WORK ORDER

GENERAL TERMS AND CONDITIONS

 

 

1.             Definitions

(i)            Unless the context otherwise requires, the following words and expressions shall, when appearing in the CONTRACT in full capitals, have the meaning hereinafter :-

                (a)            “RELATED COMPANIES” has the meaning as defined in the Companies Act, 1965.

                (b)           “COMPANY” is as defined in the WORK ORDER.

                (c)            “CONTRACT” shall consist of the WORK ORDER, GENERAL TERMS AND CONDITIONS and all SECTIONS/PARTS attached thereto.

                (d)           “CONTRACTOR” is as defined in the WORK ORDER.

                (e)            “WORK” is as defined in the WORK ORDER.

 

2.             Subcontracts

(i)            The CONTRACTOR shall not assign the CONTRACT or subcontract any part of the WORK without the prior written approval of the COMPANY.

 

3.             Removal of CONTRACTOR’s personnel

(i)            The COMPANY shall have the right at its absolute discretion to instruct the CONTRACTOR to remove any of its or its sub-contractors’ employees, servants or agents from any site where the WORK is performed. The CONTRACTOR shall comply with each such instruction at no extra cost to the COMPANY.

 

4.             Changes in the WORK

(i)            The COMPANY shall have the right to order any changes in the WORK by additions, deletions or revisions thereto. The CONTRACTOR shall not undertake any changes in the WORK unless it is authorised by the COMPANY in writing. Payments in respect of such changes shall be in accordance with the CONTRACT.

 

5.             Suspension or Termination

(i)            The COMPANY shall have the right at any time, at its absolute discretion to suspend the WORK or any part thereof or terminate the CONTRACT by giving the CONTRACTOR written notice to that effect.

(ii)           If the COMPANY terminates the CONTRACT because of a breach thereof by the CONTRACTOR, then the CONTRACTOR shall only be paid for WORK satisfactorily completed less any additional costs incurred by the COMPANY as a result of such breach.

                If the COMPANY terminates the CONTRACT for any other reason, the CONTRACTOR shall be paid for WORK satisfactorily completed and also for the unavoidable costs of cancelling commitments necessarily and already entered into by the CONTRACTOR at the date of the notice of termination for the purpose of performing the WORK.

 

6.             Taxes

(i)            The CONTRACTOR shall be liable for and hereby indemnifies the COMPANY, against any and all taxes, duties, imposts, levies, port clearances and other fees which are levied against the CONTRACTOR, its subcontractors, their respective employees, servants and agents by any government or any agency or any subdivision thereof, howsoever arising.

 

7.             Terms of Payment

(i)            Upon the satisfactory completion of the WORK, the CONTRACTOR shall submit an invoice to the COMPANY.

(ii)           Such invoice shall be submitted in the currency stated in the CONTRACT. Only original invoices shall be submitted for payment. The invoice shall be sent to the COMPANY at the following address :

                                PLO 312 Jalan Tembaga 4

                                Pasir Gudang Industrial Estate

                                81700 Pasir Gudang, Johor

                                Attention : Finance Manager

(iii)          Each invoice shall state the CONTRACT number and shall be accompanied by such supporting information as the COMPANY may require.

                Where items are allowed to be reimbursed under the CONTRACT, they shall be individually itemised and shall be supported by relevant documentation.

                If the CONTRACT number is not shown or any such supporting information as required above is not submitted, the COMPANY shall be at liberty not to accept such invoice and may return it to the CONTRACTOR unpaid.

(iv)          On or about the forty-fifth (45th) day of the receipt by the COMPANY of a correctly prepared and adequately supported invoice, the COMPANY shall pay the amount to the CONTRACTOR.

(v)           If the COMPANY disputes the invoice, the COMPANY shall within forty-five (45) days of receipt thereof inform the CONTRACTOR of the items disputed and the reasons for the dispute. Payments in respect of such items shall be withheld until the settlement of the dispute. But all undisputed items of such invoice shall be paid according to Clause 7(iv) herein. The CONTRACTOR shall submit a new invoice in respect of the disputed item when the dispute is settled. Such invoice shall quote the original invoice number under which the disputed item was first billed notwithstanding that the amount claimed may be different.

(vi)          From any sum due to the CONTRACTOR under the CONTRACT, the COMPANY may deduct the amount of any sum which it in good faith regards as being owed by the CONTRACTOR to the COMPANY whether under the CONTRACT or otherwise.

 

8.             Liabilities and indemnities

(i)            The CONTRACTOR shall, without limitation in tort, contract or otherwise, be absolutely liable for and shall protect, defend, indemnify and hold the COMPANY and its RELATED COMPANIES harmless from and against any and all direct and indirect loss, damage or injury (including disease and death) suffered or incurred by the CONTRACTOR or its sub-contractors or their respective directors, employees, servants, agents, representatives or workmen or any other party for whom the CONTRACTOR is responsible, howsoever arising or wheresoever originating or by whomsoever caused.

(ii)           The CONTRACTOR shall without limitation in tort, contract, or otherwise, be absolutely liable for and shall protect, defend, indemnify and hold the COMPANY and its RELATED COMPANIES harmless from and against any and all direct and indirect loss and/or damage to construction equipment or the CONTRACTOR’s other property, whether or not such property is owned by and/or is in the care, custody or control of the CONTRACTOR or its sub-contractors, howsoever arising or wheresoever originating or by whomsoever caused.

(iii)          The CONTRACTOR shall be liable for and shall indemnify the COMPANY and its RELATED COMPANIES from and against any and all loss of or damage to any and all of the COMPANY and its RELATED COMPANIES’ property caused by or arising from or attributable to any act, fault, omission, negligence or lack of due diligence of the CONTRACTOR or its sub-contractors or their respective directors, employees, servants, agents, representatives or workmen or any other party for whom the CONTRACTOR is responsible, unless such loss or damage is caused by the sole negligence of the COMPANY.

(iv)          The CONTRACTOR shall be liable for and shall protect, defend, indemnify and hold the COMPANY and its RELATED COMPANIES safe and harmless from and against any claims, proceedings, expenses, or liabilities for any and all direct and indirect losses, damages or injuries (including disease and death) suffered or incurred by any third party arising from or in connection with or attributable to or caused or contributed to by any act, omission, fault, negligence or lack of due diligence of the CONTRACTOR or its sub-contractors or their respective directors, employees, servants, agents, representatives or workmen or any other party for whom the CONTRACTOR is responsible.

                The CONTRACTOR’s liability and indemnity under this Clause 8(iv) shall, however, not apply where such losses, damages or injuries are caused by the COMPANY and its RELATED COMPANIES’ sole negligence.

(v)           Neither the COMPANY or the CONTRACTOR shall be liable one to the other for any indirect, special or consequential losses or damages arising from or in any way related to the CONTRACT.

(vi)          The CONTRACTOR shall, without limitation in tort, contract or otherwise, be absolutely liable for and shall indemnify the COMPANY for any loss of, damage to or destruction of the WORK and any other work or material related to or connected therewith howsoever arising or wheresoever originating or by whomsoever caused.

(vii)         In the event of any loss, damage or destruction of or to the WORK, the CONTRACTOR shall be liable to forthwith make the area safe, remove any debris and proceed to restore, replace or repair any such loss, damage or destruction at the CONTRACTOR’s own cost and expense such that upon completion thereof the WORK or material damaged or destroyed shall have been restored, replaced or repaired in good order and condition and in conformity in every respect with the requirements of the CONTRACT.

                In the event the CONTRACTOR fails to execute this responsibility in a timely manner for any reason whatsoever (save for a force majeure event) then the COMPANY shall reserve the right to take over such responsibility of the CONTRACTOR to restore, replace or repair as aforesaid and thereafter shall have the unequivocal right to recover any and all direct and indirect costs and expenses incurred in connection therewith from the CONTRACTOR in consequence of the CONTRACTOR’s failure.

(viii)        For the purpose of this Clause 8, the COMPANY contracts both on its own behalf and, as the context requires, as agent on behalf of its directors and employees, its RELATED COMPANIES and also as trustee for their benefit.

(ix)           For the purpose of this Clause 8, the CONTRACTOR contracts both on its own behalf and as agent on behalf of its directors and employees and its sub-contractors and their directors and employees and also as trustee for their benefit.

 

9.             Insurance

(i)            The CONTRACTOR shall, during the period of performance of the WORK provide at its own expense the insurance as described below:

                (a)            Worker's Compensation in compliance with local statutes, and Employer's Liability Insurance with a limit equivalent to RM1,000,000 per accident/occurrence covering all persons employed by the CONTRACTOR for the WORK during the period such persons are so engaged.

                (b)           Motor Vehicle Liability Insurance for owned, non-owned and hired units covering the use of such vehicles in accordance with the Road Traffic Ordinance.

                (c)            All Risks Physical Damage Insurance for the full replacement value and covering loss of or damage to the CONTRACTOR's equipment, material and supplies and other property belonging to or hired by the CONTRACTOR or sub-contractors at the site.

                (d)           All Risks Transit Insurance to cover all the materials, equipment and other goods used in connection with and/or forming part of or all of the WORK from the respective warehouse and/or point of supply and/or place of manufacture until arrival at the site which for this purpose shall mean after unloading or, in the event of any of the materials, equipment and other goods used in connection with and/or forming part of or all of the WORK which cannot reasonably be inspected at the time of unloading, within thirty (30) days of unloading at the site.

                                Such insurance shall further include insurer's agreement to contribute to fifty percent (50%) of the claim in the event of any loss or damage being discovered after arrival at the site of the relevant materials, equipment and other goods used in connection with and/or forming part of or all of the WORK and where it is not possible to ascertain whether such loss or damage occurred prior to the said arrival or subsequently.

                (e)            Other insurances required under any applicable law and/or relevant or necessary on consequence of the CONTRACTOR's performance of the WORK.

(ii)           The CONTRACTOR shall cause underwriters to furnish to the COMPANY Policies of Insurance evidencing the following with respect to all insurances of the CONTRACTOR required above:

                (a)            No change in or cancellation of any policy of such insurance will be made without at least 60 days prior written notice to the COMPANY and its RELATED COMPANIES.

                (b)           The COMPANY and its RELATED COMPANIES will be named as additional insured under such insurance except for Statutory Worker's Compensation.

                (c)            Underwriters will waive subrogation against the COMPANY and its RELATED COMPANIES with respect to all such insurances.

                (d)           In any case of ambiguities between the CONTRACTOR's insurances and any existing insurance of the COMPANY, the CONTRACTOR's insurances shall always be deemed primary.

(iii)          The CONTRACTOR shall cause each sub-contractor to maintain in force insurance complying with Clauses 9(i) and 9(ii) above, with waivers of subrogation against the COMPANY and its RELATED COMPANIES, substituting "sub-contractors" for "the CONTRACTOR" and obtain such policies of insurances from such sub-contractors.

(iv)          The COMPANY shall at all times until the completion of the WORK, at its own expense provide and maintain the following insurance:

                (a)            Construction/Erection All Risks Insurance for the benefits of the COMPANY and the CONTRACTOR as their respective interests may appear, subject to a maximum limit of the full insurable value of the WORK with respect to any one loss, in any one place, at any one time, as respects each loss to cover all materials, equipment and goods, free issue of otherwise used in connection with and/or forming part of or all of the WORK. Coverage shall include Inland Transit for imported materials, equipment and goods. Such insurance shall remain in effect until the issuance of certificate of completion by the COMPANY.

                                The Erection All Risks Insurance shall include a Third Party Liability Insurance section covering all operations pursuant to or in connection with this CONTRACT, and protecting against Bodily Injury (including death) and Property Damage Liability with a combined single limit of the equivalent RM1,000,000 any one occurrence arising out of one event.

                (b)           All deductibles applicable to the insurance stipulated in Clause 9 shall be for the amount stated in the Policies and be paid by the CONTRACTOR. Any breach of conditions and/or warranties contained in such policies of insurance shall be for the account of the CONTRACTOR.

                                The COMPANY shall include its RELATED COMPANIES, the CONTRACTOR and its sub-contractors as additional insureds under the foregoing insurance and shall cause the insurers thereof to waive all express and implied rights of subrogation against such parties.

(v)           The provisions of all insurances shall not limit or reduce the CONTRACTOR's liabilities and indemnities as contained elsewhere in this CONTRACT.

(vi)          Notice of any occurrence which may give rise to a claim for loss or damage covered under the foregoing insurances shall be given by the CONTRACTOR to the COMPANY giving full details of such an occurrence, without delay. The CONTRACTOR, sub-contractors and the COMPANY (including agents and designated representatives) shall co-operate fully with the insurers furnishing the insurance policies specified in Clauses 9 in the event of any claim.

(vii)         The CONTRACTOR shall obtain the insurance described in this Clause 9 from reputable and financially secured companies licensed or incorporated in Malaysia and acceptable by the COMPANY.

 

10.           Safety

(i)            The CONTRACTOR shall thoroughly familiarise itself and shall strictly comply with all relevant statutory requirements and COMPANY’s regulations, safety rules, practices and requirements which may be in force at any particular time. In general, this may be found in the COMPANY’s Safety Manual which is available on request. The CONTRACTOR shall be responsible for keeping itself up to date with all new or amended safety requirements.

(ii)           The CONTRACTOR shall at its own expense supply to all its employees, servants and agents and ensure that its subcontractors’ employees, servants and agents are provided with adequate personal protective equipment which shall include but not necessarily be limited to gloves, fibreglass safety helmets, relevant safety eye and ear protection, safety shoes or boots, cotton or flame retardant overalls and where appropriate, safety harness. Such protective equipment shall be supplied and always maintained in good condition at the CONTRACTOR’s or subcontractors’ expense as the case may be and such expense shall be deemed to have been included in the CONTRACT price.

 

11.           Foreign Workers

(i)            The CONTRACTOR shall comply with all relevant statutory requirements relating to the employment of foreign workers, including but not limited to the Immigration Act, 1959 and Workmen Compensation Act, 1952, rules and regulations, guidelines and directives issued by relevant governmental authorities and the COMPANY’s regulations, policies and procedures which may be in force at any particular time. The CONTRACTOR is absolutely prohibited from engaging any illegal foreign workers to perform the WORK and any breach will be ground for immediate termination of the CONTRACT. The CONTRACTOR shall be liable for all losses and damages that the COMPANY may incur relating to, arising or resulting from breach of this Clause, including punitive damages.  

 (ii)          The CONTRACTOR shall be required to submit to the COMPANY a complete list of all its foreign workers performing the WORK, updated list prior to any change and any verification documents which the COMPANY may reasonably require. All foreign workers are required, as a minimum, to (a) possess valid work permits (b) have passed requisite medical examinations (c) not be convicted of a criminal offence in any country or state.

(iii)          The CONTRACTOR shall be responsible to obtain the necessary work permits or professional passes and to pay for all related costs.      

 

12.           Secrecy

                The CONTRACTOR shall maintain and shall ensure that its personnel maintains fully confidential all matters not in the public domain which arise from or concern the CONTRACT.

 

13.           Proper Law

                The validity, application, interpretation and implementation of the CONTRACT and any dispute, controversy and claim arising therefrom shall be governed exclusively by Malaysian Law.

 

 

a:\AGM-01800

27/04/00 [rev 2:27/04/05]