Article 11. Contractors Rights and Obligations

11.1. The Contractors Rightsa) xut vi nh thu v rising volume out of the Contracts; refuse to perform Cng vic ngoi phm vi hp ng without agreement by both parties and Yu cu bt hp php of the Client.b) Change the approved method statement in order to y nhanh Tin ,m bo cht lng,an ton hiu qu of the Works basing on the signed Contract price.c) Access to the Site (Tip cn cng trng)- An extension of time for any such delay, if completion is or will be delayed, and- Payment of any such additional Cost, which shall be included in the Contract Price.11.2. The Contractors ObligationsNgoi vic performing all the Scope of Works in the Contract, the Contractor also has Cc ngha v sau vi ch u t:- The Contractor shall provide Nhn cng,vt liu,my mc,vt t v cc ti liu lien quan khc, electricity (including electrical source), water (including water source), cng trnh tm and other sufficient cost to perform and complete the works and remedy any defects under the signed Contract.- Provide his own project team to Qun l v gim st the works and Hp tc vi Clients team and receive Tt c cc ch dn cn thit and attend any meetings required by the Client;- Provide Cng nhn lnh ngh,c nhiu kinh nghim to ensure proper execution and high quality of works;- The Contractor shall execute construction works Theo ng vi thit k,tiu chun,quy nh,tiu chun XD, ensure quality, schedule, safety, environmental protection, and fire prevention;- The Contractor shall be responsible for preparation of Bin php t chc thi cng, Ghi nht k thi cng XD cng trnh, preparation of payment documents, H s hon cng,Quyt ton hp ng , materials testing, inspection of equipment and construction worksTheo ng quy nh ca hp ng - The Contractor shall keep all information related to the confidential Contract;- The Contractor shall reply in writing to ngh hay yu cu of the Client within 07 days.- The Contractor shall provide its credit agreement with a reputable Bank Cung cp ti chnh cho gi thu in order not to affect Tin ca gi thu. Vic thanh ton chm nht shall be made by the Client to the Contractor in accordance with Article 18 and/or the Client shall be responsible for paying interest for the late payment upon 14 days from the date the Payment Documents is approved.11.3. Contractors Personnel (Nhn lc nh thu)The Contractor's Personnel shall be appropriately trnh chuyn mn,k nng kinh nghim in their respective/correlative trades or occupations. If appropriate, the Contractor shall then Ch nh (or cause to be appointed) 1 ngi thch hp thay th.The Contractor shall at all times take all reasonable precautions to prevent any unlawful, riotous or disorderly conduct by or amongst the Contractor's Personnel, and to preserve peace and protection of persons and property on and near the Site.11.4. Record of Contractors Personnel and Equipment

The Contractor shall submit, to the Client, details showing the number of each class of Contractor's Personnel and of each type of Contractor's Equipment on the Site. Details shall be submitted each calendar week, in a form approved by the Client, until the Contractor has completed all work which is known to be outstanding at the completion date stated in the Taking-Over Certificate for the Works.

11.5. Co-operationThe Contractor shall be responsible to cooperate with the Clients personnel, other Contractors employed by the Client.Services for these personnel and other contractors may include the use of Contractor's Equipment, Temporary Works or access arrangements which are the responsibility of the Contractor. If the Contractor incurs Cost beyond the Contract price, the parties shall consider this as an additional cost.

11.6. Setting OutThe Contractor shall set out the Works in relation to original points, lines and levels of reference specified in the Contract. The Contractor shall be responsible for the correct positioning of all parts of the Works, and shall rectify any error in the positions, levels, dimensions or alignment of the Works.The Client shall be responsible for any errors in these specified or notified items of reference, but the Contractor shall use reasonable efforts to verify their accuracy before they are used.If the Contractor suffers delay and/or incurs Cost from executing work which was necessitated by an error in these items of reference, and an experienced contractor could not reasonably have discovered such error and avoided this delay and/or Cost, the Contractor shall give notice to the Client and shall be entitled subject to Article 22 [Claim and Dispute Handing].

11.7. Site Conditions The Contractor shall be deemed to have inspected and examined the Site, its surroundings, the above data and other available information and to have been satisfied before submitting the Tender as to all relevant matters, including (without limitation):a) The form and nature of the Site, including sub-surface conditions. b) The hydrological and climatic conditions.c) The extent and nature of the work and materials necessary for the execution and completion of the Works and the remedying of any defects.d) The provisions of the labor law.e) The Contractor's requirements for access, accommodation, facilities, personnel, power, transport, water and other services.If the Contractor encounters adverse physical conditions which he considers to have been Unforeseeable, the Contractor shall give notice to the Client as soon as practicable. This notice shall describe the physical conditions, so that they can be inspected by the Engineer, and shall set out the reasons why the Contractor considers them to be Unforeseeable. The Contractor shall continue executing the Works, using such proper and reasonable measures as are appropriate for the physical conditions, and shall comply with any instructions which the Engineer may give. If an instruction constitutes a Variation, Article 20 [Risks and Force Majeure] shall apply.

11.8. Way and Facilities

The Contractor shall bear all costs and charges for special and/or temporary rightsof-way which he may require, including those for access to the Site. The Contractor shall also obtain, at his risk and cost, any additional facilities outside the Site which he may require for the purposes of the Works.The Contractor shall use reasonable efforts to prevent any road or bridge from being damaged by the Contractor's traffic or by the Contractor's Personnel. These efforts shall include the proper use of appropriate vehicles and routes.Unless otherwise stated in these conditions:a) The Contractor can not use or possess the whole road, pavements regardless of whether it is public or being controlled by the Client or others.b) The Contractor shall (as between the Parties) be responsible for any maintenance which may be required for his use of access routes.c) The Contractor shall provide all necessary signs or directions along access routes, and shall obtain any permission which may be required from the relevant authorities for his use of routes, signs and directions.d) The Client shall not be responsible for any claims which may arise from the use or otherwise of any access route.) The Client does not guarantee the suitability or availability of particular access routes. e) Costs due to non-suitability or non-availability, for the use required by the Contractor, of access routes shall be borne by the Contractor.

11.9. Transport of Materials and EquipmentUnless otherwise stated:a) The Contractor shall give the Client not less than 7 days' notice of the date on which any materials, equipment will be delivered to the Site (including packing, loading, transporting, receiving, unloading, storing and protecting all materials, equipment).b) The Contractor shall indemnify and hold the Client harmless against and from all damages, losses and expenses (including legal fees and expenses) resulting from the transport of materials, equipment.

11.10. Contractors EquipmentThe Contractor shall be responsible for all Contractor's Equipment. When brought on to the Site, Contractor's Equipment shall be deemed to be exclusively intended for the execution of the Works. The Contractor shall not remove from the Site any major items of Contractor's Equipment without the consent of the Client. However, consent shall not be required for vehicles transporting materials, equipment, or Contractor's Personnel off Site.

11.11. Clients Equipment and Free - Issue Materials (if any)

a) The Client shall be responsible for Clients Equipment, except thatb) The Contractor shall be responsible for each item of Client's Equipment whilst any of theContractor's Personnel is operating it, driving it, directing it or in possession or control of it.

The appropriate quantities and the amounts due (at such stated prices) for the use of Client's Equipment shall be agreed or determined in the Contract. The Contractor shall pay these amounts to the Client.The Client shall supply, free of charge, the "free-issue materials" (if any) in accordance with the details stated in the Specification. The Client shall, at his risk and cost, provide these materials at the time and place specified in the Contract. The Contractor shall then inspect them, and shall promptly give notice to the Client of any shortage, defect or default in these materials. Unless otherwise agreed by both Parties, the Client shall immediately rectify the notified shortage, defect or default.After this inspection, the free-issue materials shall come under the care, custody and control of the Contractor. The Contractor's obligations of inspection, care, custody and control shall not relieve the Client of liability for any shortage, defect or default not apparent from a visual inspection.

11.12. ContractorsOperation on SiteThe Contractor shall confine his operations to the Site, and to any additional areas which may be obtained by the Contractor and agreed by the Client as working areas. The Contractor shall take all necessary precautions to keep Contractor's equipment and Contractor's personnel within the Site and these additional areas, and to keep them off adjacent land. During the execution of the Works, the Contractor shall keep the Site free from all unnecessary obstruction, and shall store or dispose of any Contractor's Equipment or surplus materials. The Contractor shall clear away and remove from the Site any wreckage, rubbish and Temporary Works which are no longer required.Upon the issue of a Taking-Over Certificate, the Contractor shall clear away and remove, from that part of the Site and Works to which the Taking-Over Certificate refers, all Contractor's equipment, surplus material, wreckage, rubbish and Temporary Works. The Contractor shall leave that part of the Site and the Works in a clean and safe condition. However, the Contractor may retain on Site, during the Defects Notification Period, such materials, equipment as are required for the Contractor to fulfill obligations under the Contract.If all materials and equipment are not removed from the site within 14 days after the Client issue Taking-Over Certificate, the Client may sell or dispose materials and equipment and the money from the sale of materials and equipment will be handed over to the Contractor after deducting expenses incurred by the Client.

11.13. Other relevant IssuesAll fossils, coins, articles of value or antiquity, and structures and other remains or items of geological or archaeological interest found on the Site shall be placed under the care and authority of the Client. The Contractor shall take reasonable precautions to prevent Contractor's Personnel or other persons from removing or damaging any of these findings.The Contractor shall, upon discovery of any such finding, promptly give notice to the Client, who shall issue instructions for dealing with it. If the Contractor suffers delay and/or incurs Cost from complying with the instructions, the Contractor shall give a further notice to the Client and shall be entitled subject to Article 22 [Claim and Dispute Handing].

Article 12. Consultants Right and Obligations

12.1. The Consultants RightsThe Consultant who manages the Contract is the person or firm engaged and authorized by the Client on his behalf. The Consultant's staff shall include suitably qualified engineers and other professionals who are competent to carry out these duties.The Consultant shall have no authority to amend the Contract.

The Consultant may exercise the authority attributable to the Consultant as specified in or necessarily to be implied from the Contract. If the Consultant is required to obtain the approval of the Client before exercising a specified authority, the requirements shall be as stated in the Contract. The Client undertakes not to impose further constraints on the Consultant's authority, except as agreed with the Contractor.However, whenever the Consultant exercises a specified authority for which the Client's approval is required, then (for the purposes of the Contract) the Client shall be deemed to have given approval.Unless otherwise stated in these conditions: a) Whenever carrying out duties or exercising authority, specified in or implied by the Contract, theConsultant shall be deemed to act for the Client.b) The Consultant has no authority to relieve either Party of any duties, obligations or responsibilities under the Contract.c) Any approval, check, certificate, consent, examination, inspection, instruction, notice, proposal, request, test, or similar act by the Consultant (including absence of disapproval) shall not relieve the Contractor from any responsibility he has under the Contract, including responsibility for errors, omissions, discrepancies and non-compliances.

12.2. Delegation by the ConsultantThe Consultant may from time to time assign duties and delegate authority to assistants if approved by the Client. These assistants may include a resident engineer, and/or independent inspectors appointed to inspect and/or test items of plant and/or materials. The assignment, delegation shall be in writing and shall not take effect until copies have been received by the Client. However, unless otherwise agreed by both Parties in the Contract or the Client, the Client shall not delegate the authority to determine any matter. The Engineer/RepresentativeConsultant who are intended to replace shall be suitably qualifed, professionals and approved by the Client.Assistants shall be suitably qualified persons, who are competent to carry out these duties and exercise this authority.Each assistant, to whom duties have been assigned or authority has been delegated, shall only be authorized to issue instructions to the Contractor to the extent defined by the delegation. Any approval, check, certificate, consent, examination, inspection, instruction, notice, proposal, request, test, or similar act by an assistant, in accordance with the delegation, shall have the same effect as though the act had been an act of the Consultant. However:a) Any failure to disapprove any work, plant or materials shall not constitute approval, and shall therefore not prejudice the right of the Consultant to reject he work, plant or materials.b) If the Contractor questions any determination or instruction of an assistant, the Contractor may refer the matter to the Consultant, who shall promptly confirm, reverse or vary the determination or instruction.

12.3. Instruction of the ConsultantThe Consultant may issue to the Contractor (at any time) instructions and additional or modified Drawings which may be necessary for the execution of the Works and the remedying of any defects, all in accordance with the Contract. The Contractor shall only take instructions from the Consultant, or from an assistant.The Contractor shall comply with the instructions given by the Consultant or delegated assistant, on any matter related to the Contract. Whenever practicable, their instructions shall be given in writing. If the Consultant or a delegated assistant:a) gives an oral instruction, b) receives a written confirmation of the instruction, from (or on behalf of) the Contractor, within 2 working days after giving the instruction, and

c) does not reply by issuing a written rejection and/or instruction within 2 workings days after receiving the confirmation,then the confirmation shall constitute the written instruction of the Consultant or delegated assistant (as the case may be).

12.4. Replacement of the ConsultantIf the Client intends to replace the Consultant, the Client shall, not less than 07 days before the intended date of replacement, give notice to the Contractor of the name, address and relevant experience of the intended replacement Consultant. The Client shall not replace the Consultant with a person against whom the Contractor raises reasonable objection by notice to the Client, with supporting particulars.12.5. Determinations of the ConsultantThese conditions provide that the Consultant shall proceed in accordance with this Sub-Clause to agree or determine any matter, the Consultant shall consult with each Party in an endeavor to reach agreement. If agreement is not achieved, the Consultant shall make a fair determination in accordance with the Contract, taking due regard of all relevant circumstances.The Consultant shall give notice to both Parties of each agreement or determination, with supporting particulars. Each Party shall give effect to each agreement or determination unless and until revised under Article 22 [Claims and Disputes handing].

Article 13. Construction Supervision Consultants Rights and Obligations

13.1. Rights of the Construction Supervision Consultant

The Construction Supervision Consultant is the person who shall carry out the duties assigned by the Client as described in the Contract and as per provision of Laws. The Construction Supervision Consultant's staff shall include suitably qualified engineers and other professionals who are competent to carry out these duties.The Construction Supervision Consultant shall have no authority to amend the Contract.The Construction Supervision Consultant may exercise the authority attributable to the Construction Supervision Consultant as specified in or necessarily to be implied from the Contract. If the Construction Supervision Consultant is required to obtain the approval of the Client before exercising a specified authority, the requirements shall be as stated in the Contract. The Client undertakes not to impose further constraints on the Construction Supervision Consultant's authority, except as agreed with the Contractor.Unless otherwise stated in these conditions:a) The Construction Supervision Consultant has no authority to relieve either Party of any duties, obligations or responsibilities under the Contract.b) Any approval, check, certificate, consent, examination, inspection, instruction, notice, proposal, request, test, or similar act by the Construction Supervision Consultant (including absence of disapproval) shall not relieve the Contractor from any responsibility he has under the Contract, including responsibility for errors, omissions, discrepancies, and non-compliances.13.2. Responsibilities of the Construction Supervision ConsultantSupervision of quality of the construction Works.The content of supervision shall comply with the law on management of construction works quality. 13.3. Replacement of the Construction Supervision Consultant

If the Client intends to replace the Construction Supervision Consultant, the Client shall, not less than 07 days before the intended date of replacement, give notice to the Contractor of the name, address and relevant experience of the intended replacement Construction Supervision Consultant. The Client shall not replace the Construction Supervision Consultant with a person against whom the Contractor raises reasonable objection by notice to the Client, with supporting particulars.Article 14. Subcontractor14.1. Subcontracting shall satisfies the following conditions:a) If Subcontractors are not in the list attached to the Contract, it shall need to be approved by the Client.b) The Contractor shall take the responsibility for schedule, quality, safety and environment, work defect undertaken by the Contractor and its Subcontractor.c) The Contractor is not allowed to sublet all the contractual scope of work.

14.2. Subcontractor appointed by the Client (if any)a) Subcontractor appointed by the Client is one whom the Client recommended to be hired by the Contractor in order to perform part of works that requires high level of skill or technical knowhow or when the Contractor is not be able to satisfy the Schedule of the Contract as required by the Client. b) The Contractor reserves the right to reject the Subcontractor appointed by the Client if the works being performed by the Contractor are within contractual agreement or if the Contractor provide clarification that the Subcontractor appointed by the Client does not qualify for the contractual requirements.

14.3. The Client may directly make the payment to the Subcontractor based on the Contractors request.

Article 15. Labor Safety, Protection of the Environment, Fire Fighting and Prevention

15.1. Labor Safetya) The Contractor shall prepare safety plan to ensure safety of workers, structures, equipment, and people around the area. b) Safety methods and rules on safety shall be displayed on the construction site for everyone to see and obey. It shall include instructions and warnings to prevent accidents in all locations at all times.c) Parties responsible shall regularly inspect and supervise the work of occupational safety on site and they shall suspend construction upon detection of any violations or wrongdoings. Organizations and individuals who knowingly or unknowingly allowed any violation of occupational safety to happen under their management will be held responsible under the law.d) The contractor will be responsible for training, guidance and instructing regulations on occupational safety for employees. Client may required certificate of training for some specialized works that required special safety trainings.e) The contractor shall provide adequate safety equipment for employees.In case of accident or occurrence of safety related problems, contractor and related parties will be responsible in solving the issue and report to labor safety management of state. The contractor has to resolve and compensate the damage caused by their unsafe working methods in accordance with the provisions of the law.15.2. Protection of the Environment

The Contractor shall take all reasonable steps to protect the environment (both on and off the Site) and to limit damage and nuisance to people and property resulting from pollution, noise and other results of his operations.The Contractor shall ensure that emissions, surface discharges and effluent from the Contractor's activities shall not exceed the values indicated in the Specification, and shall not exceed the values prescribed by applicable Laws.15.3. Fire Fighting and Prevention

All Parties in the Contracts shall comply with the provisions of the state about fire fighting and prevention.Article 16. Electricity, Water and Site Security

16.1. Electricity, Water on Site

The Contractor shall, except as stated below, be responsible for the provision of all power, water and other services he may require.

The Contractor shall be entitled to use for the purposes of the Works such supplies of electricity, water, gas and other services as may be available on the Site and of which details and prices are given in the Specification. The Contractor shall, at his risk and cost, provide any apparatus necessary for his use of these services and for measuring the quantities consumed. The Contractor shall pay the quantities consumed and cost for the above services as specified in the Contract.

16.2. Site Security

Unless otherwise stated:

a) The Contractor shall be responsible for keeping unauthorised persons off the Site, and

b) Authorised persons shall be limited to the Contractor's personnel and the Client's personnel; and to any other personnel notified to the Contractor, by the Client.Article 17. Suspension and Termination of the Contract by the Client

17.1. Suspension of the Contract by the Client

If the Contractor fails to carry out any obligation under the Contract, the Client may by notice require the Contractor to make good the failure and to remedy it within a specified reasonable time.

The Client may decide to suspend the Contract if the Contractor does not meet the requirements of quality, labor safety and signed schedule.

Prior to the suspension, the Client shall notify the Contractor in writing not less than 7 days and the notice shall state clearly the reasons for suspension.

17.2. Termination of the Contract by the Client

The Client shall be entitled to terminate the Contract if the Contractor:

a) Fails to comply with Sub-Clause 4.1 [Performance Security] or with a notice under Sub-Clause

17.1 [Suspension of the Contract by the Client] of this Contract.

b) Abandons the Works or otherwise plainly demonstrates the intention not to continue performance of his obligations under the Contract.

c) Stops working for 10 consecutive days without reasonable excuse.

d) Subcontracts the whole of the Works or assigns the Contract without the required aggrement.

) Becomes bankrupt or insolvent, goes into liquidation, has a receiving or administration order made against him, compounds with his creditors, or carries on business under a receiver, trustee or manager for the benefit of his creditors, or if any act is done or eventoccurs which (under applicable Laws) has a similar effect to any of these acts or events;

In any of these events or circumstances, the Client may, upon giving 7 days' notice to the Contractor, terminate the Contract and expel the Contractor from the Site. However, in the case of sub-paragraph (), the Client may by notice terminate the Contract immediately. The Client's election to terminate the Contract shall not prejudice any other rights of the Client, under the Contract.

The Contractor shall then leave the Site and deliver any required materials, all Contractor's documents, and other design documents made by or for him, to the Client. However, the Contractor shall use his best efforts to comply immediately with any reasonable instructions included in the notice for the protection of life or property or for the safety of the Works.

After termination, the Client may complete the Works and/or arrange for any other entities to do so. The Client and these entities may then use any materials, Contractor's documents and other design documents made by or on behalf of the Contractor.

The Client shall then give notice that the Contractor's equipment and Temporary Works will be released to the Contractor at or near the Site. The Contractor shall promptly arrange their removal, at the risk and cost of the Contractor. However, if by this time the Contractor has failed to make a payment due to the Client, these items may be sold by the Client in order to recover this payment. Any balance of the proceeds shall then be paid to the Contractor.

In special cases, the Client shall be entitled to terminate the Contract, at any time for the Client's convenience, by giving notice of such termination to the Contractor. The termination shall take effect 14 days after the later of the dates on which the Contractor receives this notice or the Client returns the Performance Security.

17.3. Valuation at Date of Termination

As soon as practicable after a notice of termination under Sub-Clause 17.2 [Termination by the Client] has taken effect, the Client shall proceed to agree or determine the value of the Works, materials and Contractor's documents, and any other sums due to the Contractor for work executed in accordance with the Contract.

17.4. Payment after Termination

After a notice of termination under Sub-Clause 17.2 [Termination by the Client] has taken effect, the Client may:

a) Withhold further payments to the Contractor until the costs of execution, completion and remedying of any defects, damages for delay in completion (if any), and all other costs incurred by the Client, have been established, and/or

b) Recover from the Contractor any losses and damages incurred by the Client and any extra costs of completing the Works, after allowing for any sum due to the Contractor. After recovering any such losses, damages and extra costs, the Client shall pay any balance to the Contractor.

17.5. Cessation of Work and Removal of Contractors Equipment.

After a notice of termination under Sub-Clause 17.2 [Termination by the Client] has taken effect, the Contractor shall promptly:

a) Cease all further work, except for such work as may have been instructed by the Client for the protection of life or property or for the safety of the Works. b) Hand over Contractor's documents, plant, materials and other work, for which the Contractor has received payment.

c) Remove all other materials from the Site, except as necessary for safety, and leave the Site.Article 18. Suspension and Termination of the Contract by the Contractor

18.1. Contractors Entitlement to Suspend Work

If the Client fails to comply with Sub-Clause 8.4 [Payment Period], The Contractor may suspend works if he has not received any due payment after 30 days from the date that they should be paid. However, the Contractor shall give at least 14 days written notice of their intention to suspend work (or reduce the rate of work) unless and until the Contractor has received the payment under the Contract.

The suspension of work by the Contractor under this Sub-Clause shall not prejudice his entitlements to financing charges and to termination under Sub-Clause 18.2 [Termination by the Contractor].

If the Contractor subsequently receives payment before giving a notice of termination, the

Contractor shall resume normal working as soon as is reasonably practicable.

If the Contractor suffers delay and/or incurs Cost as a result of suspending work (or reducing the rate of work) in accordance with this Sub-Clause, the Contractor shall give notice to the Client and shall be entitled subject to Article 22 of the Contract [Claim and disputes handling].

18.2. Termination of the Contract by the Contractor

The Contractor shall be entitled to terminate the contract if:

a) The Contractor does not receive the payment within 60 days from the submission of adequate payment with supporting documents.

b) The Client substantially fails to perform his obligations under the Contract;

c) The suspension is longer than 45 days;

d) The Client becomes bankrupt or insolvent, goes into liquidation, has a receiving or administration order made against him, compounds with his creditors, or carries on business under a receiver, trustee or manager for the benefit of his creditors, or if any act is done or event occurs which (under applicable Laws) has a similar effect to any of these acts or events.

In any of these events or circumstances, the Contractor may, upon giving 7 days' notice to the Client, terminate the Contract. However, in the case of subparagraph (d), the Contractor may by notice terminate the Contract immediately.

18.3. Payment on Termination

After a notice of termination under Sub-Clause 18.2 [Termination by the Contractor] takes effect, the Client shall promptly:

a) Return the Performance Security to the Contractor;

b) Release any due payment to the Contractor. Article 19. Insurance and Warranty

19.1. Insurance

a) The Client shall be responsible to purchase the insurance for works. If the Client has bought the insurance for works; when loss and damage occuring to works belong to scope of works of the Contractor, the Contractor shall perform the procedures required in order to receive the compensation. The Client will not take responsibility if the Contractor does not perform the above procedures. In case the Contractor can receive the compensation then the Contractor shall be deductible in accordance with the provision under contract of insurance service signed between the Client and the Provider of insurance service. b) The Contractor shall be responsible to purchase the insurance for equipments, all his staff and third-party:

- Contractors Plant and Equipment (CMP) Insurance: Limit of indemnity shall be equal to new replacement value;

- Workmens Compensation Coverage: Limit of indemnity at least 30 times of monthly salary.

The Contractor shall submit all insurance documents to the Client and Consultant for review prio to mobilize to the site.

19.2. Warranty

After Taking Over Certificate has been issued, the Contractor shall give a warranty to the Works within 2 years from taking over date.

During warranty period, the Contractor shall repair at his own cost all mistakes and defects due to poor workmanship during construction. All mistakes and defects shall be repaired not later than 7 days after receiving the notice from the Client. Beyond that date, if the Contractor fails to carry out the repair works, the Client has right to engage another Contractor to do all the repair works and all the related cost shall be paid by contractor.Article 20. Risks and Force Majeure

20.1 Risks and Force Majeure

a) Risks are bad problem affects negatively on implementing contract.

b) Force majeure is one of risks can not against if it occurs and can not predict when signing contract such as earthquake, typhoon, flood, tsunami, hurricane, volcanic activity, war, disease.

c) When one Party in force majeure, they shall notify in writting to the other as soon as practicable. 20.2. Consequences of Risks

If and to the extent that any of the risks listed in Sub-Clause 20.1 above results in loss or damage to the Works, Material, Equipmen or Contractor's Documents. the Contractor shall promptly give notice to the Client and shall rectify this loss or damage to the extent required by the Client.

20.3. Responsibilities of Contractor

The Contractor shall take full responsibility for the care of the Works and Materials, Equipment from the Commencement Date until the Taking-Over Certificate is issued (or is deemed to be issued under Sub-Clause 6.5 [Taking Over of the competed Works and Sections] for the Works, when responsibility for the care of the Works shall pass to the Client. If a Taking-Over Certificate is issued (or is so deemed to be issued) for any Section or part of the Works, responsibility for the care of the Section or part shall then pass to the Client.

After responsibility has accordingly passed to the Client, the Contractor shall take responsibility for the care of any work which is outstanding on the date stated in a Taking-Over Certificate, until this outstanding work has been completed.

If any loss or damage happens to the Works, Materials, Equipment, or Contractor's Documents during the period when the Contractor is responsible for their care, from any cause not listed in this Sub-Clause, the Contractor shall rectify the loss or damage at the Contractor's risk and cost, so that the Works, Material, Equipment, and Contractor's Documents conform with the Contract.

The Contractor shall also be liable for any loss or damage which occurs after a Taking Over Certificate has been issued and which arose from a previous event for which the Contractor was liable.

20.4. Compensation for Risks

The Contractor shall be responsible for and compensate for any damages, complaints, lossess and cost (including legal cost) to the Client and the Clients employees that are related to:

a) Physical damages, disease of fatal incident of any person occur due to the execution and completion of the works and defect handling except for the fault or intention of violation of the Client, the Clients employees or any other representative.

b) Damages or missing of any properties, real estate or personal possesion (that are not within the works) under the circumstances that those damages or missings:

- Occur from or during the process or due to the execution and completion of the works and defect handling;

- To be considered due to the careless or intention of violation of the Contractor, the Contractors employees or any other person directly or indirectly hired.

The Client shall be responsible for and compensate for any damages, complaints, lossess and cost (including legal cost) to the Contracor and the Contractors employees that are related to Physical damages, disease of fatal incident due to the carless or intention of violation of the Client, the Emloyers employees. 20.5. Notifications of Force Majeure

If the performance obligations of any party is prevented due to force majeure, the Party shall give Notice to the other clarifying the conditions and delayed or to be delayed obligations. The Notifications shall be given as soon as that Party has been aware of the conditions or supposed to be aware of the cause for fore majeure.

The Party, once having given the Notifications shall be relieved from the obligations during the period when force majeure delay their works.

Under any circumstances of this Sub-Clause, force majeure shall not be applied to the contractual payment obligations.

20.6. Consequences of Force Majeure

If the Contractor is prevented from performing of any contractual obligations by Force majeure of which Notification has been given under Sub-Clause 20.5 and suffers delay or incur cost by reason of such force majeure, the Contractor shall be entitled to Article 22:

a) an extension of time for any such delay, if completion is or will be delayed under Sub-Clause 7.3

b) If the event or circumstance is of the kind described in (b) of Sub-Clause 20.1, payment of any such cost.

Upon receipt of such Notification the Client shall consider to come to an agreement of handling the issues.

20.7. Termination of Contract due to Force Majeure, Payment and Release

If the execution of the works is prevented for a continuous period of 60 days by reason of force majeure of which notification has been given under Sub-Clause 20.5 or for multiple periods which total more than 60 days due to the same notified force majeure then either party may serve a notice of contract termination. In this event the termination shall take effect 14 days after the notice is given.

Upon such termination, the Client shall pay the Contractor:

a) The amount payable for any works carried out by the Contractor for which a price is stated in the

Contract.

b) The cost of equipments and materials for the works which have been delivered to the Contractor, or of which the Contractor is liable to accept delivery: this equipments and materials shall become property of (and be at the risk of) the Client when paid for by the Client and the Contractor shall place the same at the Clients disposal.

c) Any other cost or liability which in the circustances was reasonable inccured by the Contractor in the expectation of completing the works.

d) The cost of removal of temporary works and equipments from the site and return of these items to the Contractors work. e) The cost of repatriation of the Contractors employees and labour employed wholly in connection with the work at the time of termination.

iu 21. Pht vi phm hp ng

i vi Nh thu: nu chm tin th pht 0,5% gi hp ng cho 01 ngy chm nhng tng s tin pht khng qu 12% gi tr hp ng b vi phm.

Article 21. Contract Penalty

Penalty of 0,5% of Contract Price per 01 day of delay but not exceeding 12% of contract price shall be applied to the Contractor.Article 22. Claims and Disputes Handling

22.1. Claims

As per Decree No. 48/2010/N-CP dated May 7, 2010 of the Government.

22.2. Disputes Handling

When disputes arise during the contract performance, the Parites shall try to handle by amicable settlement.

If amicable settlement is not reached within 30 days from the date the disputes arise, the contracting Parites shall refer and submit the dispute to a proper and competent arbitration court (or The Peoples Court) as per Vietnamese Law. The decision of the arbitration court (or The Peoples Court) shall be final and binding to both Parties. The cost incurred for the arbitration proceedings shall be borne by the loosing party.

22.3. Terminated or cancled contract shall not affect the terms of dispute handling

Article 23. Settlment of the Contract and Liquidation

23.1. Settlement of the Contract

Within 21 days upon receipt of Taking over Minutes for the completion of all contractual works, the Contractor shall submit to the Client 08 copies of documents for Settlement of the Contract including the documents in the form which was approved by the Client:

- The Taking Over Cirtificate;

- Additional work confirmation (if any); - Payment settlement calculation in which paid amount and balance amount to be clearly mentioned;

- As built documents, execution diary;

- Other documents as per contract (if any).

The time for submission of stettement shall be no later than 21 days from the date of taking over the works, including additional work, if any.

23.2. Contract Liquidation

a) The Contract shall be liquided in case

- Both Parties have fully fulilled their contractual obligations;

- The Contract has been terminated (cancled) as per Article 18, 17

b) The Contract liquidation shall be completed within 21 days from the date the Parties completed their obligations or the Contract is terminated (cancelled) as stated in (a) of the Sub-Clause 2 of this Article.

23.3. Termination of the Clients Liability

The Client shall not be liable to the Contractor for any thing that under the Contract or related to the Contract after the Contract has been liquidated.

Article 24. Validity of Contract

24.1. Contract Valid Time

The Contract shall become effective on the date the followings are fulfilled: - Both Partities have signed this Contract Agreement

- The Client has received Performance Security,

- The Client has received Advance Payment Bond,

- The Contractor has received Advance Payment, and

- The Client has handed-over the working area and construction drawings to the Contractor.

24.2. Legality of the Contract

a) The valid Contract shall be legal basic of which the Client, Contractor and related parties take the responsibility to perform the obligations.

b) The valid contract shall be the basis to handle disputes between parties. Any disputes arise not under the Contract shall be handled based on related and prevailing laws and regulations.

Article 25. General Provisions

25.1. The Parties hereby commit to perform the terms and conditions specified in this Contract.

25.2. The Contract is made into 6 copies in billingual. If case of any discrepancies between Vietnamese and English version, Vietnamese version shall be govern. The Client keeps 4 copies and the Contractor keeps 2 copies.

I DIN CH U T

FOR AND ON BEHALF OF THE CLIENT I DIN NH THU

FOR AND ON BEHALF OF THE CONTRACTOR