CONTRACT OF COPPER MINE CONSTRUCTION 合同标的：Subject of the Contract 中色非洲矿业有限公司谦比希铜矿东南矿体主井、副井、南风井井筒掘砌工程施工 Construction contract for excavation and lining in the main shaft, auxiliary shaft and south venCONTRACT OF COPPER MINE CONSTRUCTION
合同标的：Subject of the Contract
Construction contract for excavation and lining in the main shaft, auxiliary shaft and south ventilation shaft of southeast mine in Chambishi Copper Mine of NFC Africa Mining PLC （NFCA）
Employer: NFC Africa Mining PLC （NFCA）
Contractor: Zhongdu International Mine Construction Co., Ltd.
第一部分 协议书 Part I Agreement
Both parties reach agreement and sign this contract on the principle of equity, free will, justice and honesty according to Contract Law of the People’s Republic of China, Construction Law of the People’s Republic of China, other laws and regulations.
Construction name: excavation and lining in the main shaft, auxiliary shaft and south ventilation shaft of southeast mine in Chambishi Copper Mine
Construction site: southeast mine in Chambishi Copper Mine, Zambia
Construction content: excavation and lining in the main shaft, auxiliary shaft and south ventilation shaft of southeast mine and auxiliary construction covering collar and mid-section ingate etc.
Group construction should have attached list of project undertaken by the contractor and approval No. for project construction.
资金来源：企业自筹Capital source: raised by the company
承包范围：Construction range of the contractor:
同工程内容 The same as construction content
三、合同工期Time limit of the contract
1、主井：开竣工日期 至 ，日历工期 548 天。
The main shaft will start construction on and be completed on with the construction period of 548 days.
2、副井：开竣工日期 至 ，日历工期 588 天。
The auxiliary shaft will start construction on and be completed on with the construction period of 588 days.
3、南风井：开竣工日期 至 ，日历工期 330 天 。
The south ventilation shaft will start construction on April, 16, 2011 and be completed on March 10, 2012 with the construction period of 330 days.
The approved start date is applicable as the start dates of the above shafts are concerned. The calendar time limit does not include time limits for auxiliary projects including grouting for leaking water. These time limits should be determined specially.
Construction quality standard: Carry out Special Terms 3.3 Qualified construction quality.
金额（大写）：约陆仟万 美元 (以发包人审核的决算为准)， (小写)：$60,000,000.00 （不含赞比亚国内增值税、进口关税、进口增值税。进口关税待竣工结算时凭发票与发包人结算。）
The amount is about sixty million dollars (determined by the final accounting audited by the employer), namely $60,000,000.00 (Domestic value added taxes, import duties and import turnover VAT are excluded. Import duties will be settled with the employer when the construction is over according to the invoice.)
组成本合同的文件包括：Contract documents of this contract include the following.
２、中标通知书Notification of award
３、投标书及其附件Tender and appendix to tender
４、本合同专用条款Special terms of the contract
５、本合同通用条款General terms of the contract
６、标准、规范及有关技术文件Standards, criterion and relevant technical documents
８、工程量清单Bill of quantity
９、工程报价单或预算书Construction quotation or budget
Written agreements or documents between both parties concerning construction negotiations and variations are components of the contract.
Term connotations in this agreement are the same as those listed in general terms of the contract in Part II.
. The contractor promises to the employer that it will construct, complete the construction and take maintenance responsibilities within the guaranty period according to the contract.
The employer promises to the contractor that it will pay contract price and other payables approved in the contract.
合同订立地点： 赞比亚谦比希铜矿 Signing address: Chambishi Copper Mine, Zambia
The contract is effective after signed and stamped by both parties.
第二部分 通用条款 Part II General terms
一、词语定义及合同文件 Term definition and contract documents
１、词语定义 Term definition
Other than specified in special terms, the following terms should have the meaning embodied by this clause.
General terms are established on the basis of laws, administrative stipulations and requirements of project construction, applicable in project construction.
Special terms are terms on which the employer and the contractor reach agreement according to laws, administrative regulations and actual situation of the construction. They are concretion, supplement or modification of general terms.
Employer means the person named as employer in the agreement, who hires and pays for the construction and the legal successors in title to this person.
Contractor means the person names as contractor in the agreement, who is accepted by the employer and is entitled to the construction and the legal successors in title to this person.
Project manager refers to the representative who is specified by the contractor in special terms to take responsibility for construction management and contract implementation.
Designer refers to the organization consigned by the employer to be responsible for construction design and who should get corresponding certificates for construction design.
Supervisor refers to the organization consigned by the employer to be responsible for construction supervision and who should get corresponding certificates for construction supervision.
Engineer refers to chief supervising engineer assigned by the supervisor or representative appointed by the employer to implement this contract. The status and authority of engineer is negotiated by the employer and the contractor in special terms.
Construction cost regulator means relevant department of the State Council, construction regulator in government of a county or senior governments or the consigned construction cost regulator.
Construction means the contracted works within the range of the agreement by the employer and the contractor.
Contract price refers to the payment paid by the employer to the contractor for completion of the whole construction and guaranteed maintenance, which is agreed by both parties in the agreement.
Addition to contract price refers to additional price paid during contract implementation in case contract price is to be increased. In this situation the addition is paid on the basis of the calculating method of contract price after confirmed by the employer.
Expense refers to economic expenditure included in contract price and is subject to the employer or the contractor.
Time limit refers to the days (including legal holidays and day off) contracted in the agreement by the contractor, which is calculated on calendar basis.
Commencement date refers to the absolute or relative date contracted by the employer and the contractor in the agreement, on which the contractor starts the construction.
Completion date refers to the absolute or relative date contracted by the employer and the contractor in the agreement, on which the contractor completes the construction.
Drawing refers to all drawings (including corresponding instructions and relevant materials) provided by the employer or the contractor and approved by the employer, which meet requirements of construction implemented by the contractor.
Construction site mains the site provided by the employer for project construction and any other site for construction which is appointed by the employer in drawings.
Written form refers to contract, letters and data telegraph that can tangibly display the content it recorded.
Liability for breach refers to the liability should be taken by one party who fails to implement contract liabilities or unqualifiedly implements contract liabilities.
Claim refers to request for economic compensation and/or delay in time limit owning to actual loss caused by the other party instead of the party itself.
Force majeure means an exceptional, unavoidable and unconquerable objective circumstance.
hour and day: In this contract, if time is calculated on the basis of hour, the time starts from the effective starting point (break is not deducted). If time is calculated on the basis of day, the starting date is excluded and the next day is included. If the last day is a day off or legal holiday, the next day will be the last day of the time limit except the completion day. The cut-off time of the last day of the time limit is 24:00 of the day.
２、合同文件及解释顺序 Contract documents and priority
Contract documents are to be taken as mutually explanatory of one another. Other than specified by other terms in special terms, contract documents and their priority shall be in accordance with the following sequence.
（2）中标通知书Notification of award
（3）投标书及其附件Tender and appendix to tender
（4）本合同专用条款Special terms of the contract
（5）本合同通用条款General terms of the contract
（6）标准、规范及有关技术文件Standards, criterion and relevant technical documents
（8）工程量清单Bill of quantity
（9）工程报价单或预算书 Construction quotation or budget
During contract implementation, written agreements or documents between both parties concerning construction negotiations and variations are components of the contract.
If an ambiguity or discrepancy is found in contract documents, it should be resolved by the employer and the contractor on the basis of negotiation. They can also resort to the engineer who is responsible for supervision. If they cannot reach agreement or disagree with the explanation of the supervised engineer, clause 37 of general terms is applicable in resolving the dispute.
３、语言文字和适用法律、标准及规范 Applicable language, law, standard and criterion
Contract documents are written, explained and interpreted by Chinese. If two or more languages are stipulated in special terms, Chinese should be the standard language to explain and interpret this contract.
In minority area, both parties can negotiate that language of the minority is used in writing, explain and interpret this contract.
3.2适用法律和法规 Applicable laws and regulations
Contract documents should be governed by national laws and administrative regulations. Laws and administrative regulations need statement should be approved by both parties in special terms.
3.3适用标准、规范 Applicable standard and criterion
Both parties assigned names of applicable national standard and criterion. If there is no national standard and criterion but there is industrial standard and criterion, the names of industrial standard and criterion are applicable. If there is no national and industrial standard and criterion, the names of local standard and criterion in construction site are applicable. The employer should provide two copies of the contracted standard and criterion to the contractor at the time specified in special terms.
If there is no corresponding domestic standard and criterion, the employer should provide technical requirements for construction to the contractor at the time specified in special terms. The contractor should provide construction specifications according to contracted time and requirements which should be implemented after confirmed by the employer. In case the employer demands foreign standard and criterion, the contractor should provide Chinese version.
The expense for purchase, translation of standard and criterion or laying out construction specifications should be subject to the employer.
The employer should provide drawings to the contractor according to contracted date and sets in special terms. In case the sets of drawings are increased at the request of the contractor, the employer should make duplications and the contractor should bear expenses for duplications. In case the engineer is kept secret at the request of the employer, the employer should specify secret keeping requirement in special terms. The expenses for secret keeping measures should be bored by the employer and the contractor should implement secret keeping obligations within contracted secret keeping period.
Without approval of the employer, the contractor should not transfer construction drawings to a third party. After guaranty expiry of the construction, all drawings should be returned to the employer except those required by the contractor for archive.
The contractor should keep a complete set of drawings at construction site for engineer and relevant staff to use during construction inspection.
二、双方一般权利和义务 General rights and obligations of both parties
In case there is construction supervision, the employer should inform the contractor of the name, supervision content and supervision popedom in written form prior to supervision is implemented.
The chief supervision engineer assigned by the supervisor is called engineer in this contract. His name, position and authority should be specified by the contractor in special terms. The engineer should implement his authority according to what is specified in the contract. In case the approval of the employer is needed prior to implementing the authority within special terms by the engineer, the engineer should be approved by the employer.
The representative appointed by the employer to the construction site is also called engineer in this contract. His name, position and authority should be specified in special terms by the employer. But his authority should not be overlapped with the chief supervision engineer appointed by the supervisor. In case there is overlapped or indefinite authority, the employer should clarify the authority and notify the contractor in written form.
During contract implementation, if there is an even that affects rights or obligations of the employer and the contractor, the chief supervision engineer should deal with it within his authority on the just basis according to the contract. In case one party disagrees with his treatment, the dispute is resolved according to dispute resolution specified in clause 37 in general terms.
Unless definitely specified in the contract or approved by the employer, the chief supervision engineer is not entitled to deprive the contractor of any right and obligation specified in this contract.
In case there is no construction supervision, the engineer in this contract specially refers to the representative appointed by the employer to the construction site to implement the contract. His detailed authority should be specified in special terms by the employer.
６、工程师的委派和指令 Assignment and instruction of engineer
6.1工程师可委派工程师代表， 行使合同约定的自己的职权， 并可在认为必要时撤回委派。委派和撤回均应提前7天以书面形式通知承包人，负责监理的工程师还应将委派和撤回通知发包人。委派书和撤回通知作为本合同附件。
The engineer can assign engineer representative to implement his authority in this contract and he can withdraw his assignment when necessary. The contractor should be informed of the assignment and withdrawal 7 days in advance in written form. The supervision engineer should also inform the employer of the assignment and withdrawal. The assignment letter and withdrawal notification should be appendix of this contract.
Any written document sent to the contractor by the engineer representative has the same effectiveness as what is sent by the engineer. If the contractor doubt about any written document delivered by the engineer representative, the contractor can submit the document to the engineer for confirmation. In case the construction representative gives wrong instruction, the engineer should correct it.
Except the engineer or his representative, any other employee assigned by the employer to the construction site has no right to give any instruction to the contractor.
6.2工程师的指令、 通知由其本人签字后，以书面形式交给项目经理，项目经理在回执上签署姓名和收到时间后生效。确有必要时，工程师可发出口头指令，并在48小时内给予书面确认，承包人对工程师的指令应予执行。工程师不能及时给予书面确认的， 承包人应于工程师发出口头指令后7天内提出书面确认要求。工程师在承包人提出确认要求后48小时内不予答复的，视为口头指令已被确认。
The instruction and notification of the engineer should be submitted to the project manager in written form after signed by the engineer. The project manager should instruction and notification is effective after the project manager sign his name and receipt time on the receipt. If necessary, the engineer should give oral instruction and confirmed it in writing within 48 hours. The contractor should implement the instruction given by the engineer. If the engineer fails to confirm it in writing, the contractor should apply for written confirmation within 7 days after the oral instruction is given by the engineer. In case the engineer does not reply at the request of the contractor within 48 hours, it is assumed that the oral instruction has been confirmed.
If the contractor thinks the instruction of the engineer is improper, it should provide written report to the engineer and ask for modification of the instruction. The engineer after receiving the report of the contractor should modify the instruction or implement the instruction and inform the contractor in writing. In emergency when the engineer asks the contractor implement an instruction at once, the contractor though disagrees on the instruction should implement it in case the engineer decides to continue implementation of the instruction. Extra cost added to contract price or loss to the contractor caused by wrong instruction should be bored by the employer. The delayed time limit should be extended accordingly.
The stipulation in this clause is also applicable to instruction and notification delivered by the engineer representative.
The engineer should provide the contractor with the required instruction and approval and implement other responsibilities according to what is stipulated in the contract. If construction delay is caused since the engineer fails to implement his obligations specified in the contract, the employer should take extra const added to the contract price caused by the delay and compensate the contractor for the loss. The delayed time limit should be extended accordingly.
In case the engineer is replaced, the employer should notify the contractor in writing 7 days in advance. The successor should continue the specified authority of the predecessor in the contract.
７、项目经理 Project manager
The name, position and authority of project manager should be specified in special terms.
The notification delivered by the contractor according to the contract should be submitted to the project manager who will sign his name on the notification and then deliver it to the engineer. The notification will take effects after the engineer signs his name and receipt time on the receipt.
The project manager organizes construction design by acknowledged construction design and constructs by the instruction given by the engineer according to the contract. In emergency when there is no connection with the engineer, the project manager should take emergent measures to ensure life, construction and property safety. After taking measures, the project manager should submit report to the engineer within 48 hours. If it is the responsibility of the employer or a third party, the employer should be responsible for the cost added to contract price and the time limit is extended accordingly. If it is the responsibility of the contractor, the contractor bear the cost and time limit is not extended.
In case the contractor requests to replace the engineer, the contractor should notify the employer in writing 7 days in advance. The successor should continue the specified authority and obligation of the predecessor in the contract.
The employer should negotiate with the contractor, suggesting that the unqualified project manger is replaced.
８、发包人工作 Work of the employer
The employer should complete the following work according to the content and time specified in special terms.
Expropriate land, compensate for resettlement and level off land for construction. After the construction starts, the employer will continue to deal with the left problems of the above work.
Connect wires and pipes for water, power and telecommunication from outside to the site specified in special terms to meet construction demands.
Build passages between construction site and public roads and also main roads in the construction site which are specified in special terms. This is to guarantee smooth traffic during construction.
Provide information on construction geography and underground pipelines of construction site to the contractor. The employer should be responsible for truth and veracity of the information provided.
Apply license for the construction and other certificates and approvals for construction (Certificates that prove aptitude of the contractor are excluded). Get approvals for temporary land use, cut-off of water supply, cut-off of power supply, intermission of traffic and blast practice.
Determine level points and coordinate control points. The points should be submitted to the contractor in writing on site.
Organize the contractor and the designer to audit drawings and hand over the design.
Coordinate in dispose underground pipelines within construction site, surrounding buildings and facilities (including the buildings which are protected cultural relics), protect old trees and famous woods and bear relevant expenses.
Other work of the employer should be detailed in special terms by both parties.
The employer can consign the contractor with part of work in clause 8.1, as should be contracted in special terms by both parties. The employer should bear the expenses.
In case the construction is delayed or there is loss to the contractor since the employer fails to implement obligations listed in clause 8.1, the employer should bear loss to the contractor and extend the time limit of the construction accordingly.
９、承包人工作 Work of the contractor
The contractor should complete the following work according to the content and time specified in special terms.
Based on consignment of the employer, the grade of contractor’s design certificate and business range, the contractor should complete design of construction drawings and design of construction accessories. The design is put into use after confirmed by the engineer. The employer should bear relevant expenses.
Provide construction annual, quarterly and monthly schedules of construction progress and corresponding progress statistics table to the engineer.
Provide and maintain non-night used lighting and fence facilities as well as safe defense according to construction requirements.
Provide houses and facilities for office and living in the construction site according to the quantity and requirements stated in special terms. The employer should bear relevant expenses.
Obey management regulations of relevant government authorities for traffic, construction noise, environment protection and safe production in construction site. Complete related procedures and inform the employer in writing. The employer should bear relevant expenses expect penalty caused by the contractor.
Prior to delivery of completed work to the employer, the contract should protect the completed work according to what is specified in special terms. If damage appears during this protecting period, the contractor should recover it at its own cost. Special protecting measures that the employer asks the contractor to take to protect some construction parts and corresponding cost added to contract price should be contracted in special terms by both parties.
Protect underground pipelines within construction site, surrounding buildings and facilities (including the buildings which are protected cultural relics), old trees and famous woods according to special terms.
(8) Guarantee that the cleanness of construction site meets relevant regulations for environment management. Prior to construction delivery, clean up construction site to meet requirements specified in special terms. Bear loss and penalty caused by contractor’s breath of relevant regulations.
Other work of the contractor should be contracted in special terms by both parties.
If the contractor fails to fulfill obligations in clause 9.1, as caused loss to the employer, the contractor should compensate the employer for the loss.
三、施工组织设计和工期 Construction organization design and time limit
The contractor should submit construction organization design and construction schedule to the engineer on the date specified in special terms. If the engineer fails to deliver written opinions within time limit, it is assumed that he agrees.
In group projects, unit project should be fulfilled in different phases. The contractor should compile schedule for unit project according to the time when the employer provides drawings and relevant materials. The detailed content should be contracted by both parties in special terms.
The contractor must organize construction according to the schedule confirmed by the engineer. The construction progress of the contractor should be inspected and supervised by the engineer. When the actual progress fails to comply with the schedule, the contractor should provide improvement measures at the requirements of the engineer. After confirmed by the engineer, these measures are implemented. If the unconformity between actual progress and schedule, the contractor is not entitled to ask for extra cost added to contract price because of improvement measures.
１１、开工及延期开工Construction start and construction delay
If the failure to start construction on the date specified in the agreement because of the employer, the engineer should notify the contractor in writing to postpone start date. The employer should compensate the contractor for the loss caused by the delay and extend time limit of construction accordingly.
１２、暂停施工 Construction break
In case the engineer considers construction break is necessary, he should ask the contractor to stop construction for break in writing and submit treatment opinions in writing within 48 hours after he claims. The contractor should stop construction at the request of the engineer and properly protect the finished works. The contractor should apply for continued construction in writing after implementing according to the treatment opinions of the engineer. The engineer should reply in 48 hours. In case the engineer fails to give treatment opinions within regulated time or he fails to reply upon receiving the contractor’s application for continued construction within 48 hours, the contractor can recover construction itself. If construction break is caused by the employer, the employer should bear the added cost to contract price and compensate the contractor for the loss caused to the contractor. The time limit of construction is extended accordingly. If the construction break is caused by the contractor, the contractor should bear the expenses and time limit of construction is not extended.
１３、工期延误 Delay in time limit
If delay in time limit is caused by the following events, time limit should be extended accordingly after the delay is confirmed by the engineer.
The employer fails to provide drawings and conditions for construction start according to what is specified in special terms.
The employer fails to provide construction advance and pay for construction progress according to the contracted date and in turn the construction cannot go normally.
The engineer fails to give instruction and approvals according to what is specified in the contract and in turn the construction cannot go normally.
（4）设计变更和工程量增加；The design varies and there is increased construction.
Cut-off of water, power supply and gas is over 8 hours within a week not for the fault of the contractor.
（6）不可抗力； Force majeure
Other conditions contracted in special terms or agreed by the engineer to extend time limit of construction
The contractor should report the delay in construction to the engineer in writing within 14 days in case of the situation in clause 13.1 is true. The engineer should confirm within 14 days upon receipt of the report. If no confirmation and modification opinions are made within the specified period, it is assumed that the extension of time limit is approved.
１４、工程竣工 Construction completion
The contractor must complete the construction according to the contracted date or the extended time limit approved by the engineer.
If the construction cannot be completed on the contracted date or the extended time limit approved by the engineer due to the contractor, the contractor should take responsibility for breath.
During the construction if the employer need complete the construction in advance, both parties should sign an agreement for completion in advance based on negotiations. The agreement should be included in contract documents. The agreement should cover the measures taken by the contractor to guarantee construction quality and construction safety, preparations made by the employer for construction completion in advance and added cost to contract price etc.
四、质量与检验 Quality and inspection
１５、工程质量 Construction quality
Construction quality should reach the contracted quality standard in the agreement. The quality standard should be appraisal on the basis of national or industrial quality inspection standards. If construction quality fails to meet contracted quality standard due to the contractor, the contractor should take responsibility for breath.
If both parties have disputes over construction quality, construction quality should be appraised by construction quality appraising organization approved by both parties. The expenses and loss should be bored by the responsible party. If both parties are responsible, they should take their responsibility respectively.
１６、检查和返工. Inspection and repeat
The contractor should carefully construct according to standards, criterion, design drawings and instructions given by the engineer based on the contract, and be inspected by the engineer. The contractor should provide convenience for the inspection.
For the part that cannot reach contracted standard, the engineer is entitled to ask for repeat and reconstruction till it reaches contracted standard. In case the failure to reach contracted standard is due to the contractor, the contractor should bear expenses for disassembly and repeat and time limit is not extended.
The inspection and testing of engineer should not affect normal construction. If the inspection and testing affect normal construction and the construction is unqualified, the expenses for affected construction should be bored by the contractor. Except this, Added cost to contract price should be bored by the employer and time limit of the construction should be extended accordingly.
If the added cost is produced because of wrong instructions of the engineer or non-contractor reasons, the employer should bear the added cost.
１７、隐蔽工程和中间验收. Concealed construction and midterm inspection and acceptance
If the construction is ready for concealment or it reaches the part for midterm inspection and acceptance, the contractor should inspect the construction itself. Moreover, it should notify the engineer about the inspection and acceptance 48 hours in writing before the construction is concealed or inspected and accepted. The notification should cover the content to be concealed, inspected and accepted, time and address for inspection and acceptance. The contractor should prepare records for inspection and acceptance. If the construction is qualified, the contractor can conseal and continue the construction after the engineer signs on the record for inspection and acceptance. If the construction is unqualified, the contractor should modify and ask for reacceptance within the time limited by the engineer.
In case the engineer fails to accept on time, he should notify the contractor and ask for extension in writing within 24 hours, the extension should not exceed 48 hours. If the engineer fails to ask for extension within the above mentioned time and does not organize inspection and acceptance, the contractor can organize inspection and acceptance itself. The engineer should admit the record for inspection and acceptance.
In case the construction quality meet quality standards, criterion and requirements of design drawings after inspection of the engineer, the engineer should sign or record for inspection and acceptance with 24 hours. If the engineer does not sign on the record for inspection and acceptance, it is assumed that the engineer admits the record for inspection and acceptance, and the contractor can conceal and continue the construction.
Whether the engineer inspect and accept, the contractor should uncover the concealed construction or drill a hole on it if the engineer asks for re-inspection. After re-inspection, the contractor should recover or repair the construction. If the construction is qualified according to re-inspection, the employer should bear corresponding expenses added to contract price and compensate loss to the contractor. Time limit for the construction should be extended accordingly. If the construction is unqualified, the contractor bears all expenses and time limit of the construction is not extended.
１９、工程试车 Construction commissioning
If both parties demand commissioning, commissioning content should comply with the range of installation that is in the charge of the contractor.
If equipment installation is ready for unloaded commissioning, the contractor should organize unloaded commissioning and inform the engineer 48 hours prior to the unloaded commissioning. The notification should cover content, time and site for commissioning. The contract should prepare record for commissioning. The employer provides necessary preparations for commissioning at the request of the contractor. If the commissioning is qualified, the engineer will sign on record for commissioning.
If the engineer fails to take part in commissioning on time, he should ask the contractor to postpone commissioning in writing 24 hours prior to commissioning. If he fails to attend commissioning, he should admit record for commissioning.
If equipment installation is ready for combined unloaded commissioning, the employer should organize combined unloaded commissioning and give instructions to the contractor for content, time and site for commissioning. The contractor should prepare for commissioning according to requirements of the employer. If the commissioning is qualified, both parties will sign on record for commissioning.
19.5双方责任 Responsibilities of both parties
If commissioning cannot meet requirements for commissioning acceptance, the employer should ask the designer to modify design. The contractor should reinstall according to the modified design. The employer should bear expenses for design modification, disassembly and reinstallation, and added expenses to contract price. Time limit of the construction should be extended accordingly.
If commissioning cannot meet requirements for commissioning acceptance, the equipment purchaser should repurchase or repair equipment and the contractor should responsible for disassembly and reinstallation. If the equipment is purchased by the contractor, the contractor should bear expenses for repair, disassembly and reinstallation, and time limit of construction is not extended. If the equipment is purchased by the employer, the employer should bear the above mentioned expenses added to contract price and time limit of construction is extended accordingly.
If commissioning cannot meet requirements for commissioning acceptance due to construction by the contractor, the contractor should reinstall and conduct commissioning according to requirements of the engineer. The contractor should bear expenses for reinstallation and commissioning and time limit of construction is not extended.
Except being included in contract price or specified in special terms, expenses for commissioning should be bored by the employer.
In case the engineer does not sign on record for commissioning 24 hours after commissioning, it is assumed that the engineer admits record for commissioning and the contract can continue construction or start completion procedures.
Start-up should be conducted by the employer after construction completion. If the employer asks the contractor to carry out start-up prior to construction completion or needs support of the contractor, the employer should ask for approval of the contractor. They should sign supplemented agreement.
五、安全施工 Safe construction
２０、安全施工与检查20. Safe construction and inspection
The contractor should strictly obey relevant management regulations for safe construction and organize construction according to standards for safe construction. The contractor should be inspected and supervised by inspectors and take necessary protecting measures to avoid accidents. In case an accident happens due to improper safety measures, the contractor should take responsibility and bear relevant expenses.
The employer should conduct training on safety education for its employees in the construction site and take responsibility for their safety. The employer should not ask the contractor to organize construction that violates regulations for safety management. In case an accident is caused for the fault of the employer, the employer should take responsibility and bear relevant expenses.
２１、安全防护 Safety protection
If the contractor constructs near electric equipments, electricity transmitting cables, underground pipelines, sealed shockproof workshop, flammable or explosive area or traffic trunk, the contractor should submit protecting measures to the engineer prior to the construction. After confirmed by the engineer, protecting measures should be implemented and the employer should bear expenses for protecting measures.
In case blast is conducted or the construction is done in radiative or toxic environment (covering storage, transportation and use) or when poisonous or corrosive objects are used in construction, the contractor should inform the engineer 14 days prior to the construction in writing and it should propose corresponding protecting measures. After confirmed by the engineer, these measures will be taken and the employer should bear expenses for protecting measures.
２２、事故处理 Accident treatment
In case of serious injury, death or other safety accidents, the contractor should report to relevant departments and notify the engineer according to relevant regulations. Meanwhile, the contractor should treat accident according to requirements of relevant government agencies. The party that is responsible for the accident should bear relevant expenses.
If the employer and the contractor disagrees with accident responsibility, the should treat the accident according to appraisal by relevant government agencies.
六、合同价款与支付. Contract price and payment
２３、合同价款及调整 Contract price and adjustment
Contract price of tender construction should be contracted in the agreement by the employer and the contractor based on bid in notification of award. Contract price of non-tender construction should be contracted by the employer and the contractor in the agreement based on construction budget.
After contracted in the agreement, contract price should not be altered by any party. As the following three methods to determine contract price, both parties can adopt any of them in special terms.
Contract with fixed price: Both parties determine risk scope and calculating methods of risk expenses concerning contract price in special terms. Within the contracted risk scope, contract price will not be adjusted. Adjusting methods for contract price beyond risk scope should be specified in special terms.
Contract with adjustable price: Contract price is adjusted according to determination of both parties. Both parties specify the methods of price adjustment in special terms.
Contract based on cost and reward: Contract price consists of cost and reward. Both parties contracted components of cost and calculating methods of reward in special terms.
In contract with adjustable price, the adjusting factors for contract price include:
Change in law, administrative regulations and relevant national policies affect contract price;
Price adjustment announced by construction cost regulator;
Cut-off of water, power supply and gas is over 8 hours within a week not for the fault of the contractor;
（4）双方约定的其他因素。 Other factors contracted by both parties
In case there is the situation described in clause 23.3, the contractor should inform the engineer of reason for adjustment and amount in writing within 14 days. After the engineer confirms, the adjusted amount should be added to contract price and paid together with construction price at the same time. In case the engineer fails to confirm and give opinions on modification within 14 days, it is assumed that the engineer approves the adjustment.
２４、工程预付款 construction advance
实行工程预付款的，双方应当在专用条款内约定发包人向承包人预付工程款的时间和数额，开工后按约定的时间和比例逐次扣回。 预付时间应不迟于约定的开工日期前7天。发包人不按约定预付， 承包人在约定预付时间7天后向发包人发出要求预付的通知，发包人收到通知后仍不能按要求预付， 承包人可在发出通知后7天停止施工，发包人应从约定应付之日起向承包人支付应付款的货款利息，并承担违约责任。
If construction advance is applicable, both parties should the time and amount of construction advance that is paid by the employer to the contractor in special terms. After the construction starts, it should be deducted step by step according to the contracted time and proportion. The prepaid time should not be late than 7 days prior to the contracted start date. If the employer fails to pay advance according to what they have contracted, the contractor should inform the employer and ask for paying advance 7 days after the contracted time. If the employer still fails to pay the advance according to the requirements at receipt of the notification, the contractor can stop construction 7 days after the notification is delivered. The employer should pay interest of advance payable to the contractor since the contracted date and bear responsibility for breach.
２５、工程量的确认The contractor should submit finished work report to the engineer.
The engineer should audit the finished amount according to design drawings within 7 days upon receipt of the report. He will inform the contractor 24 hours before he counts work amount. The contractor should provide convenience for the count and sent his staff to attend the count. If the contractor fails to attend the count after receiving the notification, the count result is effective and is the basis of payment for the construction.
If the engineer fails to count in 7 days upon receipt of the contractor’s report, the work amount listed in the contractor’s report will be confirmed since the 8th day and it is the basis of payment for the construction. If the engineer fails to notice the contractor according to the contracted time, as makes the contractor fails to attend the count, the count result is ineffective.
As for work beyond of scope of design drawings and the overwork caused by repeat for the fault of the contractor, the engineer should not count.
２６、工程款（进度款）支付 Payment for construction progress
After confirming count result, the employer should pay progress payment to the contractor within 14 days. The advance should be deducted by the employer according to the contract should be settled along with progress payment.
The adjusted contract price determined in clause 23 of general terms, the adjusted contract price due to construction variation in clause 31 and added contract price contracted in other clauses should be adjusted and paid along with progress payment.
The contractor can send notification to the employer and ask for payment if the employer fails to pay within the contracted time. If the employer still cannot pay according to the requirement after receiving the contractor’s notification, both parties can negotiate about agreement on delayed payment. With the approval of the contractor, the payment can be postponed. The agreement on delayed payment should clarify the time for delayed payment and the interest counted from the 15 day after the count result is confirmed.
In case the employer fails to complete progress payment and both parties cannot reach agreement on delayed payment and in turn the construction cannot be conducted, the contractor can stop construction and the employer should take responsibility for breach.
七、材料设备供应 Supply of materials and equipments
２７、发包人供应材料设备 Materials and equipments supplied by the employer
If materials and equipments are supplied by the employer, both parties should make a list of materials and equipments supplied by the employer as appendix of the contract. The list should cover type, size, model, quantity, unit price, quality grade, delivery time and delivery time of the materials and equipments supplied by the employer.
The employer should supply materials and equipments according to the content of the contracted list and provide qualification certificate of products and take responsibility for product quality. The employer should notify the contractor in writing 24 hours prior to arrival of the materials and equipments it supplies. The contractor should send its employee to count equipments and materials with the employer.
After count materials and equipments supplied by the employer, the contractor should properly store the materials and equipments and the employer should bear relevant storage expenses. If there is damage or loss for the fault of the contractor, the contractor should compensate.
In case the employer fails to notify the contractor to count, the contractor should not be responsible for storage and the employer should be responsible for the loss and damage.
If the materials and equipments supplied by the employer is unconformable with the list, the employer should take responsibility, the detailed content of which is contracted in special terms by both parties as follows.
If there is unconformity of unit price of materials and equipments, the employer should bear all the price difference.
If there is unconformity of type, size, model and quality grade of materials and equipments, the contractor can refuse storage and the employer should transport away from the construction site and repurchase.
If there is unconformity of size and model of materials supplied by the employer, the contractor can change and adjust with approval of the employer. The employer should bear corresponding expenses.
If the arrival site is unconformable with what is specified in the list, the employer should transport what it supplies to the site appointed by the list.
If the supply amount is less than the contracted amount, the employer should add to the contracted amount. For the surplus, the employer should transport away from the construction site.
In case the arrival time is earlier than what is specified in the list, the employer should bear storage expenses. In case the arrival time is later than contracted time in the list, the employer should compensate loss caused to the contractor. If time limit of the construction is delayed, time limit should be extended accordingly.
Prior to use of materials and equipments supplied by the employer, the contractor should check or test them. the unqualified ones should not be used. The employer should bear expenses for check or test.
The settlement methods of equipments and materials supplied by the employer should be contracted in special terms by both parties.
２８、承包人采购材料设备 Materials and equipments purchased by the contractor
In case materials and equipments purchased by the contractor, the contractor should purchase according to what is contracted in special terms, requirements of design and relevant standards. The contractor should provide qualification certificate of products and take responsibility for quality of materials and equipments. The contractor should notice the engineer to count 24 hours before arrival of materials and equipments.
If materials and equipments purchased by the contractor does not comply with design standard, the contractor should transport them away from the construction site and repurchase qualified products. The contractor should bear relevant expenses and time limit is not extended.
Prior to use of materials and equipments purchased by the contractor, the contractor should check or test them according to requirements of engineer and unqualified items should not be used. The contractor should bear expenses for check and test.
In case the engineer finds that the contractor uses materials and equipments that are unconformable with requirements of design and standards, he should ask the contractor to recover or repurchase. The contractor bear relevant expenses and time limit is not extended.
In case the contractor needs to use substitute materials, he should get approval of the engineer and then use. The variation caused to contract price should be determined in writing by both parties.
The employer should not appoint manufacturers or suppliers for materials and equipments purchased by the contractor.
八、工程变更. Construction variation
29、工程设计变更 Variation in construction design
In case the employer needs to vary construction design during construction, it should inform the employer of the variation in writing 14 days in advance. If the variation exceeds the original design standard or the approved construction scale, the employer should submit the variation to layout management department and other regulators for re-audit and approval. The original designer should provide corresponding drawings and instruction for the variation. The contractor should conduct the following required variations according to variation notification and relevant requirements sent by the engineer.
Change elevation, baseline, position and dimension of relevant parts of the construction;
（2）增减合同中约定的工程量；Increase or decrease the contracted construction amount;
（3）改变有关工程的施工时间和顺序； Change time and sequence of relevant construction;
Other necessary overwork for construction variation
The increase or decrease in contract price and loss to the contractor should be bored by the employer. Time limit of construction should be extended.
During construction the contractor should not vary the original construction design. The contractor shall bear relevant expenses and direct loss to the employer if it varies design. The delayed time limit should not be extended.
Reasonable suggestions proposed by the contractor during construction should be approved by the engineer if its suggestions concern variation in design drawings, materials and equipments. If the contractor varies or replace materials and equipments without approval, it should bear relevant expenses and compensate loss to the employer. The delayed time limit should not be extended.
If the engineer agrees to adopt reasonable suggestions proposed by the contractor, the employer and the contractor shall discuss how to bear or share the expenses and benefits.
30. Other variations
During contract implementation, both parties will negotiate if the employer intends to vary standards of construction quality and if there is other substantial variation.
３１、确定变更价款 Determination of varied price
31.1 The contractor should submit report on varied price of the construction within 14 days after the variation is confirmed. With the confirmation of the engineer, contract price is adjusted. Variation in contract price is conducted as follows.
If there is price applicable to the variation in the contract, the price is applied.
If there is only similar price to the price of the varied construction, contract price is adjusted referring to the similar price.
If there is no applicable or similar price to the price of the varied construction in the contract, the contractor should submit appropriate varied price which should be applied after confirmed by the engineer.
In case the contractor fails not to submit report on varied construction price to the engineer within 14 days after both parties confirm the variation, it is assumed that the variation does not concern variation in contract price.
The engineer should confirm within 14 days after receiving report on varied construction price. It is assumed that the varied contract price is confirmed 14 days after arrival of the report on varied construction price.
In case the engineer disagrees with the varied price proposed by the contractor, clause 37 in general terms concerning dispute treatment should be applicable.
The added construction price if confirmed by the engineer should be paid together with construction price at the same time.
If construction variation is caused for the fault of the contractor, the contractor is not entitled to claim for added contract price.