Conditions of Sub Contract

1.0 Notice Of Main Contract

1.1 The Sub-Contractor shall be deemed to
have notice of all the provisions of the
Main Contract except the detailed prices
included in schedules and bills of
quantities therein.

2.0 Sub-Contractor's Obligations

2.1 The Sub-Contractor shall upon and
subject to the Conditions of Sub-
Contract carry out and complete the
Sub-Contract Works in accordance with
the Sub- Contract Documents and in
compliance therewith provide materials
and standards of workmanship of the
quality and standard therein specified in
every respect to the reasonable
satisfaction of the Architect.

2.2 The Sub-Contractor shall observe,

perform and comply with all the
provisions of the Main Contract on the
part of the Contractor to be observed,
performed and complied with so far as
they relate and apply to the Sub-
Contract Works (or any portion of the
same). Provided always, that such
obligations are not repugnant to or
inconsistent with (he express provisions
of this Sub-Contract as if all the same
were severally set out herein.

2.3 The Sub-Contractor shall indemnify and

save harmless the Contractor against
and from :-
(i) any breach, non-observance or non-
performance by the Sub- Contractor,
his servants or agents of the said
provisions of the Main Contract or
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 any of them, and
(ii) any act or omission of the Sub-
Contractor. his servants or agents
which involves the Contractor in any
liability to the Employer under the
Main Contract; and
(iii) any claim, damage, loss or expense
due to or resulting from any
negligence or breach of duty on the
part of the Sub-Contractor. His
servants or agents (including any
wrongful usage by him or them of the
scaffolding referred to in Clause 16 of
this Sub-Contract or other property
belonging to or provided by the
Contractor) : and
(iv) any loss or damage resulting from
any claim under statute in force for
the time being by an employee of the
Sub-Contractor in respect of personal
injury arising out of or in the course
of his employment.

2.4 Nothing in this Sub-Contract shall

impose any liability on the Sub-
Contractor in respect of any negligence
or breach of duty on the part of the
Employer, the Contractor, his other sub-
contractors or their respective servants
or agents nor create privity of contract
between the Sub-Contractor and the
Employer or any other sub-contractor.

3.0 Insurance Against Injury To Persons

And Property
3.1 The Contractor and Sub-Contractor
respectively shall, so far as is reasonably
practicable, effect and keep in force
during all material times policies of
insurance with such insurance company
or other insurers of such an amount as
shall be approved by the other. Stich

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 insurance policies shall be for their
respective liabilities under any statute in
force for the time being in respect
of injuries to persons and at Common
Law in respect of injuries to persons or
property arising out of and in the course
of the execution of the Main Contract
Works and the Sub-Contract Works
and/or arising out of and in the
course of the employment of any
workmen employed by them
respectively or caused thereby or due
thereto respectively.
3.2 The Sub-Contract Works (including
materials and goods of the Sub-
Contractor properly delivered to and/or
placed on the Site for use in the Sub-
Contract Works) shall as regards loss or
damage by fire (whether such fire be
caused by the negligence of the Sub-
Contractor or those for whose actions
the Sub-Contractor is responsible or
otherwise), storm, tempest, lightning,
flood, earthquake, aircraft or anything
dropped therefrom, aerial objects, riot
and civil commotion be at the sole risk
of the Contractor.
3.3 In the event of any loss or damage by
fire, storm, tempest, lightning, flood,
earthquake, aircraft or anything dropped
therefrom, aerial objects, riot and
civil commotion caused to the Sub-
Contract Works (including any of the
materials and goods of the Sub-
Contractor properly delivered to and/or
placed
on the Site for use in the Sub-Contract
Works) the Contractor to the extent of
such loss or damage shall pay to the
Sub-Contractor the full value of the
same, such value to be calculated in
accordance with Clauses 4.4 and 4.5
hereof.
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13.4 The Contractor shall for the benefit of
himself and the Sub-Contractor at all
material times insure for the full value
thereof of the Sub-Contract Works
(including materials and goods of the
Sub-Contractor properly delivered to
and/or placed on the Site for use in the
Sub-Contract Works) or procure their
insurance by the Employer and keep
them or have kept them insured against
loss or damage by fire, storm, tempest,
lightning, flood, earthquake, aircraft or
anything dropped there from, aerial
objects, riot and civil commotion.
3.5 The Sub-Contractor shall observe and
comply with the conditions contained in
the policy or policies of insurance of the
Contractor or of the Employer, as
the case may be, against loss or damage
by fire, storm, tempest, lightning, flood,
earthquake, aircraft or anything dropped
therefrom, aerial objects, riot and civil
commotion.
3.6 The plant, tools, equipment, or other
property belonging to or provided by the
Sub-Contractor, his servants or agents
(other than materials and goods
properly delivered to and/or placed on
the Site for use in the Sub-Contract
Works) shall, subject to the provisions of
Clauses 3.2, 3.3, 3.4, 3.5 hereof, be at
the sole risk of the Sub-Contractor. Any
loss or damage to the same or
caused by the same shall be the sole
liability of the Sub-Contractor who shall
indemnify the Contractor against any
loss, claim or proceedings in respect
thereof. Any insurance against any such
loss or claim shall be the sole concern of
the Sub-Contractor.
3.7 The Contractor and Sub-Contractor shall
each respectively at all reasonable times
at the request of the other produce for
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 inspection the policy or policies
of insurance against the aforesaid risks
and the receipts for the premiums paid.

4.0 Variations
4.1 In the event of the Contractor issuing in
writing to the Sub-Contractor it COPY
01" ally instructions of tile Architect in
relation to tile SUb-Contract Works, be it
in regard of' -it Variation or in regard to
tiny other matter ill
respect of which tile Architect is
expressly empowered by tile conditions
of the Main Contract to issue instructions
then, (lie Sub-Contractor shall forthwith
comply with and carry out the same in
till respects accordingly.
4.2 The term "Variation" as used ill these
Conditions shall have the following
meaning:
(i) alteration or modification of the
design, quality or quantity of the g
Sub-Contract Works and described by
or referred to in the Specification.
(ii) the addition, omission or substitution
of any Subcontract Works.
(iii) the alteration of the kind or standard
of any materials or goods to be used
in the Works.
(iv) the removal from the site of any wrk
executed, or materials or goods
brought thereon by the Contractor for
the purposes of the Sub-Contract
Works other than work materials or
goods which tire not ill accordance
with this Sub-Contract.
(v) the addition, alteration, or omission
of any expressed obligation or
restrictions imposed by the
Contractor under the Conditions with
regards to any limitation of working
hours, working space. or access to or

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 utilisation of any specific part of the
site or the execution and completion
of the work in any specific order.
(vi) For avoidance of doubt, the term
"Variation" shall include any changes
as aforesaid which may be designed
to alter the ultimate use to which the
Sub-Contract Works will be put or
changes in the
obligations and restrictions which may
be imposed on the Sub-Contractor's
methods of working, but shall
exclude any instructions which has
arisen due or is necessitated by or
intended to cure any default of
and/or breach of contract by the Sub-
Contractor.

4.3 The Architect may issue instructions

requiring a Variation and he may
sanction in writing any Variation made
by the Sub-Contractor otherwise than
pursuant to an instruction of the
Architect. No variation required by the
Architect or subsequently sanctioned by
him shall vitiate this Sub-Contract.
4.4 The value of all authorised Variations
shall be determined by the Architect or
the Specialist Consultant as instructed
by the Architect in accordance with
the applicable provisions (relating to the
ascertainment of prices for authorised
variations) laid down in the Agreement
and Conditions of Building Contract
(Private Edition - With or Without
Quantities) currently
issued under the sanction and approval
of Pertubuhan Akitek Malaysia.
4.5 Save that where the Sub-Contractor has
with the agreement of the Contractor
annexed to this Sub-Contract a schedule
of prices for measured work
and/or a schedule of' daywork prices.
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 such prices shall be allowed to the Sub-
Contractor in determining the value of
authorised Variations in substitution
for any prices which would otherwise be
applicable under Clause 4.4

5.0 Architect's Instructions

5.1 Upon receipt of what purports to be all
instruction of (fie Architect issued in
writing by the Contractor to the Sub-
Contractor. tile Subcontractor may
require the Contractor to request the
Architect to specify in writing the
provision of' the Main Contract which
empowers the issue or tile said
instruction. The Contractor shall
forthwith comply with any Such request
and
deliver to the Sub-Contractor it copy of
the Architect's answer to tile Conti-
actor's request.
5.2 If the Sub-Contractor shall thereafter
comply with the said instruction, then
the issue of the same shall be deemed
for all purposes of this Sub-Contract to
have been empowered by the provision
of the Main Contract specified by the
Architect in answer to the Conti-actor's
request.
5.3 The Sub-Contractor may before such
compliance make it written request to
the Contractor to require the Employer
to concur in the appointment of an
arbitrator under the Main Contract in
order that it may be decided whether
the' provision specified by the Architect
empowers the issue of the said
instruction. The Conti-actor shall allow
the Sub-Contractor to use the
Contractor's name and if necessary join
with the Sub-Contractor in arbitration
proceedings to decide the matter as

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 aforesaid. It is subject to the Sub-
Contractor -ivin- the Contractor such
indemnity and security as the
Contractor may reasonably require.
5.4 Upon signing the Sub-Contract, the
parties hereto shall notify the other and
the Architect in writing of an address
where notices and Architect's
instructions may be served on the party
concerned. If the party or parties fail
to so notify of such an address or any
change of address, notices and
Architect's instructions shall be deemed
to be served upon the party or parties
if sent by registered post or recorded
deliver to his
address stated in this Sub-Contract, or if
left at his office on the site and a receipt
is obtained from the
site agent of the party concerned.

6.0 Commencement And Completion Of

Sub-Contract Works
6.1 On the Date of Commencement stated
in the Appendix, the Sub-Contractor
shall begin the Sub-Contract works, and
with due expedition proceed and
complete the same on or before the
Date of Completion stated in the
Appendix subject to any extension of
time granted under Clause 8.3.
Provided always that the Date of
Commencement and completion may be
given in sections or in parts as stated in
the Appendix to those Conditions.
If no such Date of Commencement is
stated in the Appendix or if the date in
the Appendix becomes invalidated for
any reason which is not the
responsibility of the Sub-Contractor,
then the Date of Commencement shall
be such other date as instructed in

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 writing by the Contractor and the Date
of
Completion shall be appropriately
modified or re-calculated subject to any
extension of time granted under Clause
8.3.

7.0 Damages For Non Completion

7.1 If the Sub-Contractor fails to complete
the Sub-Contract Works or any section
thereof within the specified period or an
extended period or periods as hereafter
provided, he shall pay or allow to the
Contractor a sum equivalent
to any loss or damage suffered or
incurred by the Contractor and caused
by the failure of the Sub-Contractor as
aforesaid. The Contractor shall at the
earliest opportunity give reasonable
notice to the Sub-Contractor that loss or
damage as aforesaid is being or has
been suffered or incurred.
7.2 The Contractor shall not be entitled to
claim any loss or damage under Clause
7.1 unless the Architect shall have
issued to the Contractor (with a
duplicate
copy to the Sub-Contractor) a certificate
in writing stating that in his opinion the
Sub-Contract Works or the relevant
section thereof ought reasonably to
have been completed within the
specified period or within any
extended period or periods as the case
may be.

8.0 Extension Of Time

8. 1 Upon it becoming reasonably apparent
that the progress of the Sub-Contract

9
 Works is delayed, the Sub-Contractor
shall forthwith give written notice of
the delay in the progress or completion
of the Sub-Contract Works or any section
thereof to the Contractor, identifying the
relevant events causing the
delay, giving particulars of the expected
effect and an estimate of the extension
of time required. The Contractor shall
inform the Architect thereof
and of any representations made to him
by the Sub-Contractor.
8.2 If the Architect upon receipt of such
information and representations is of the
opinion that the completion of the Sub-
Contract Works is likely to be or has
been delayed beyond the period or
periods stated in the Appendix hereto or
beyond any extended period or periods
previously fixed under this clause as
follows:
(i) By reason of any of the matters
specified in Clauses 4.1 and 6.1 of
this Sub-Contract or by any act or
omission of the Contractor, his Sub-
Contractors, his or their respective
servants or agents; or
(ii) For any reason (except delay on the
part of the Sub-Contractor) for which
the Contractor could obtain an
extension of time for completion
under the Main Contract. The
Architect shall give his written
consent to the Contractor to grant
the extension of time to the Sub-
Contractor.
8.3 Then the Contractor shall grant a fair
and reasonable extension of the said
period or periods for completion of the
Sub-Contract Works or each section
thereof (as the case may require) and
such extended period or periods shall be
the period or periods for completion of
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 the same respectively.
8.4 If the Sub-Contractor shall feel
aggrieved by a failure of the Architect to
give his written consent to the
Contractor granting an extension of the
said period or periods for completion of
the Sub-Contract Works then, subject to
the Sub-Contractor giving to the
Contractor such indemnity and security
as the Contractor may reasonably
require, the Contractor shall allow the
Sub-
Contractor to use the Contractor's name
and if necessary join with the Sub-
Contractor as plaintiff in any arbitration
proceedings by the Sub-Contractor
in respect of the said complaint of the
Sub-Contractor.

9.0 Loss and/Or Expenses Caused By

Disturbance od Regular Progress of
The Sub Contract Works
9.1 If and when tile Sub-Contractor notifies
(lie Contractor ill writing that the regular
progress of the Sub-Contract Works or
any part of it has been or is likely to be
materially affected by any of the
circumstances in which the Contractor
Would under the Main Contract be
entitled to recover Such direct loss
and/or expense as aforesaid, and the
Sub-Contractor had incurred or is
likely to incur direct loss and/or
expenses for which he would not be
reimbursed by a payment under any
provision of this Sub-Contract, he shall
he entitled to recover such loss and/or
expense.
9.2 The Sub-Contractor shall Submit to the
Contractor details of such direct loss
and/or expense as are reasonably
necessary for tile ascertainment under

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 Clause 9.1. The Conti-actor shall make
the same available to the Architect.
9.3 If both the Contractor and the Architect
are of the opinion that the Sub-
Contractor has been involved in such
direct loss and/or expense. The
Contractor shall request the Architect to
ascertain or cause to be ascertained the
amount Of Such direct loss and/or
expenses.
9.4 Any amount so ascertained by [lie
Architect from time to time shall be
added to tile Sub-Contract Stull, and it'
an Interim Certificate is issued after the
date of ascertainment. the Contractor
shall request the Architect to add any
such amount to the amount which would
otherwise be stated as due in such
certificate.
9.5 The provisions of Clause 9.0 are without
prejudice to any other rights and
remedies which the Sub-Contractor may
possess.

10.0 Practical Completion And Defects

Liability
10. I When the Architect is of the opinion that
the SUb-Contract Works are practically
completed. meaning that the Sub-
Contractor has performed and
completed all the necessary Sub-
Contract Works specified in the Sub-
Contract and the patent defects
existing- in such Sub-Contract Works are
"de minimis", the Architect shall
forthwith issue a Certificate of Practical
Completion to the Contractor with a
copy to the Sub-Contractor. The Sub-
Contract Works shall be deemed to be
practically completed for all purposes of
this Sub-Contract on the date named in

12
 such Certificate.
10.2 All defects, shrinkages or other faults in
the Sub-Contract Works which the
Contractor (whether at his own cost or
not) shall be liable to make good
under the Main Contract, shall be made
good by the Sub-Contractor within a
reasonable time after the receipt by him
from the Contractor of the Architect's
written instructions or a copy thereof
relating to the same.
PROVIDED that where the Contractor is
liable to make good such defects,
shrinkages or other faults but not at his
own cost, then the Contractor shall
secure a similar benefit to the Sub-
Contractor and shall account to the Sub-
Contractor for any money actually
received by him in respect of the same.
10.3 If the Contractor (whether by himself or
by any other sub-contractor) shall
execute any work (whether permanent
or temporary) to the Main Contract
Works or to any part of the same
required by the Architect and/or
rendered necessary by reason of
defects, shrinkages or other faults in the
Sub-Contract
Works due to materials or workmanship
not being in accordance with this Sub-
Contract then the Sub-Contractor shall
pay to the Contractor the cost of
execution of such work. PROVIDED that
if the Contractor shall pay or allow to the
Employer the value
of or other agreed sum (not exceeding
such cost as aforesaid) in respect 01'
SLIC11g 11work instead and in
satisfaction of executing the same, then
the Sub-
Contractor shall pay to the Contractor
such value or other agreed Sum as
aforesaid.
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10.4 If the Sub-Contractor shall execute any
w ork to or in connection with the Sub-
Contract Works (whether permanent or
temporary) required by the Architect or
rendered necessary by reason of any
defects, shrinkages or other faults in tile
Main Conti-act Works due to materials or
workmanship not being in accordance
with the Main Contract. then the
Contractor shall pay to the Sub-
Contractor the cost of the execution of
such work.
PROVIDED that if instead of the SUb-
Contractor actually executing such work
and in satisfaction of the same the
Contractor shall pay or allow to the
Employer the value of other agreed sum
(not exceeding such cost as aforesaid) in
respect of such work, then the
Contractor shall indernnify the Sub-
Contractor against any claim, damage or
loss in respect of failure to execute such
work.

11.0 Certificates And Payment

11.1 The Contractor shall subject to and in
accordance with the Main Contract from
time to time make application to the
Architect for certificates of payment.
Prior to this, the Contractor shall give
the Sub-contractor at least seven (7)
days notice for the latter to submit
details of value of his payment due. The
Contractor shall also embody in or
annex to the said application any
representations of the Sub-Contractor in
regard to such value.
11.2 Such application shall include therein of
the amount which at the date thereof
fairly represents the total value of the
Sub-Contract Works and of any
variations authorised and executed, or

14
 amounts ascertained under Clause 9.4
hereof and, where the Sub-Contractor
has paid the supplier, of the materials
and goods delivered upon the Site for
use in the Sub-Contract Works. Provided
always that the application shall only
include the value of the said materials
and goods as and from such time as
they are reasonably, properly and not
prematurely brought upon the Site and
only if adequately stored and/or
protected against weather and other
casualties-.
11.3 Within fourteen (14) days of the receipt
by the Contractor of any certificate or
duplicate copy thereof from the
Architect the Contractor shall notify and
pay to
the Sub-Contractor the total value
certified therein in respect of the Sub-
Contract Works and in respect of any
authorised variations thereof and in
respect of any
amounts ascertained under Clause 9.4
hereof less--
(i) Retention Money, that is to say the
proportion attributable to the Sub-
Contract Works of the amount
retained by the Employer in
accordance with the Main Contract ;
and
(i i) The amounts previously paid.
11.4 Provided always that the Architect has
been notified of the amounts and
reasons for the deductions or set-off, the
Contractor shall be entitled to deduct
from or
set-off against any money due from him
to the Sub-Contractor (including any
Retention Monies) any sum or sums
which the Sub-Contractor is liable to pay
to the Contractor under this Sub-
Contract.
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11.5 Upon the issue by the Architect to the
Contractor of any certificate or duplicate
copy thereof which includes in
accordance with the Main Contract the
amount
Or any part thereof retained by the
Employer under the Main Contract the
Contractor shall pay to the Sub-
Contractor such part of the Retention
Monies as is
Included in the certificate or duplicate
copy thereof with interest if any.
11.7 If the Contractor shall fail to make
payment to the Sub-Contractor as
hereinbefore provided and such failure
shall continue for seven (7) days after
the Sub-Contractor shall have given the
Contractor written notice of the same,
then the Sub-Contractor may (but
without prejudice to any right or
remedy) suspend the further execution
of the Sub-Contract Works until such
payment shall be made and such period
of suspension shall be deemed to be an
extension of and be added to the period
or periods for completion (as the case
may be) as
Provided in the Appendix to this Sub-
Contract or to any extended period or
periods previously authorised under
Clause 8.3 hereof and shall not be
deemed a delay
for which the Sub-Contractor is liable
under this Sub-Contract. For avoidance
of doubt, any extension of time granted
to the Sub-Contractor in this respect will
not entitle the Contractor to a
reciprocate extension of time under the
Main Contract.
11.8 If after the issue of the last Interim
Certificate but before the issue of the
Final Certificate in accordance with the
Main Contract the Sub-Contractor shall
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 have
completed any part of the Sub-Contract
Works, he may request the Contractor
in writing to make application to the
Architect for certificates certifying the
value
of the works executed, and the
Contractor shall make such application.
The provisions of this clause shall apply
to such certificates as if they were
certificates of payments expressly
provided for in the Main Contract.
11.9 If before the issue of a Final Certificate
to the Contractor under the Main
Contract the Architect desires to secure
final payment to the- Sub-Contractor on
completion of the Sub-Contract Works
and in accordance with and subject to
the provisions of the Main Contract
relating to prime cost sums issues a
certificate to the Contractor including an
amount to cover such final payment,
then the Contractor shall pay to the Sub-
Contractor the amount so certified by
the Architect as aforesaid.
11.10 Such final payment as described in
Clause 11.9 shall only be made if the
Sub-contractor indemnifies and secures
the Contractor. to the reasonable
satisfaction
of the Contractor against all latent
defects in the Sub-Contract Works and if
by such final payment the Contractor
will be discharged under the Main
Contract from all liabilities in respect of
the Sub-Contract Works except for any
latent defects.
11.11 The Contractor's interest in the
Retention money, whether it is included
in the amounts retained by the Employer
under the Main Contract and held by him
or
whether it is held by the Contractor, is
17
 fiduciary as trustee for the Sub-
Contractor (without obligation to invest).
If the Contractor attempts or purports to
mortgage or otherwise charge such
interest or his interest in the whole of
the amount retained as aforesaid
(otherwise than by floating charge if the
Contractor is a limited company), the
Contractor shall thereupon
immediately set aside and become a
trustee for the Sub-Contractor of a sum
equivalent to the Retention Money. He
shall pay the same to the Sub-
Contractor on demand. Upon payment of
the same to the Sub-Contractor the
amount due to the Sub-Contractor upon
final payment under this Sub-Contract
shall be reduced accordingly by the
amount so paid.

12.1 The Contractor shall so far as he lawfully

can at the request and cost of the Sub-
Contractor obtain for him any rights or
benefits of the Main Contract so far as
the same are applicable to the Sub-
Contract Works but not further or
otherwise.

13.0 Access For Contractor And Architect

13.1 The Contractor and the Architect and all
persons duly authorised by them or
either of them shall at all times have
access to the Sub-Contract Work.,,, and
to
the workshops or other places of the
Sub-Contractor where work is being
prepared for this Sub-Contract, unless
the Architect shall certify in writing that
the Sub-Contractor has reasonable
grounds for refusing such access.

14.0 Assignment Or Subletting

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14.1 The Sub-Contractor shall not without the
written consent of both the Contractor
and the Architect assign this Sub-
Contract or any part thereof or the
obligation to carry out and the right to
receive payment for any part of the
works to be carried out under this Sub-
Contract or the right to receive the
whole or any part of the Sub-Contract
Sum.
14.2 The Sub-Contractor shall not without the
written consent of the Architect and the
Contractor (which consent shall not be
unreasonably withheld) sub-let any
portion or the whole of the Sub-Contract
Works. Such consent if given shall not
relieve the Sub-Contractor from any
liability or obligation under the Sub-
Contract and he shall be responsible for
the acts, defaults, neglects, breach of
contract of any sub-contractor, his
agent, servants or workmen as fully as if
they were the acts, defaults or neglects,
breach of contract of the Sub-
Contractor,
his agents, servants or workmen.

15.0 Provision Of Amenities And

Facilities For Sub-Contract Works
15.1 If and so far as it is so provided in the
Main Contract (but not otherwise) the
Contractor shall supply at his own cost
all necessary water, lighting, watching,
site security, allocation of space for
storage and accommodation, rubbish
clearing and attendance for the
purposes of the Sub-Contract Works.
Subject
as aforesaid the Sub-Contractor shall
make all necessary provision in regard
to the said matters and each of them.
15.2 Save as otherwise provided in the Main

19
 Contract the Sub Contractor shall at his
own expense provide and erect all
necessary workshops, sheds or other
buildings for his employees and
workmen at such places on the Site as
the Contractor shall appoint and the
Contractor agrees to give all reasonable
facilities to the Sub-Contractor for such
erection.

16.0 Use Of Scaffoldings And Hoisting

Facility
16.1 The Sub-Contractor, his employees and
workmen in common with all other
persons having the like right shall for the
purposes of the Sub-Contract Works
(but not further or otherwise) be entitled
to use any scaffolding and hoisting
belonging to or provided by the
Contractor, while it remains so erected
upon the
Site.
16.2 The Sub-Contractor, his employees and
workman are entitled to use the
scaffolding and hoisting facility on the
express condition that no warranty or
other liability on the part of the
Contractor or of his other sub-
contractors
shall be created or implied in regard to
the fitness, condition or suitability of the
said scaffolding

17.0 Non-Interrerence By Contractor And

Sub-Contractor
17.1 The Contractor and the Sub-Contractor,
their servants or agents respectively.
shall not wrongfully use or interfere with
the plant, ways, scaffolding, temporary
works, appliances, or other property
respectively belonging to or provided by
either of them.

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18.0 Statutory Obligations, Notices, Fees
And Charges
18.1 The Sub-Contractor shall comply with
and give all notices required by any
written law applicable to the territories
of Malaysia in which the Sub-Contract
Works are carried out, or any regulation
or bye-law of any local authority or of
any statutory undertaker which has any
jurisdiction with regard to the Sub-
Contract Works or with whose systems
the same are or will be connected.
18.2 The Sub-Contractor before making any
variation from the Contract Documents
necessitated by such compliance shall
give to the Architect a written notice
specifying and giving the reason for
such variation and the Architect shall
issue instructions in regard thereto.
18.3 If within seven (7) days of having given
the said written notice to the Architect
and the Sub-Contractor does not receive
any instructions in regard to the matters
therein specified, he shall proceed with
the work conforming to the written law
applicable to the territories of Malaysia
in which the Sub-Contract Works are to
be carried out, or any regulation or bye-
law of any local authority
or of any statutory undertaker which has
any jurisdiction with regard to the Sub-
Contract Works or with whose systems
the same are or will be connected and
any variation thereby necessitated shall
be deemed to be a Variation required by
the Architect.
18.4 The Sub-Contractor shall pay and
indemnify the Contractor against liability
and/or any payment made by the
Contractor in respect of any fees or
charges

21
 (including any rates or taxes) legally
demandable under any written laws
applicable to the territories of Malaysia
in which the Sub-Contract Works are to
be carried out, or any regulation or bye-
law of any local authority or of any
statutory undertaker in respect of the
Sub-Contract Works. The amount of any
such fees or charges (including any
rates or taxes) shall be added to the
Sub-
Contract Sum:
(i) provided that they arise in respect of
the Sub-Contract Works executed or
materials or goods supplied by a local
authority or statutory undertaker for
which a prime cost sum is included in
the Specification or for which a prime
cost sum has arisen as a result of the
Architect's instructions-, and
(ii) provided that the amounts are
priced or stated by way of a
provisional sum in the Specification.

19.0 Determination Of Sub-Contractor's

Employment By Contractor
19.1 The Contractor shall be entitled to
determine the S u b-Con tractor's
employment if the Sub-Contractor
makes default in any of the following
instances:-
(i) without reasonable cause wholly
suspends the carrying out of the Sub-
Contract Works before completion
thereof. Reasonable cause shall
mean compliance with Clause 11.7 or
an instruction of the Architect or from
the Contractor or compliance with a
direction or an order from a Statutory
or Governmental body;
(ii) fails to proceed regularly and
diligently with the Sub-Contract
Works;
22
 (iii) refuses or neglects to comply with
an instruction of the Architect issued
to him by the Contractor or a written
direction from the Contractor
requiring him to remove or to remedy
defective work, improper materials or
goods and by such refusal or neglect
the Progress of the Sub-Contract
Works and/or the Main Contract
Works are materially affected.
19.2 Upon the occurrence of one or any of
the aforesaid instances the Contractor
may give the Sub-Contractor notice by
registered or recorded delivery
specifying
The default and if the Sub-Contractor
continues with such default for fourteen
(14) days after receipt of such notice or
at any time thereafter repeat such
default (whether previously repeated or
not) then the Contractor; without
prejudice to any rights or remedies
under this Sub-Contract, may within
fourteen (14) days after such
continuance or repetition by notice by
registered post or recorded delivery
forthwith determine the employment of
the Sub-Contractor under this Sub-
Contract, provided that such notice is
not given unreasonably or vexatiously.
19.3 In the event of Sub-Contractor becoming
bankrupt or making a composition or
arrangement with his creditors or have a
winding up order made or (except for
purposes of reconstruction or
amalgamation) a resolution for voluntary
winding up passed or having a liquidator
or receiver or manager of his business or
undertaking duly appointed or having
possession taken by or on behalf of the
holders of any debentures secured by a
floating charge or of any property
comprised in or subject to the floating
23
 charge, the employment of the Sub-
Contractor shall be automatically
determined but the said employment
may be reinstated and continued with
the agreement of the Contractor and the
Sub-Contractor, his trustee in
bankruptcy, liquidator, receiver or
manager as the case may be.

19. In the event that the employment of the

4 Sub-Contractor is determined under
Clauses 19.1, 19.2 and 19.3, and so long
as it has not been reinstated
andcontinued the following shall be the
respective rights and liabilities of
theContractor:-
(i) The Contractor shall only be liable for
the value of any work actually and
properly executed and not paid for at
the date of such determination, such
value to be calculated in accordance
with Clauses 4.4 and 4.5 of this Sub-
Contract, for the value of any unfixed
materials and goods delivered upo
nthe Site or use in the Sub-Contract
Works the property in which has
passed to the Employer under the
terms of the Main Contract and for no
other sum or sums whatsoever;
(ii) The Contractor shall have the right to
recover, or to deduct from or set off
against any such amount payable
under sub-clause 19.4(i), the amount
of damage suffered and/or loss and
expense incurred by him by reason of
the determination of the employment
of the Sub-Contractor under this Sub-
Contract.
19.5 The provisions of Clauses 19.1, 19.2,
19.3 and 19.4 are without prejudice to
any other rights or remedies which the
Contractor may possess.

24
20.0 Determination Of Employment By
The Sub-Contractor
20.1 If before the date of practical completion
of the Sub-Contract Works the
Contractor shall make default in one or
more of the following respects:-
(i) without reasonable cause he wholly or
substantially suspends the carrying
out of the Main Contract Works; or
(ii) without reasonable cause he fails to
proceed with the Works so that
reasonable progress of the Sub-
Contract Works is seriously affected;
or
(iii) without reasonable cause, he fails to
make payment to the Sub-Contractor
for a period of one (1) month or
longer from the date of suspension of
work by the Sub-Contractor pursuant
to Clause 11.7.then the Sub-
Contractor may give the Contractor
notice by registered post or recorded
delivery specifying the default or
defaults.
20.2 If the Contractor continues the specified
default for fourteen (14) days from
receipt of the notice under Clause 20.1
or at anytime thereafter repeat such
default (whether previously repeated or
not) then the Sub-Contractor may within
fourteen (14) days after such
continuance or repetition by further
notice by registered post or recorded
delivery determine his own employment
under this Sub-Contract. Such
determination shall take effect on the
date of receipt of such further notice.
20.3 In the event of the determination of the
employment of the Sub-Contractor
under Clause 20.2 and so long as that
employment is not reinstated:-

25
 (i) The Sub-Contractor shall with
reasonable despatch remove from the
site all his temporary buildings, plant,
tools, equipment and goods; and
(ii) The Sub-Contractor shall with
reasonable despatch prepare and
submit to the Contractor an account
setting out the sum of the amounts
payable to him. The Contractor shall
pay to the Sub-Contractor the amount
properly due in respect of this account
within twenty-one (21 ) days of its
submission by the Sub-Contractor
20.4 The provisions of Clauses 20.1, 20.2 and
20.3 are without prejudice to any other
rights or remedies which the Sub-
Contractor may possess.

21.0 Determination Of Contractor's

Employment Under The Main
Contract
21.1 In the event the Contractor's
employment under the Main contract is
determined (whether by the Contractor
or by the Employer and whether due to
any default of the Contractor or
otherwise), then the employment of the
Sub-Contractor under this Sub-Contract
shall be forthwith automatically
determined.
21.2 Upon the aforesaid determination of the
employment of the Sub-Contractor he
shall be entitled to be paid:-
(i) The value of the Sub-Contract Works
completed at the date of such
determination, such value to be
calculated according to Clauses 4.4
and 4.5 of this Sub-Contract.
(ii) The value of Sub-Contract Works
begun and executed but not
completed at (he date of such
determination, such value to be

26
 calculated according to Clauses 4.4
and 4.5 of this Sub-Contract.
(iii) The value of any unfixed materials
and goods delivered upon (fie Site for
use in the Sub-Contract Works the
property in which has passed to tile
Employer under the terms of the
Main Contract.
(iv) The cost of materials or goods
properly ordered for (lie Sub-Contract
Works for which the Sub-Contractor
shall have paid or of which he is
legally bound to accept delivery. On
such payment by the Contractor any
materials or goods so paid for shall
become the property of' tile
Contractor.
(v) Any reasonable cost of removal from
tile site of his temporary
buildings.plan(, machinery.
appliances. goods and materials

22.0 Arbitration
22.1 In the event of any dispute between the
Conti-actor, or the Architect oil his
behalf and the Sub-Contractor, whether
arising during the execution of- after the
completion or abandonment of the Sub-
Contract Works or after the
determination of the employment of the
Sub-Contractor Linder this SUb-Contract,
or breach of this Sub-Contract, as to:
(i) the carrying out and completion of the
Sub-Contract Works-, or
(ii) any matter or thing of whatsoever
nature arising thereunder or ill
connection therewith, including any
matter of thing left by this Sub-
Contract to the discretion of the
Architect ; or
(iii) the withholding by the Architect of
any certificate to which the Sub-
Contractor may claim to be entitled
27
 to; or
(iv) the withholding by the Contractor of
any payment to which the Sub-
Contractor may claim to be entitled
to; or
(v) the measurement and valuation
under Clauses 4.4 and 4.5; or
(vi) the unreasonable withholding of
consent or agreement by the
Contractor or the Sub-Contractor
then such dispute or difference shall
be referred to arbitration.
22.2 Upon the disputes or differences having
arisen then:-
(i) any party may serve written notice on
the other party that such dispute or
differences shall be referred to an
arbitrator to be agreed between the
parties ; or
(ii) failing agreement or absence of reply
or reluctance to by the other party
then the party serving written notice
may after the expiry of fourteen ( 14)
days from the date of the notice to
concur on the appointment of an
Arbitrator, apply to the President or
Deputy President for the time being of
Pertubuhan Akitek Malaysia to appoint
an Arbitrator and such Arbitrator so
appointed shall be deemed to be
made with the agreement and consent
of the parties to this Sub-Contract.
22.3 Upon appointment the Arbitrator shall,
with despatch, initiate the arbitration
proceedings following the provisions of
the Arbitration Act 1952 (Revised 1972)
or any statutory modification or re-
enactment thereof for the time being in
force and the PAM Arbitration Rules or
any modification or revision thereof. The
hearing may be held "ex parte" should
either party, having been given due
notice, fail to attend.
28
22.4 The Arbitrator shall, without prejudice to
the generality of his powers, have
power:-
(i) to rectify the Sub-contract so that it
accurately reflects the true
agreement made by the Main
Contractor and the Sub-contractor;
and
0) to direct such measurements and/or
valuations as may in his opinion be
desirable in order to determine the
rights of the parties; and
(ii) to ascertain and award any sum
which ought to have been the subject
of or included in any certificate; and
(iii) to open up, review and revise any
certificate, opinion, decision,
requirement, or notice; and
(iv) to determine all matters in dispute
submitted to him in the same manner
as if no such certificate, opinion,
decision, requirement or notice had
been given.
(v) to award interest from such dates at
such rates and with such rests as he
thinks fit:
a) on the whole or part of any
amount awarded by him in
respect of any period up to the
date of the award;
b) on the whole or part of any
amount claimed in the arbitration
and outstanding at the
commencement of the arbitral
proceedings but paid before the
award was made, in respect of
any period up to the date of
payment.
(vi) to award interest from the date of
the award (or any later date) until
payment, at such rates and with such
rests as he thinks fit on the
outstanding amount of any award.
29
22.5 Such references except on:-
(i) the question of whether or not the
issue of an instruction is empowered
by these Conditions; or
(ii) whether or not a certificate has been
properly withheld in accordance with
these Conditions ; or
(iii) whether or not a payment or
payments to which the Sub-
Contractor may claim to be entitled
has been properly withheld in
accordance with these Conditions.
shall not be opened until after
Practical Completion or alleged
Practical Completion of the Sub-
Contract Works or termination or
alleged termination of the Sub-
Contractor's under this Sub-Contract,
or abandonment of the Sub-Contract
Works, unless with the written
consent of the Contractor and the
Sub-Contractor.
22.6 The award of such Arbitrator shall be
final and binding on the parties.

23.0 Mediation
23.1 Notwithstanding Clause 22.1 of the
Conditions, upon the agreement of both
the Contractor and the Sub-Contractor,
the parties may refer their dispute as to
any matter arising under or out of or in
connection with the carrying out of the
Sub-Contract Works and whether in
contract or in tort, or as to any direction
or instruction or certificate of' the
Architect or its to the contents of or
granting or refusal of or reasons for any
such direction, instruction or certification
for mediation under the Mediation Rules
of Pertubuhan Akitek Malaysia before a
mediator to be appointed by the
President or Deputy President for the

30
 time being of Pertubuhan Akitek
Malaysia
23.2 For the avoidance of doubt, prior
reference of the dispute to mediation
under Clause 23.1 shall no( be a
condition precedent for its reference to
arbitration by
either the Contractor or the Sub-
Contractor. nor shall any of their rights
to refer the dispute to arbitration in
pursuant to Clause 22.1 of the
Conditions be in any
way prejudiced or affected by this
clause. refusal of or reasons for any such
direction, instruction or certification for
mediation under the Mediation Rules of
Pertubuhan Akitek Malaysia before a
mediator to be appointed by the
President or Deputy President for the
time being of Pertubuhan Akitek
Malaysia. 212 For the avoidance of
doubt, prior reference of the dispute to
mediation under
Clause 23.1 shall not be a condition
precedent for its reference to arbitration
by either the Contractor or the Sub-
Contractor, nor shall any of their rights
to refer
tile dispute to arbitration ill pursuant to
Clause 22.1 of tile Conditions be ill any
way pre~judiced or affected by this
clause.

31
32