HỢP ĐỒNG THI CÔNG MẪU CHUẨN MỰC BẰNG TIẾNG ANH NĂM 2018

Chào các bạn, mình xin giới thiệu đến các bạn mẫu hợp đồng thi công xây dựng chuẩn bằng tiếng Anh. Hợp đồng này được sử dụng chính thức giữa những công ty quốc tế và công ty Việt Nam. Nội dung hợp đồng vô cùng chặt chẽ, đầy đủ thông tin ràng buộc cần thiết. Nếu các bạn đang cần một hợp đồng mẫu chất lượng thì tham khảo hợp đồng của mình nhé.

Contents ARTICLE 1 DEFINITION 3

ARTICLE 2 PURCHASE ORDER 7

ARTICLE 3 RESPONSIBILITY MATRIX 8

ARTICLE 4 TIME AND COMPLETION OF WORK 13

ARTICLE 5 PRICE AND TERMS OF PAYMENT 14

ARTICLE 6 COMMUNICATION AND MEETING 14

ARTICLE 7 PROJECT QUALITY 17

ARTICLE 8 MODIFICATIONS TO PROJECT AND DESIGN 17

ARTICLE 9 TEST AND ACCEPTANCE 18

ARTICLE 10 INSURANCE 18

ARTICLE 11 SOCIAL AND ENVIRONMENT RESPONSIBILITY (SER) 19

ARTICLE 12 WARRANTIES 20

ARTICLE 13 FORCE MAJEURE 22

ARTICLE 14 INTELLECTUAL PROPERTY RIGHT (IPR) 23

ARTICLE 15 CONFIDENTIALITY 24

ARTICLE 16 LIQUIDATED DAMAGES 24

ARTICLE 17 INDEMNIFICATION 25

ARTICLE 18 TERM AND TERMINATION 26

ARTICLE 19 GOVERNING LAW AND DISPUTE SETTLEMENT 28

ARTICLE 20 PRIVACY PROTECTION AND GDPR 28

ARTICLE 21 EXPORT CONTROL COMPLIANCE 29

ARTICLE 22 MISCELLANEOUS 32

This Agreement is entered into by and between:

ABC, a company registered in Vietnam as the subsidiary of ABC, the registered office

at……… (hereinafter referred to as ‘Contractor’)

AND

XYZ, a company incorporated in Viet Nam with its registered office at_ (hereinafter referred to as ‘Subcontractor’)

WHEREAS:

telecom equipment installation and network optimization and small civil work on WORK (brief description of Subcontractor’s business activities)

provision of Products and Services as provided in this Agreement and Annexes hereto

may place purchase order with Subcontractor during the term of this Agreement

Now Therefore, in consideration of the mutual obligations, representations, covenants and other

good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties agree

to be bound by the following terms and conditions:

ARTICLE 1 DEFINITION

When used in this Agreement, the terms and expressions defined hereinafter between quotation marks with a capital letter will be capitalized throughout this Agreement and shall have the meaning hereby respectively assigned to them:

1.1 “Agreement” shall mean the present Framework Subcontract Agreement between the

Contractor and the Subcontractor, any Annex attached and any valid amendment hereto, any

1.4 “Confidential Information” shall mean any and all documents, data and other information

disclosed or made available in any form whatsoever (including, but not limited to, disclosure made in writing, orally or in the form of samples, models, computer programs, know-how or otherwise) by the Disclosing Party to the Receiving Party, or of which the Receiving Party has gained knowledge, as a result of this Agreement For the avoidance of doubt, Confidential Information shall also include any and all documents, data and information that the Receiving Party develops or otherwise produces by aid of information received from the Disclosing Party, including but not limited to, any test results in any form whatsoever

1.5 “Contractor” means ABC

1.6 “Contractor’s Project Outsourcing Manager” shall mean the person who is appointed by

the Contractor and acts as the contact and interface person between the Contractor and the Subcontractor

1.7 “Contractor’s WORK Representative” shall mean the person who represents the

Contractor to coordinate and supervise the WORK works

1.8 “Employer” shall mean ABC’s client, which is one party of the Main Agreement with its

registered office situated in Vietnam

1.9 “FAC” or “Final Acceptance Certificate” shall mean the final acceptance certificate

issued by the Employer under the Main Contract

Employer under the Main Contract

diligent party in the circumstances, which is beyond the reasonable control of a party and which makes a party’s performance of its responsibilities hereunder impossible and includes, but is not limited to, war, riots, earthquake, storm, flood, terrorist acts, confiscation or any other action by government agencies

respect of the performance and fulfilling of the PO and Agreement during different phases

of the Project, which includes but not limited to project manager, technical manager, quality manager, safety manager and the team leader, quality inspector, safety principal of any particular construction team

Employer

the case may be) shall mean the preliminary/provisional acceptance certificate issued by the Employer under the Main Contract

“Parties” shall mean Contractor and Subcontractor collectively

may be) shall mean the preliminary/provisional acceptance test undertaken by the Employer under the Main Contract

of the Subcontractor

Subcontractor and accepted by the Contractor under a particular PO

quantity, progress requirement and so on by the Contractor in accordance with Article 2

the Subcontractor according to Error! Reference source not found

Subcontractor in accordance with this Agreement

not found including but not limited to installation, testing, training, commissioning,

technical support, warranty period maintenance, repair and replacement

this Agreement are to be executed and any other lands and places designated by the Contractor for working space or any other purpose as may be specifically stipulated in this Agreement as forming part of the WORK

to Error! Reference source not found

authorized by the Subcontractor to act in its name and on its behalf under this Agreement

source not found and represents the inclusive price for all the work in that item

executed and completed by the Subcontractor in accordance with this Agreement

for or on behalf of the ABC Group other than under this Agreement

control person or companies under the control of Subcontractor) and

subcontractors

1.30 “Restricted Party” means an individual or entity that is identified on (or owned, controlled

Sanctions, as applicable,

parties that are in full compliance and have been approved in advance and in writing by ABC’s Chief Export Compliance Officer) or

country having jurisdiction over the ABC Group, the Subcontractor Group or the performance of this Agreement that makes the performance of the Agreement unlawful without first obtaining a license or other authorization from that government

imposed by the People’s Republic of China, the United Nations, the European Union, the United States of America or any government having jurisdiction over the ABC Group, the Subcontractor Group or the performance of this Agreement

this Agreement or Other ABC Matters, is reasonably likely to cause

certifications made pursuant to this Section) of the Subcontractor Group to be or

become inaccurate or insufficient at the time given or made or at any time thereafter until the end of the term of this Agreement or

export/reexport controls of the People’s Republic of China, the United Nations, the European Union, the United States of America or any government having jurisdiction over the ABC Group, the Subcontractor Group or the performance of this Agreement

controlled affiliates (including all joint ventures or business partnerships that are 50% or more owned, directly or indirectly, ABC and the employees (including directors and officers) acting in their official capacities, agents and other third party representatives of any of them

ARTICLE 2 PURCHASE ORDER

concluding the same or similar agreement with any third parties Any and all of the Contractor’s purchases of Products and/or Services from the Subcontractor under this Agreement is subject to the Contractor’s issuance of PO to the Subcontractor as a confirmation

shall duly sign and return the PO to the Contractor within three (3) Days from the date of

PO issuance, beyond which period, the Subcontractor shall be deemed to have rejected the

PO and the Contractor reserves the right to rescind the PO in question

which normally details work quantity and the time for starting and completion of the Work

If Commencement Date is absent in the PO, the date of receiving the relevant PO by the Subcontractor shall be deemed as the Commencement Date of the Work The Subcontractor shall be paid only for actual quantities of Work completed and accepted

Agreement shall prevail

ARTICLE 3 RESPONSIBILITY MATRIX

Contractor shall supply relevant and necessary technical drawings and specifications as well as other documents required for this Project;

a) Subcontractor shall execute and complete the Work in accordance with the Error! Reference source not found and supply Products strictly following Error! Reference source not found and shall remedy any defect of the Products and Services (if any) When completed, the Work shall be fit for the purposes for which the Work is intended under this Agreement

b) During the whole period of this Agreement, the Subcontractor shall not, directly or indirectly enter into any exclusive agreement or contract with a third party, under which the Subcontractor is contractually prevented from providing service or products

to Contractor or to the parent company, affiliates, subsidiaries or associates of the Contractor

c) Subcontractor shall provide all the documents specified in this Agreement, and all personnel, goods, instruments, consumables and other things and Services, whether of

a temporary or permanent nature, required in and for design, execution, completion and remedying of defects

d) All Works carried out by the Subcontractor shall satisfy the Contractor’s requirement

as specified in this Agreement or implied otherwise; Subcontractor shall ensure all WORK works, operations and construction methods are safe and complete

e) Subcontractor shall, whenever required by the Contractor, submit details of the arrangements and methods which the Subcontractor proposes to adopt for the execution of the Work Subcontractor shall not make any changes to these arrangements and methods without prior written consent of Contractor

f) Subcontractor shall submit the work documents for approval and counter-signed by Contractor for the acceptance of the Project Upon completion of the acceptance, Subcontractor shall hand over all the acceptance documents including but not limited

to the drawings, Project and testing records to Contractor If Contractor has any comments on the above documents, Subcontractor will incorporate such comments and submit a newly revised version for Contractor’s approval

g) Subcontractor shall duly submit daily and weekly reports on the progress of the Project

as required by the Contractor and shall be responsible for the authenticity of the reports

h) Subcontractor shall promptly notify Contractor of any error, omission, fault or other defect in the design or specifications for the Work upon its first awareness or knowledge of such occurrence

i) Subcontractor shall be responsible for recording and promptly reporting problems found in the Project or reported by the Employer during the Work to Contractor’s WORK Representative in twenty-four (24) hours

j) Subcontractor shall provide all its Personnel with necessary tools, equipment and facilities to ensure their health and safety while they are present at the workplace of this Project Proper work methods, procedures and personal protection measures shall

be adopted and strictly observed by Subcontractor

k) Subcontractor shall advise, instruct and train (if necessary) all its Personnel to strictly follow the mandatory health and safety rules of the workplace Subcontractor is liable for any damage and/or loss resulted from any safety incidents except such damage and/or loss is evidenced to be solely caused by Contractor’s gross negligence

a) Subcontractor shall appoint a Subcontractor’s Project Manager and shall fully authorize this position so as to enable its Project Manager to act on the Subcontractor’s behalf under this Agreement

b) Subcontractor shall, prior to the Commencement Date, submit the name list and relevant particulars, such as resumes and contact details of its Key Personnel (including the project manager, regional manager, quality manager, construction team leader, and security manager) to Contractor for approval When in possession of

Contractor’s written consent of these Key Personnel, Subcontractor shall issue written appointment to such Key Personnel If such consent is withheld or subsequently revoked by the Contractor, or if the appointed person fails to act as this position as judged by contractor, the Subcontractor shall submit forthwith replacement name list and resume for such appointment within required time Subcontractor shall keep an up

to date list of people involved in the performance of the works, such list shall be provided to contractor at any time as required by the contractor and whenever any changes in the subcontractor’s organization occur

c) Subcontractor shall not revoke the appointment of any Key Personnel or appoint a replacement for any of them without the prior written consent of Contractor

d) Subcontractor’s Project Manager shall work on full-time basis and be on duty as long

as there is Work in process In the case that Subcontractor’s Project Manager unavoidably has to be temporally absent due to such reasons as illness etc., a suitable acting project manager shall be appointed by the Subcontractor and agreed by the Contractor during his absence

e) The Subcontractor’s Project Manager shall, on behalf of Subcontractor, receive instructions from Contractor’s Project Outsourcing Manager

accordance with the standards and criteria set forth by the Employer and/or the Contractor The Subcontractor shall be paid only for the demonstration WORKs which satisfy the Employer and the Contractor in quality and standards; and such satisfactory demonstration WORKs shall model all the following WORKs to be built by the Subcontractor Any costs and expenses incurred from the unsatisfactory demonstration WORKs shall be borne by the Subcontractor If the Subcontractor fails to build demonstration WORKs within the required time limit or demonstration WORKs fail to meet the required standards or criteria, the Contractor has the right to suspend or rescind the relevant PO

party without Contractor’s prior written consent If Subcontractor breaches this clause, without prejudice to any other remedies, the contractor shall be entitled to claim 10% (ten percent) of all the PO amount under this agreement which has been performed and/or terminate this Agreement The subcontractor shall bear any and all costs, expenses, losses, and damages arising out of such termination

WORK (so far as the same is under his control) and the Work (so far as the same are not handed over to Contractor) in an orderly state appropriate to the avoidance of danger to such persons, equipment, tools, WORKs, and take all reasonable steps at his own cost to protect the environment on and off the WORK and to avoid damage or nuisance to persons

or to property of the public or others resulting from pollution, noise or other causes arising

as a consequence of his methods of operation

the requirements of the Contractor Contractor shall be entitled to audit any aspect of the system Details of all procedures and compliance documents shall be submitted to Contractor for information before each design and execution stage is commenced When any document of a technical nature is issued to Contractor, evidence of the prior approval

by Subcontractor himself shall be apparent on the document itself Compliance with the quality assurance system shall not relieve Subcontractor of any of his responsibilities, obligations or liabilities under this Agreement

to the concealed works; photographs can be taken as an evidence of self-checks The self-check records shall be kept ready for Contractor’s inspection at any time The concealed works shall be inspected and approved by the Contractor before any following work being dealt with

execution of the Works If the defect is caused due to the Subcontractor’s fault, such as negligence or omission, all costs and expenses of the remedy shall be borne by the Subcontractor

surroundings and information available in connection therewith and to have satisfied himself, so far as is practicable, before acceptance of the PO issued hereunder, as to the form and nature thereof, including the sub-surface conditions, the hydrological and climatic conditions, the extent and nature of work and materials necessary for the completion of the Works, the means of access to the WORK and the accommodation that may be required, and in general, shall be deemed to have obtained all necessary

information, apart from the above mentioned, as to risks, contingencies and all other circumstances which may influence or affect its work The Subcontractor shall be liable to any consequences subsequently caused by the said conditions

3.2.10 Subcontractor shall bear all costs and charges for special and/or temporary permission to

access which he may require, including those for access to the WORK Subcontractor shall also obtain, at his risk and cost, any additional facilities outside the WORK which he may require for the purposes of the Work

3.2.11 Subcontractor shall be responsible for all its Personnel’s accommodation, transportation

and other expenses arising from the execution of the Work during the Project

3.2.12 Subcontractor will be liable to the Contractor and the Employer for any debts, claims, suits,

payments, legal actions or judicial decisions filed in or issued by the competent authorities arising out of or in connection with the execution of the Work by Subcontractor, its personnel, agents, representatives or sub-subcontractors, or by reason of losses or damage

to property of the Contractor and the Employer or any third parties, including landowners

or holders of easements or other real rights of vested possession or simply occupants, or by reason of injuries to or death of persons, provided that in all cases such losses or damages are susceptible to be claimed to the Contractor and the Employer

3.2.13 Subcontractor shall not interfere unnecessarily or improperly with the convenience of the

public, or the access to and use and occupation of all roads and footpaths, irrespective or whether they are public or in the possession of the Employer or of others Subcontractor shall indemnify and hold the Contractor and Employer harmless against and from all damages, losses and expenses (including legal fees and expenses) resulting from any such unnecessary or improper interference

3.2.14 Subcontractor shall visually inspect equipment, materials and tools provided by Contractor,

and shall promptly give notice to Contractor of any shortage, defect or default in the equipment, materials and tools After this visual inspection, the equipment, materials and tools shall come under the care, custody and control of Subcontractor and all the risk shall

be passed to Subcontractor All the WORKs shall be under the care of Subcontractor from Subcontractor coming into the WORK until the issuance of PAC by Contractor

3.2.15 Subcontractor shall guarantee and maintain the authenticity, legitimacy and validity for all

the documentation including but not limited to register documents, financial statement, authorization document, acceptance document and any other document subcontractor presented to Contractor and Employer, and subcontractor shall bear any and all the responsibility, costs of any damages and legal fees and/or penalty that may be arising out

of or in connection with its breach of this terms or other terms of this Agreement

3.2.16 The Subcontractor shall submit the work schedule (including General Plan, Monthly Plan,

and Weekly Plan) to Contractor’s Project Outsourcing Manager for approval The Subcontractor shall appoint personnel solely devoted to the preparation and submission of the documentation specified below

a) project implementation plan ;

b) a checklist and detailed schedule for the provision of Contractor’s drawings, tools, equipment and logistics requested by Subcontractor for the implementation of the Project

c) The Subcontractor’s construction teams, list of personnel, contact information and primary working staffs’ resumes in English

The Subcontractor must submit the above stated reports within ten (10) Days after signing this Agreement

ARTICLE 4 TIME AND COMPLETION OF WORK

Contractor and complete the Project within the time period specified in each PO

specified in PO, and shall then proceed with the Work with due expedition and without delay

without the prior written consent of the Contractor

Work During such suspension, Subcontractor shall protect and secure the WORKs and any equipment, devices, instruments stored at the Sties against any deterioration, loss or damage

The written instruction document issued by Contractor shall be properly kept by Subcontractor Contractor may also notify Subcontractor of the cause for the suspension

Agreement and claim damages from Subcontractor

Manager of any delay which is not caused by the Subcontractor itself but due to reasons beyond its reasonable control including but not limited to changes in design, force Majeure, etc The Subcontractor shall, within seven (7) calendar days after its first knowledge or awareness of the delay, provide adequate evidences to the Contractor's Project Outsourcing Manager to justify the delay If the Contractor's Project Outsourcing Manager, judging by the adequate and valid evidences provided by the Subcontractor within the above fixed time limit, signs to confirm that the Subcontractor shall not be held responsible for the delay, the Subcontractor can then be exempted from any liabilities in connection with the delay The time schedule shall be continuously checked and may be adjusted during execution by Contractor if the circumstances or the progress of Work so requires

Outsourcing Manager when the delay is confirmed not the liability of Subcontractor by Contractor in accordance with 4.6

during the night, on weekends and on holidays Subcontractor hereby acknowledges that it is the Subcontractor responsibility to obtain all required permissions and to take adequate measures to ensure the aforesaid overtime performance

required permissions relating to the Project at no cost to the Contractor and to take due measures to safeguard performance according to applicable laws, including during the night,

on weekends and on holidays (if any)

ARTICLE 5 PRICE AND TERMS OF PAYMENT

Contractor’s paying procedures set out in Error! Reference source not found.nd payment

procedure hereto

amount on the settlement sheet shall the Subcontractor issue and send the corresponding invoice to Contractor The payment will be made within Thirty (30) Days from the date of the original invoice being accepted by Contractor Contractor shall not be assumed any liabilities if the payment is delayed due to Subcontractor’s fault

and unit price of Annex 3 Price List The due payment of each purchase order shall be remitted to the Subcontractor by means of Telegraphic Transfer Each party shall be responsible for the transfer costs of its respective banks

For FISRT SERVICE

One hundred percent(100%) of the actual finished and accepted engineering service PO value shall be paid after passing the Contractor’s PAC within 30 days from the date of Contractor received invoice

For SECOND SERVICE

The 1 st Payment: The sixty percent (60%) of the actual finished and accepted engineering service value shall be paid after passing Contractor completion certificate within 30 days from the date of Contractor received invoice

The 2 nd payment: The Thirty percent (30%) of the actual finished and accepted engineering service value in the project shall be paid after passing PAC within 30 days from the date of Contractor received invoice

The 3 rd Payment: The Ten percent (10%) of the all actual finished and accepted engineering

service value in the project shall be paid after passing FAC within 30 days from the date of Contractor received invoice

a) The settlement sheet is not in the format of Contractor’s form or is not filled in completely

b) Subcontractor fails to respond in time to Contractor’s request for clarification

Contractor shall not be held responsible for any costs and expenses incurred by Subcontractor due to such payment rejection

account names, account opening banks and account numbers of both Parties provided herein shall be used for payment In case of any change(s) thereof, the Party making change(s) shall notify the other Party in writing twenty-five (25) Days prior to the relevant agreed payment time limit and any such change(s) shall be subject to the written confirmation of the Party’s authorized representative

of the price and have based the price on its full understanding and examination of the data, interpretations, information, inspections as to all relevant matters and designs The price covers all the Contractor’s obligations under this Agreement and the PO hereunder and all things necessary for the proper design, execution and completion of the Project and the remedying of any defects

expenses incurred by Subcontractor for this Project The Unit Price shall remain fixed and firm during the term of this Agreement, Subcontractor shall not raise the Unit Price in any way after the effective date of this Agreement for any cause including but not limited to float of market price on raw materials or parts, salary or wages, the fluctuation of exchange rates or any other factors

levies and charges arising out of or in connection with the performance of this Agreement shall be deemed to have been included in the price and shall be borne by the Subcontractor

laws and regulations of any jurisdiction to which it may be subject require so, provided that relevant certificates or documents with respect to such deduction are served

ARTICLE 6 COMMUNICATION AND MEETING

other key personnel shall be organized before project commencement Details with respect

to team build-up/establishment, communication system, progress plan, report template, etc, shall be recorded and confirmed by both Parties at this meeting

at regular intervals, which shall not be longer than half a month Subcontractor shall make preparations for such meetings, including preparing relevant documents, schedule, progress report, etc

performance difficulties at Contractor’s request Minutes shall be taken and signed by all the attendants of the meeting Attendants of this meeting shall include Subcontractor’s Project Manager, Key Personnel and other senior personnel from Subcontractor’s side as requested

by Contractor

ARTICLE 7 PROJECT QUALITY

acceptance

ARTICLE 8 MODIFICATIONS TO PROJECT AND DESIGN

delivered by Contractor shall constitute integral part of this Agreement and modification made to the aforesaid contents shall be deemed the amendment to this Agreement

(verbal agreements over the telephone is allowed in emergency only, provided that such modification request and approval is transformed into writing within two (2) days after such verbal communication) Subcontractor shall be responsible for the quality of any modifications made by it

Subcontractor shall provide all assistance in carrying out the variations Variations can be initiated by Contractor at any time prior to the issuance of FAC for this Project, either by instruction of variation or by requesting Subcontractor for a proposal A variation shall not comprise the omission for any work which is to be carried out by others

notices to the Contractor stating with supporting particulars that (i) the Subcontractor can not readily obtain the goods required for the Variation; (ii) it will reduce the safety or suitability of the works, or; (iii) it will have adverse impacts on the completion of this

Project as scheduled Upon receiving this notice, Contractor may accordingly cancel, confirm or vary the instruction of variation

soon as practicable, either by giving reasons why it cannot comply (if this is the case) or by submitting:

a) A description of proposed design and/or work to be performed and a schedule for its execution;

b) A proposal for any necessary modification to the schedule of the Project;

c) A proposal for adjustment to the price

The Subcontractor shall not delay any work whilst awaiting a response

ARTICLE 9 TEST AND ACCEPTANCE

Products if they are defective or fail to meet any applicable standards and/or specifications provided for in this Agreement The inspection and acceptance of the Products shall not relieve Subcontractor from its warranty obligations hereunder

for the PAT of the Project which is conducted under the supervision of the Contractor and Employer For Contractor’s convenience, Subcontractor shall submit all Project records and documents, Project drawings, and acceptance documents

Project has passed the PAT fully Upon issuance of PAC, Subcontractor shall transfer all documentation associated with the Project to Contractor

to evaluate the performance of Project and a FAC shall be issued by Contractor within thirty (30) Days upon successful FAT

or Annex 12 quality standard and acceptance

ARTICLE 10 INSURANCE

at his expense, insurances against any damage, loss or injury which may occur to any