Table of Contents

  1. Definitions
  2. General
  3. Company Responsibilities
  4. Subcontractor responsibilities
  5. Time
  6. Materials and Ownerschip/title
  7. Assignment and Subcontracting
  8. Quality
  9. Environmental, Health and Safety (EH&S)
  10. Subcontract Price and Payment,
  11. Notices, Waiver, Secrecy, Confidential information, Patents and Publicity Releases.
  12. Guarantees and Liabilities
  13. Indemnification and Insurance
  14. Changes
  15. Cancellation, Suspension and Termination
  16. General, Legal conditions

1. Definitions

In this Subcontract, the following words and expressions shall have the meanings hereby assigned to them except where the context otherwise requires:

Applicable Documents Means the documents that form part of this Subcontract package as defined in Section 6 List of Applicable Documents.
Cancellation/Cancel Means any act which under the applicable law brings to an end, to the extent permitted and desired, the rights and obligations of the Parties beyond the date of such act, without prejudice to the obligations accrued prior to the date of such act
Completion Certificate (Final Acceptance) Means the certificate issued by Owner, and/or Company whereby all Work, with the exception of guarantee Work has been completed in accordance with the Subcontract.
Completion Date Means the date in which all Works are to be completed as specified in the Subcontract Documents.
Effective Date Means the date that this Subcontract comes into effect, and from which date all time and schedule related items shall be calculated. The effective date is indicated in the Form of Agreement.
Equipment Means all plant, vehicles, scaffolding, machinery, appliances, tools or other equipment required for the performance and completion of the Work.
Final Takeover Certificate Means the certificate issued by the Owner, to Company whereby the performance tests of the Plant may be carried out.
Form of Agreement Means the document, which formalises the agreement, made between Company and Subcontractor, and which is signed by Company and Subcontractor.
General Terms and Conditions of Subcontract Means these General Terms and Conditions of Subcontract
Lower Tier Subcontractor Means any person, company or organisation (other than Company), having an agreement with Subcontractor for the performance of any part of the Work.
Materials Means all raw and shaped materials as well as finished parts, units, installations, machinery, equipment, cables, constructions and/or property of every kind and description that is to be incorporated in the Plant under the Subcontract.
Mechanical Completion (project) Means that the Work or part of the Work, has been reviewed and no non-conformances are outstanding and that the Plant or part is ready for Start up and is mechanically complete.
Milestone Means an event that that forms part of the Work, or a stage that a part of the Work has reached, whereas the event or stage has been defined in the Subcontract.
Milestone Date Means the date on which a Milestone is to be reached.
Owner Means the entity as defined in the Form of Agreement
Permit Requirements Means the requirements of any law, regulation rule of court, or any other instrument made by any local authority that has jurisdiction with regards to the Owners Work Site.
Plant Means the units and facilities that are to be constructed and of which the Work is a part.
Company Means Company and the person appointed by Company as notified in writing to Subcontractor to act as the representative of Company for the purpose of the Subcontract, including Company’s duly authorised delegates.
Special Terms and Conditions of Subcontract Means the Special Terms and Conditions of Subcontract as detailed in Section 3 of the Subcontract Package
Subcontract Means this Subcontract between Company and Subcontractor as defined in the Form of Agreement.
Subcontract Amendment Means any Amendment made to the Subcontract, which changes or modifies any of the conditions contained in the Subcontract.
Subcontract Package Means the documents (numbered Section 1 through Section 12, which form the Subcontract.
Subcontract Price Means the sum to be ascertained and paid in accordance with the Form of Agreement and the Pricing Section(s) of the Subcontract, including any Subcontract Amendments to the Subcontract Price.
Subcontractor Means the party so named in the Form of Agreement and includes Subcontractor’s successors and legally authorised assignee, and shall include Lower Tier Subcontractors.
Subcontractor Personnel Means the person or persons, being employees of Subcontractor who are assigned by Subcontractor to perform the Work., and shall include Lower Tier Subcontractors personnel.
Surplus Materials Surplus Materials shall mean any Surplus Materials found to be surplus upon completion of the Work.
Takeover Certificate Means the certificate issued by Owner to Company, stating that Mechanical Completion of the Plant has been achieved, and all commissioning and start up activities have been successfully completed.
Temporary Facilities Shall mean any temporary yards for the storage and/or maintenance of construction erection equipment and/or materials, any temporary offices, workshops, changing rooms or other buildings, any temporary sanitary facilities.
Terminiation/Terminate Means any manner through which the Subcontract is brought to an end, in whole or in part, which under the applicable laws creates the obligation for any Party to undo, to the extent permitted and desired, performances rendered prior to the date of such termination.
Variation Order Means the formal document signed by both parties which confirms the agreement that there has been a modification to the Subcontract.
Variation to the Work Means a variation to the Work, whether increase or decrease, modifications to the Subcontract schedule, or other as defined in Article 14.1.
Work Means all work and services to be performed by Subcontractor pursuant to this Subcontract.
Work Site Means all locations where Subcontractor performs any part of the Work.

1.2 Index and Headings

Headings and sub-headings of articles and indices used in these General Terms and Conditions of Subcontract and in the Special Terms and Conditions of Subcontract are for convenience and ease of reference only and in no way define, limit or describe the scope or intent of any provision or of the Subcontract as a whole.

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