热电厂工程招标文件（英文版 第二部分）

　　25.0 ACCIDENT OR INJURY TO WORKMEN

　　The Board will not be liable for or in respect of any damages or compensation payable by law in respect or in consequence of any accident or injury to any workman or other person in the employment of the Contractor or any Subcontractor save and except an accident or injury resulting from any act or default of the Board, his agents or servants and the Contractor shall indemnify and

　　keep indemnified the Board against all such damages and compensation, save and except as aforesaid, and against all claims, demands., proceeding, costs. charges and expenses whatsoever in respect thereof or in relation thereto.

　　The Contractor, shall insure against such liability with an insurer approved by the Board, which approval will not be unreasonably withheld, or as required by Law and shall continue such insurance during the whole of the time that any persons are employed by him on the Work and shall provide the Board and the Engineer 'with a copy of such policy of insurance and the receipt for payment of the current premium.

　　Provided always that in respect of any persons employed by Subcontractor the Contractor's obligation to insure as aforesaid under this sub-clause shall be satisfied if the Subcontractor shall have insured against the liability in respect of such persons in such manner that the Board is indemnified under the policy but the Contractor shall require such Subcontractor to provide to the Board and the Engineer with a copy of such policy of insurance and the receipt for payment of the

　　current premium or evidence that it has complied with the law in this respect.

　　All accidents shall be reported by the Contractor directly to the appropriate Civil Authority as per Regulations remaining in force.

　　26.0 CONTRACTOR’S OBLIGATION TO INSURE

　　The Contractor shall provide to the Board and the Engineer copies of Policy or policies of insurance, undertaken by the Contractor for detailed scrutiny and approval. The Board may accept or reject any company policy or section thereof which in the Board's opinion do not meet the intent of Clause “INSURANCE”. The contractor shall provide draft copies of his proposed contracts of insurance to the Board immediately after such insurance come into effect.

　　The Board reserves the right to effect the insurance referred to in this Clause at his own cost and under his own arrangement, in which case this Clause shall not be applicable. The Tenderer shall therefore, quote separately the cost of Insurances referred to in the appropriate spaces provided for in the Schedule of Prices.

　　In case the Insurances are arranged by the Board, the Contract Price shall be adjusted accordingly.

　　All insurance Policies shall provide that the insurance shall not without approval of the Board, be cancelled reduces, restricted, or changed in any way without at least fifteen(15) days' written notice being given to the Board and sent by registered mail to the head office of the Board. In the event of any such cancellation, reduction, restriction or change in any insurance, the Contractor shall immediately replace such insurance.

　　If the Contractor shall fail to effect and keep in force the insurance or any other insurance which he may be required to effect under the term of the Contract or if he should fail to provide evidence of this insurance being kept in effect then and in such case the Board will effect and keep in force any such insurance and pay such premiums as may be necessary for that purpose and from time to time deduct the amount so paid by the Board from any monies due or that may become due to the

　　Contractor or recover the same as a debt due from the Contractor. It is expressly provided that any action on the part of the Board in this respect will in no way change or reduce the Contractor's responsibilities and liabilities under this Contract.

　　27.0 PATENT RIGHTS

　　The contractor shall fully indemnify the Board against all actions, claims, demands, costs, charges and expenses arising from or incurred by reason of any infringement of letters patent, design, trademark or copyright protected in the country of supply or manufacture or in the country in which the Plant or Work is to be erected by the use of any Plant supplied or equipment or appliances or material used by the Work otherwise than for the purpose indicated by or reasonably to be inferred from the Specifications.

　　In the event of any claim being made or action brought against the Board arising out of the matters referred to in this Clause, the Contractor shall be promptly notified thereof and may at his own expense conduct all negotiations for the settlement of the same, and any litigation that may arise therefrom.

　　The board will not, unless and until the Contractor shall have failed to take over the conduct of the negotiations or litigation, make any admission, which might be prejudicial thereto. The conduct by the Contractor of such negotiations or litigation shall be conditional upon the Contractor having first given to the Board such reasonable security as shall from time to time be required by the Board to cover the amount ascertained or agreed or estimated as the case may be, of any compensation, damages, expenses, and costs for which the Board may become liable in respect of such infringement as aforesaid. The Board will, at the request of the Contractor, afford all available assistance for the purpose of contesting any such claim or action, and shall be repaid any expenses in so doing.

　　The Board on his part warrants that any design or instructions furnished or given by him will not be such as to cause the Contractor to infringe any letters patent, registered design, trademark, or copyright in the performance of the Contract.

　　28.0 ARBITRATION

　　Before bringing any action in court pertaining to a decision of the Engineer, the objector (hereinafter referred to as party A) to the decision shall first offer to arbitrate the question with the other party to the Contract (hereinafter referred to as party B) by notifying him in writing and setting forth in such notice the question to be arbitrated.

　　Party B can elect to arbitrate or not. If party B agrees to arbitrate he shall so advise does not wish to arbitrate or failure of party B to notify party A within the thirty(30) days period will give party A the right to start action in court.

　　If party B agrees to arbitrate, the same shall be referred to arbitration and final determination of a single arbitrator nominated by agreement between the Contractor and the Board or, failing agreement, by an arbitrator mutually agreed upon by the Board and the Contractor.

　　The arbitrator if he shall desire it or if one of the parties to the dispute recommends it shall have the assistance of a legal adviser. To any proceedings under this Clause the provisions of the Bangladesh Arbitration act of 2001 and its subsequent amended time to time shall apply. The Work under this Contract shall, if reasonably possible, continue during the arbitration proceedings, and no payment due to the Contractor shall be withheld on account of such proceedings.

　　Reference to arbitration shall be a condition precedent to any other action of law.

　　The venue of arbitration shall be at Dhaka.

　　In any arbitration or litigation, the parties shall be at liberty to rely on reasons in addition to those stated in any protests or objections.

　　29.0 PROVISION FOR EMERGENCIES

　　Whenever, in the opinion of the Engineer, the Contractor has not taken sufficient precaution for the safety of the public or the protection of the Work under this Contract, or of adjacent structures or property which may be injured by processes of the Work on account of such neglect, and whenever, in the opinion of the Engineer, an emergency shall arise and immediate action shall be considered necessary in order to protect public or private personal or property interests, then the Board, with or without notice to the Contractor, may provide Suitable protection to the said interests by causing such work to be done and material to be furnished and placed as the Board may consider necessary and adequate. The cost and expense of such work and material so furnished shall be borne by the Contractor, and if the same shall not be paid on presentation of the bills therefor, such costs shall be deducted from any amounts due or to become due to the Contractor. The performance of such emergency work shall in no way relieve the Contractor of responsibility for damage which may occur during or after such precaution has been duly taken.

　　30.0 INSPECTION, TESTING, PROGRESS AND EXPEDITING DURING MANUFACTURE

　　The Engineer shall be entitled at all reasonable times during manufacture to inspect, examine, and test on the Contractor's premises the materials and workmanship of all Plant to be supplied under the Contract, and if part of the said plant is being manufactured on other premises the Contractor shall obtain for the Engineer permission to inspect, examine and test as if the said Plant were being manufactured on the Contractor's premises. Such inspection, examination or testing, if made, shall not release the Contractor from any obligation under the Contract.

　　The Contractor shall co-operate with and provide full opportunity to the Engineer to regularly monitor the progress of manufacture in the Works of the Contractor and Subcontractor to the detailed extent necessary to establish that satisfactory progress relative to the Contract Schedule is being achieved.

　　All pertinent information such as shop loading, detailed manufacturing programmes to enable the Engineer to determine the adequacy of the advance planning for material procurement, machine and manpower resources to meet the Contract Schedule shall be made freely available to the Engineer when visiting the manufacturing facilities.

　　These requirements shall be incorporated in orders placed with major sub-suppliers.

　　The Contractor shall give the Engineer reasonable notice in writing of the date on and the place at which any plant will be ready for testing as provided in the Contract and unless the Engineer shall attend at the place so named twenty eight(28) days in advance of the date which the Contractor has stated in his notice the Contractor may proceed with the tests, which shall be deemed to have been made in the Engineer's presence, and shall forthwith forward to the Engineer duly certified copies of the test readings. The Engineer will give the Contractor notice in writing of his intention to attend the tests.

　　Where the Contract provides for tests on the premises of the Contractor or of any subcontractor, the Contractor shall provide such assistance, labour, materials, electricity, fuel, stores, apparatus and instruments as may be required and as may be reasonably demanded to carry out such tests efficiently.

　　During manufacturing of major equipment, three (03) Engineers of BPDB or its nominated agent will stay at manufacturers’ Plant for a period of three (03) months to observe/ inspect details of manufacturing process and its progress. All living, accommodation, food, transport expenses of the personnel during the period of stay including air-fares, incidental expenses, medical expenses, medical insurance etc. will be covered by the Contractor including pocket allowance of USD 75/day/person including travel time

　　31.0 ACCESS TO SITE

　　The Board/Engineer and any person authorised by them will at all times have access to the Works and to the Site and to all workshops and places where Work is being prepared or whence materials, manufactured articles or machineries are being obtained for the Work and the Contractor shall afford every facility for and every assistance in obtaining the right to such access.

　　32.0 RIGHT OF BOARD TO TERMINATE CONTRACT

　　If the Work to be done under this Contract shall be abandoned by the Contractor, or if his Contract shall be assigned by him otherwise than as herein provided, or if the Contractor would be adjudged bankrupt, or if a general assignment of his assets be made for the benefit of his creditors, or if a receiver should be appointed for the Contractor or any of his property, or if at any time the Engineer shall certify in writing to the Board that the performance of the Work under this Contract is being unnecessarily delayed, or that the Contractor is violating any of the conditions or covenants of this Contract or the Specifications therefor, or that he is executing the same in bad faith or otherwise not in accordance with the terms of said Contract, or if the Work be not substantially completed within the time named for its completion or within the time to which such completion date may be extended, then the Board may serve written notice upon the Contractor and his surety, of said Board's intention to terminate this Contract and, unless within thirty

　　(30) days after the serving of such notice upon the Contractor, a satisfactory arrangement is made for the continuance thereof, this Contract shall cease and terminate. In the event of such termination, the Board shall immediately serve notice thereof upon the surety and the Contractor, and the surety shall have the right to take over and complete the Work through employment of Contractor approved by the Board, such approval not to be unreasonably withheld, provided, however, that if the surety does not commence performance thereof within sixty (60) days from the date of said notice of termination the Board may take over the Work and prosecute same to completion, by Contract or otherwise, for the account and at the expense of the Contractor, and the Contractor and his surety shall be liable to the Board for any and all excess cost sustained by the Board by reason of such prosecution and completion, and in such event the Board may take possession of, and utilise in completing the Work, all such materials, equipment, tools, and plant as may be on the Site of the Work and necessary therefor.

　　32.01 TERMINATION FOR CONVENIENCE

　　The Board reserves the right to terminate the Contract, in whole or in part, for its convenience. If the Contract is so terminated, an equitable downward adjustment will be made in the Contract Price resulting in a revised price that compensates the Contractor fairly under all the circumstances for the Work performed under the Contract, but shall not include any compensation for unearned profit. The revised price shall be based on Contractor's cost and 1disbursements reasonably incurred and attributable to the Contract Work, as certified by Contractor and reviewed for substantiation by the Engineer, plus a reasonable profit thereon.

　　If the Board shall fail to comply with performance or deadline requirements imposed on him by the provisions of the Contract, time being of the essence, the Contractor may, by written notice to the Board, advise the Board that it deems the Board's failure to evidence an election on the part of the Board to terminate the Contract for its convenience under this Clause and the Contract, on the giving of such notice by Contractor shall be deemed terminated.

　　33.0 REJECTION

　　If at any time before the Work is taken over by the Engineer, the Engineer

　　(a) decides that any work done or Plant supplied or materials used by the Contractor or any Subcontractor is or are defective or not in accordance with the Contract or that the Work or any portion thereof are defective or do not fulfil the requirements of the Contract.

　　(b) as soon as reasonably practicable gives to the Contractor notice in writing of the said decision, specifying particulars of the defects alleged and of where the same as alleged to exist or to have occurred, and

　　(c) so far as may be necessary places the Work at the Contractor's disposal, then the Contractor shall with all speed and at his own expense make good the defects so specified. In case the Contractor shall fail to do the Engineer may provided he does so without undue delay, take, at the

　　cost of the Contractor, such steps as may in all circumstances be reasonably practicable to make good such defects. The Contractor shall be entitled to remove and retain all Work that the Engineer may have replaced at the Contractor's cost.

　　Nothing contained in this Clause will affect any claim by the Board under Clause 45.0 (Liquidated Damages).

　　34.0 SUSPENSION OF THE WORK

　　The Board reserves the right to suspend and reinstate execution of the whole or any part of the Work without invalidating the provisions of the Contract. Orders for suspension or reinstatement of the Work will be issued by the Board to the Contractor in writing. The time for completion of the Work will be extended for a period equal to the duration of the suspension. Changes in Contractor's Contract Price or delivery schedules which occur during a period of suspension ordered by the Board shall not affect the Contract except as agreed by the Board and the Contractor. The phrase "changes in delivery schedule" as used in the preceding sentence shall mean extension of the scheduled time of delivery in excess of the number of days of the suspension period. If the Contractor proposes to change Time Schedule of the Contract he shall present his proposal to the Board In writing. During the sixty (60) days period from and after the receipt by the Board of such written proposal, the Board shall be permitted to reinstate the Work

　　without change. If the Work is not reinstated during this sixty(60) days period, the Board and the Contractor shall agree upon reasonable and proper changes or the Board may terminate the Works.

　　Any necessary and demonstrable costs incurred by the Contractor as a result of suspension of the Work will be paid by the Board, unless otherwise specified, provided such costs are substantiated to the satisfaction of the Board.

　　35.0 COMMENCEMENT OF THE WORK

　　The Contractor shall commence the work immediately after effectiveness of the Contract and shall proceed with the Work with due expedition and without delay in accordance with the provisions of the Contract Schedule except as may be expressly authorised or ordered by the Engineer or be wholly beyond the Contractor's control to be intimated by the Contractor to the Board in time and be mutually agreed upon. The time is the essence in the execution of this Contract.

　　36.0 POSSESSION OF SITE

　　The Board through the Engineer will, upon the date of the written order to commence the field work, give to the Contractor possession of so much of the Site as may be required to enable the Contractor to commence and proceed with the Construction of the Work in accordance with the Contract Schedule.

　　Access to and possession of the Site shall not be exclusive to the Contractor but only such as shall enable him to execute the Work. The Contractor shall afford to the Board, to the Engineer and to other Contractors engaged upon the Site every reasonable facility for the execution of Work concurrently with his own.

　　37.0 TIME FOR COMPLETION

　　The Work shall be completed in accordance with the Schedule specified in the Contract. The Contractor will be required to furnish, for approval by the Engineer, a construction schedule setting forth in detail the procedure he proposes to follow, and give the date on which he expects to start and to complete separate portions of the Work. The construction schedule shall be of the Critical Path Method (CPM) type in the form of a network diagram and an activity listing. The network diagram shall show in detail and in orderly sequence all activities, their descriptions, duration and dependencies necessary to the completion of the Work. The activity listing shall show the following information for each activity on the network diagram:

　　Other scheduling methods may be utilised subject to the approval of the Engineer. If at any time in the opinion of the Engineer, proper progress is not being maintained, the Engineer will notify the Contractor in writing to take proper steps to expedite progress so as to complete the work by the schedule time.

　　The Contractor shall furnish the Engineer regular monthly and quarterly progress reports showing status and schedules of the supply of major or critical items and progress of the Work. The Engineer shall also be kept informed of any impending or actual delays that may affect the progress of the Work.

　　38.0 RATE OF PROGRESS

　　The whole of the materials, plant and labour to be provided by the Contractor and the mode., manner and speed of execution of the Work shall be of a kind and conducted in a manner to the satisfaction of the Engineer. Should the rate of progress of the Work or any part thereof be at any time in the opinion of the Engineer too slow to ensure the completion of the Work by the prescribed time for completion, the Engineer will so notify the Contractor in writing and the Contractor shall thereupon take such steps, as the Contractor may think necessary and the Engineer may think necessary and the Engineer may approve, to expedite progress so as to complete the Works by the prescribed time or extended time for completion. The Contractor shall not be entitled to any additional payment for taking such steps.

　　39.0 URGENT REPAIRS

　　If by reason of any accident or failure or other event occurring to in or in connection with the Work or any part thereof either during the execution of the Work or during the warranty period any remedial or other work or repair shall in the opinion of the Engineer be urgently necessary for security and the Contractor is unable or unwilling at once to do such work or repair the Board may by his own or other workmen do such work, or repair so done by the Board is work which the Contractor was liable to do at his own expense under the Contract all costs and charges properly incurred by the Board in so doing shall on demand be paid by the Contractor to the Board or may be deducted by the Board from any monies due or which may become due to the Contractor. Provided always that the Engineer will as soon after the occurrence of any such emergency as may be reasonably practicable notify the Contractor thereof in writing.

　　40.0 CONTRACTOR TO CHECK PLANS AND SCHEDULES

　　During the course of the Work, the Contractor shall check all dimensions elevations, and quantities shown on the plans and schedules related to the Work given to him by the Engineer, and shall notify the Engineer of any discrepancy found between the plans and the conditions on the ground, or any error or omission in plans or in the layout as given by staked points, or instruction, which he may discover. The Contractor will not take advantage of any minor error or omission in the plans or the Contract Documents. Full instructions will be furnished by the Engineer should such error or omission be discovered, and the Contractor shall carry out such instructions as if originally specified.

　　No work shown on the plans, the dimensions of which are not indicated, shall be executed until necessary dimensions have been obtained from the Engineer.

　　41.0 LAWS AND REGULATIONS

　　The Contractor shall observe and comply with all applicable ordinances, laws and regulations in the Country or Countries where the Contractor may reside or perform work, directly or indirectly under this Contract. The Contractor shall protect and indemnify the Board and the Board's officers and agents against any claim or liability arising from or based on violation of ordinances, regulations, or laws of the Country where the Contractor may reside or perform any of the Work.

　　The Contractor shall observe, comply with and respect Bangladesh laws, rules and regulations and shall not interfere with Bangladesh Political or religious affairs either directly or indirectly.

　　The Contractor shall comply with such other rules and regulations as the Board and the Engineer may establish from time to time with respect to the construction work and personnel employed by the Contractors provided such rules and regulations shall not modify any of the Contract Documents.

　　The Contractor shall, in all dealings with labour in his employ, have due regard to all recognised festival days of rest and religious or other customs.

　　The Contractor shall not give or barter or otherwise dispose of, to any person or persons, any arms or ammunition of any kind, or permit the same as aforesaid.

　　In the event of any outbreak of illness of an epidemic nature the Contractor shall comply with and carry out such regulations, orders and requirements as may be made by the Government of the People's Republic of Bangladesh or the local medical or sanitary authorities, for the purpose of dealing with and overcoming the same.

　　42.0 CHARACTER 0F WORKMEN

　　The Contractor shall employ only workmen who are competent to perform the Work assigned to them and, in the case of skilled labour, foremen, leadsmen, and supervisors, those who are actually trained and experienced in their respective trades and who do satisfactory work.

　　Notwithstanding any security clearances which may be required or given by the Government of the People's Republic of Bangladesh, if any, the Contractor shall be solely responsible for determining the suitability for employment of all personnel performing services provided pursuant to the Contract.

　　In all cases local labour shall be used to the greatest extent practical. The number of key personnel imported shall be limited to that necessary to accomplish the Work on schedule and in a satisfactory manner, taking into consideration all factors affecting work of this nature in Bangladesh.

　　The imported personnel of the Contractor shall respect all Bangladesh laws, rules, and regulations and shall not interfere with Bangladesh political or religious affairs either directly or indirectly and shall comply with such other rules and regulations as the Contractor, the Board/Engineer may establish from time to time with respect to the imported personnel employed by the Contractor. The imported personnel of the Contractor shall work and live in harmony with their co-workers (both imported and Bangladesh) employed on the Work and at all times conduct themselves in an

　　orderly manner. The imported personnel shall not engage, directly or indirectly, in any other employment, service or business whatever, nor shall they take part in local politics.

　　The local employees of the Contractor shall abide by all Bangladesh laws, rules, and regulations. The Contractor shall conform to all Bangladesh laws and regulations pertaining to the employment of Bangladesh nationals for the specific Work covered by these Specifications.

　　The Contractor shall at all times take reasonable precautions to prevent any unlawful, riotous or disorderly conduct by, or amongst his employees, and for the preservation of peace and protection of persons and property in the neighborhood of the Work against the same.

　　Whenever the Engineer's Representative shall notify the Contractor in writing that any man on the Work is, in his opinion, incompetent, unfaithful, or disorderly, or who uses threatening or abusive language to any person representing the Board when on the Work, such man shall be immediately discharged from the Work and shall not be re-employed thereon except with the consent of the Engineer. The Contractor shall replace such employees so discharged as is practical if replacement

　　is required.

　　All imported personnel of the Contractor under this Contract shall remain employees of the Contractor and shall receive their salaries and allowances directly form the Contractor. The Contractor agrees not to discriminate against any employee or applicant for employment by reason of race, colour or national origin in carrying out this Contract.

　　The Contractor shall be responsible for observance of his Subcontractors of the foregoing provisions.

　　43.0 WORKING HOURS

　　No work shall be done on legal Bangladesh holidays or at times other than the regularly established working hours without the written approval of the Engineer. However, work necessary in case of emergencies or for the proper case, receipt, unloading, transporting, maintenance, and protection of equipment or finished work may be done without prior approval.

　　This requirement shall not preclude the Contractor's use of scheduled overtime work and such work may be established by the Contractor, as a regular procedure, with the written permission of the Engineer; such permission, however, may be revoked at any time by the, Engineer if the Contractor fails to maintain adequate equipment and supervision for proper prosecution and control of the Work and all operations performed thereunder.

　　44.0 UNFAVOURABLE CONSTRUCTION CONDITIONS

　　During unfavorable weather, the Contractor shall confine his operations to portions of the Work which will not be affected adversely thereby. No portion of the Work shall be constructed under conditions which would affect adversely the quality or efficiency thereof, unless special means or precautions are taken by the Contractor to perform that portion of the Work in a proper and satisfactory manner.

　　45.0 LIQUIDATED DAMAGES

　　It is understood and agreed that time is the essence of the Contract. Should the Contractor fail to complete the specified supply and portions of the Work within the periods of time stipulated in the Contract, after due allowance for any extension of time which may be granted under the provisions set forth hereinafter, the ontractor shall pay to the Board Liquidated Damages for 'each" day of default. The amount of the Liquidated Damages shall be as following;

　　(a) Deduction of liquidated damages of not meeting Milestones:

　　If the Contractor fail to complete the specified supply and portions of the Work within the periods of time stipulated in the Contract, after due allowance for any extension of time which may be granted the provisions set forth hereinafter, the Contractor shall pay to the Employer liquidated damages for each day of default at the rate as follows:

　　0.1% of total contract price per day for delay in target milestone

　　The amount of the liquidated damages shall be calculated for each calendar day of default in completion as guaranteed in Guarantee Schedule.

　　(b) Net Output

　　If the plant fails to achieve such net power output at site condition as guaranteed by the Contractor in Guarantee Schedule, the Contractor shall pay to the Employer liquidated damages as follows:

　　US $ 1000 per kW for decrease in net output

　　(c) Heat Rate

　　If the net heat rate of the plant exceeds the guaranteed value, the Contractor shall pay to the Employer a liquidated damage as follows:

　　US $ 5.5 million for 1% or a part thereof increase in net heat rate

　　Liquidated damages in LTSA Period

　　Contractor shall guarantee net output (Offered guaranteed net output or net output achieved in Project Acceptance Test, which is lower) and net heat rate (Offered guaranteed net heat rate or net heat rate achieved in Project Acceptance Test, which is higher) through out the LTSA period. Performance test at the beginning of each LTSA year shall be conducted at the Site by the Contractor to prove the performance of plant under the attendance of the Board/Engineer.

　　If contractor fails to achieve guaranteed net output in the yearly LTSA Performance Test, after each yearly LTSA Performance Test the Contractor shall pay to the Employer liquidated damages at the rate of US $ 120 per kW decrease in guaranteed net output.

　　If contractor fails to achieve guaranteed net heat rate in the yearly LTSA

　　Performance Test, after each yearly LTSA Performance Test the Contractor shall pay to the Employer liquidated damages at the rate of US $ 725,000 for 1% or a part thereof increase in net heat rate.

　　The Board shall have the right to deduct any unpaid Liquidated Damages from any monies in its hands or otherwise due, or to become due, to the Contractor, or to sue for and recover compensation for such Liquidated Damages including encashment of the Performance Security.

　　45.1

　　The payment by the Contractor of the Liquidated Damages for delays in completion will be limited to 10% of the contract price, Liquidated Damages for Net output (as mentioned in clause 30.1 of Chapter III, Special conditions) will be limited to 10% of the contract price and Liquidated Damages for Heat Rate (as mentioned in 30.2 of Chapter III, Special conditions) will be limited to 10% of the contract price. If Liquidated Damages (for any one individual case of the three cases as mentioned above) is more than 10% of the total contract price, BPDB reserves the right to terminate the contract.

　　46.0 HINDRANCES AND DELAYS

　　In executing the Contract, the Contractor expressly covenants and agrees that . in undertaking to complete the Work within the time therein fixed, he has taken into consideration and made allowances for all hindrances and delays incident to such Work, whether growing out of delays in securing materials or workmen or otherwise. No charge shall be made by the Contractor for hindrances or delays from any cause during the progress of the Work, or any portion thereof, embraced in this Contract.

　　47.0 EXTENSION OF TIME

　　Should the Contractor be delayed in the final completion of the Work by any cause or causes outside of and beyond the control of the Contractor, such as but not limited to acts of the public enemy, war, blockades. insurrections, riots, epidemics, civil disturbances, strikes, fire, and other causes not within the control of the Contractor, including acts of the Board, which makes the performance of the Contract unfeasible and which by the exercise of due diligence the Contractor in performance of the Contract is unable to overcome, then an extension of time sufficient to compensate for the delay, as recommended by the Engineer, shall be granted by the Board and the Contractor shall not be charged with Liquidated Damages for such delay; provided, however, that the Contractor shall give the Board and the Engineer notice in writing of the cause of delay in each case within ten (10) days after determination of the cause has been made, and shall demonstrate that he has used all reasonable means to minimize the delay. If such notice is not given within ten (10) days in writing, then no claim shall be made for an extension of time for the period of delay.

　　If any such delays last for more than ninety (90) days or if the cumulative effect of the prior delays plus the then current delay is the total delay of more than ninety

　　(90) days, the parties shall at any time thereafter on the basis on which the Contractor shall immediately consult with each other for the purpose of agreeing upon the basis on which the Contractor shall resume work at the end of the delay. If they do not agree upon a solution of the problems involved, including adjustment of the price, if justified, within sixty (60) days from the ninetieth (90th) day of such delay, then either party may, by written notice, cancel that portion of the Work which is delayed and in such event the Board shall pay to the Contractor reasonable and proper cancellation charges as mutually agreed. Extension of time will not be granted for delays caused by inadequate work force, or the failure of the Contractor to place orders for equipment or materials sufficient time in advance to ensure delivery when needed, unless such causes are beyond the Contractor's control in which case the foregoing paragraphs shall apply. Extension of time may be granted for unfavourable weather only in those cases where the weather is unseasonal and sufficiently severe or unusually extended to prevent the Contractor from working. In each such case, the Contractor's authorised representative shall notify the Engineer's representative immediately for agreement and confirmation, whereupon the Engineer shall confirm with approval

　　of the Board, the authorisation in writing to the Contractor within seven (7) days of such notification.

　　48.0 MATERIALS AND EQUIPMENT

　　Unless specifically provided otherwise in each case, all materials and equipment furnished for permanent installation in the Work shall conform to applicable standard specifications and shall be new, unused, and undamaged when installed or otherwise incorporated in the Work. No such material or equipment shall be used by the Contractor for any purpose other than that intended or specified, unless such use is specifically authorised by the Engineer in each case.

　　When equipment or material furnished by the Contractor cannot be installed as specified or as shown on the plans, the Contractor shall, without extra cost to the Board, make all modifications required to properly install the equipment or material such modifications shall be subject to approval of the Engineer.

　　Excess and un-used goods imported for permanent installation for which customs duties, sales tax etc. have been paid by the Board shall be the property of the Board. At the completion of the Project, the Contractor shall prepare a proper inventory of the excess and un-used goods and hand over the same to the Board.

　　49.0 CLEAN UP OF SITE

　　The Contractor shall clean the working areas periodically of all trash and waste materials and shall maintain the Site in a neat and orderly condition throughout the construction period. The Engineer shall have the right to determine what is waste material or rubbish and the manner and place of disposal. On or before the completion of the Work the Contractor shall, without charge therefor, carefully clean out all pits, pipes, chambers or conduits, and shall tear down and remove all temporary structures built by him, and shall remove all rubbish of every kind from the tracts or grounds which he has occupied and shall leave them in first class condition.

　　In the event that the Contractor fail to comply with the cleanliness requirement or to perform the clean up work assigned to him by the Board the Board will reserve the right to hire another contractor to perform the necessary cleaning work and the Contractor shall reimburse the Board f or the cost of all such clean up work.

　　50.0 WARRANTY

　　The Contractor warrants that each item of materials, equipment and the work furnished under this Contract will be as specified and will be free from all defects in design, workmanship, materials & equipment etc. The warranties contained in these Contract Documents are the warranties made by Contractor with respect to the design, material, equipment and the work. If within the warranty period set forth below, any part of the material, equipment, any defects in design or the Work fails to meet the warranty., the BOARD will notify the Contractor and the Contractor shall Promptly correct any defects, including non-conformance with the specifications, by adjustment, repair or replacement of any and all defective parts or materials.

　　Unless otherwise specified, the warranty period hereunder shall begin on the date of Taking-over by the BOARD or date of Completion Certificate issuance (whichever occurs first) and shall end after twenty-four (24) months. During the warranty period, if any equipment/material is damaged and replaced by the Contractor, fresh warranty period for twenty four (24) months shall be counted for the replaced equipment/material.

　　During the warranty period of 24 months, duration of unscheduled outages due to Contractor’s fault shall be worked out, which shall be added to 24 months warranty period ie warranty period shall be extended accordingly by such unscheduled outages.

　　During the warranty period of 24 months, the Contractor shall supply all necessary equipment/ equipment parts, materials/consumables [all filters, lube oil for topping up, grease, chemicals etc.] at his own cost.

　　The Contractor shall pay all costs for correction of defects, including shop and field labour and supervision transportation parts, supplies and special tools.

　　The Contractor will be given an opportunity to confirm the existence of the defect but he shall not delay the correction while making such determination. This section states the limit of the Contractor's liability for defects for which it is responsible.

　　When it is necessary to dismantle Piping, ducts, machinery, equipment or other work furnished or performed by the Contractor in order to obtain access to the Work, the cost of all such dismantling and re-assembly will be paid by the Contractor.

　　The Contractor shall extend the provisions of this warrant to cover all repaired and replacement parts furnished under the warranty provision for a period of twenty four (24) months from the date of installation thereof.

　　If within twenty (20) days after the BOARD gives the Contractor notice of a defect, the Contractor neglects to make or undertake with due diligence to make the necessary corrections, the BOARD is hereby authorised to make the corrections by himself or order the Work to be done by a third party, and the cost of the corrections shall be paid by the Contractor.

　　The BOARD will be permitted to make repairs or replacements of equipment without affecting the warranty or without prior notice to the Contractor so long as the repairs or replacements involve the correct installation of spare parts. The BOARD shall also be permitted to adjust or test equipment as outlined in instruction manuals provided by the Contractor or as directed by the Contractor's Representative. During major repairs or replacement work, respective manufacturer’s representative shall be present.

　　In the event of an emergency where in the judgement of the BOARD the delay resulting from giving formal notice would cause serious loss or damage which could be prevented by immediate action, defects may be corrected by the BOARD or a third party chosen by the BOARD without giving prior notice to the Contractor and the cost of the corrections shall be paid by the Contractor. In the event such action is taken by the BOARD, the Contractor will be notified promptly and shall assist wherever possible in making the necessary corrections.

　　Operation & Maintenance During Warranty Period

　　The Contractor shall provide one (1) Competent Operation Engineer who will be in overall in charge of the Plant, one (1) Engineer for Electrical Maintenance (Generator, Transformer, Substation, Switchgears etc.), one (1) Engineer for I&C, one (1) Engineer Turbine Maintenance (including turbine auxiliaries) and one (1) Engineer for Boiler Maintenance (including Boiler auxiliaries & chemical plant) for smooth maintenance and operation of the Plant. The Contractor has to provide all

　　the spares and service needed for maintenance requirement during the warranty period and will engage required manpower in addition to the above stated personnel.

　　During warranty period the above mentioned Engineers jointly with BPDB'S Engineers/Staff shall have to perform the operation & daily maintenance of the plant. For this purpose, quarterly progress report of BPDB Personnel shall have to be submitted to the authority by the above mentioned Engineers showing the progress of BPDB Personnel for safe & reliable operation and maintenance of the plant independently.

　　During warranty period, tripping/ shutdown of Plant due to contractor’s/ machine’s (installed by contractor) fault shall be allowed for maximum 12 times/year. Total Plant/unit outage time of maximum 120 hours/ year will be allowed. If Nos. of tripping/ shutdown is more than 12 times/ year, amount of penalty will be 0.005% of total contract price (Except LTSA price) for every additional tripping/ shutdown. In addition, if total tripping/ shutdown outage of the unit is more than 120 hours/ year (tripping/ shutdown time to synchronising time), additional penalty will be

　　0.005% of total contract price (Except LTSA price) for every additional outage hours. At the end of every month, unit operation/ shutdown report will be prepared by the Project Director/ Manager of the Power station and penalty will be imposed on the contractor. This penalty will be in addition to the Liquidated Damages on account of failure to achieve guaranteed net power output, heat rate, and failure to complete the specified supply and/ or work within the period of time stipulated in the Contract.

　　Load restriction (partial load operation due to equipment fault) will also be considered shutdown outage and these period will be calculated in proportion of the reduction of energy (MWhr) to the offered net energy (MWhr) for these period.

　　51.0 CLAIMS FOR LABOUR AND MATERIALS

　　The Contractor shall indemnify and save harmless the Board from all claims for labour and materials furnished under this Contract.

　　52.0 MAINTAINING COMMERCIAL OPERATION

　　The Contractor shall prosecute the Work in such a manner that the minimum disturbance to maintaining commercial operation of the existing power system and appurtenances will result. Any outage of power shall be requested in writing to the Board at least five (5) days in advance and shall be scheduled during weekends, nights, or other periods of low demand. Any operations that may endanger the integrity of the power system shall first be cleared with the Board.

　　53.0 CUTTING INTO EXISTING WORK

　　Cutting into existing work that will affect commercial operation or integrity of the power system shall be conducted in accordance with Clause 52.0, "MAINTAINING COMMERCIAL OPERATION". Cutting into transmission / Auxiliary system and communication system, or other work not involving the above shall be performed in such a manner that the performance of the existing system will not be adversely affected, except for temporary personnel inconvenience. After putting in the new work, the existing work shall be returned to satisfactory and safe condition, equivalent or better, than it was found.

　　54.0 MAJOR ECONOMIC DISLOCATION : Deleted

　　55.0 PAYMENT OF DUTIES, TAXES, VAT, FEES AND OTHER TAXES:

　　55.01 For Contractor’s equipment, materials and services

　　a) Bangladesh Income tax and VAT for Income Earned in Bangladesh The Contractor shall be entirely liable to pay all Income Tax, VAT and all other taxes of similar nature earned in Bangladesh arising out of this contract for both Foreign & Local currency portion (i.e except CIF value) of the Contract Price at the prevailing rule of the Government (at present 10.5% i.e. 5.5% VAT & 5% IT) which shall be deducted at source during payment of bills for onward deposition of the same into Government Treasury. At the date of payment if there is any increase or decrease in rate of Income tax, VAT and other taxes, BPDB will pay or receive respectively the balance amount.

　　b) Foreign country Taxes and Permits

　　The Contractor shall pay all sales, income and other taxes and duties, tariffs and imports that can be lawfully assessed against the contractor by the Government or any lawful authority of any country other than the people's Republic of Bangladesh which has jurisdiction over the contractor in connection with this contract and shall pay for all licenses permits and inspection required for the work including the cost or securing all export licenses and permits for materials, equipment, supplies and personnel exported from that country to Bangladesh.

　　c) For Contractor’s equipment, materials imported on re-exportable basis The Contractor shall be entirely responsible for all Bangladesh Custom and Import duties, VAT, taxes and all other levies imposed under applicable law of Bangladesh for Importation of Contractor’s Construction equipment, tools and materials required for implementation of the contract in Bangladesh which shall be imported on the condition to be exported after completion of the work, if the same are not

　　exempted from such taxes, VAT & levies. The Board shall assist to the contractor to obtain exemption from NBR [National Board of Revenue] for import of the contractor’s equipment and materials on the basis of re-export.

　　55.02 IMPORT DUTY, VAT, TAXES, LEVIES AND OTHER TAXES FOR PERMANENT MATERIALS OF THE PROJECT

　　The Contractor shall obtain all import permits or licenses required for any part of the work within the terms stated in the program or if not so stated, in reasonable time having regard to the time for delivery of the work and the time for completion. The Board shall not bear any expenditure on account of import of cement, if any, by the Contractor.

　　Normally, equipment and materials that will be incorporated in the permanent works shall be transported by vessel. If the Contractor decides to air freight any items, the excess freight beyond freight of vessel or excess inland transportation or any other additional cost on account of air freight shall be borne by the Contractor.

　　55.03 CONTRACTOR'S RESPONSIBILITY TO GET ACQUAINTED WITH BANGLADESH

　　LAWS, IMPORT POLICY, ETC.

　　The Contractor shall get himself acquainted with the relevant Bangladesh Laws as well as the Import Policy of the Government of People's Republic of Bangladesh remaining in force regarding import of banned items, if any, during the execution of the Contract. In case of import of any banned items and/or contraband item, the consequential effect shall rest with the Contractor. Similarly the Contractor shall be responsible for any non-conformance of Bangladesh Laws either by his own employees or any of the employees of his Subcontractors during execution of the Contract.

　　56.0 CONTRACTOR'S BREAK DOWN ESTIMATE

　　The Contractor shall prepare and submit to the Engineer for approval a breakdown estimate for and covering each lump sum price of installation work stated in the Contract. The breakdown estimate, showing the value of each kind of work, shall be submitted to and approved by the Engineer before any partial payment estimate is prepared. Such items as Security premium, temporary facilities, and plant may be listed separately in the breakdown estimate, provided that their costs can be substantiated.

　　The sum of the items listed in any breakdown estimate shall equal the Contract Lump Sum Price or Prices listed as separate items. Overhead and profit shall not be listed as separate items.

　　An unbalanced breakdown estimate, providing for overpayment of the Contractor on items of the Work which would be performed first under the lump sum item or the Contract, will not be accepted and shall be revised and resubmitted until acceptable to the Engineer.