Ref : 66T00079/SC004
Date :
SUB-CONTRACT (SERVICES)
This Sub-contract is made by and between
Tebodin Thailand, a company duly organized and existing under the laws of Thailand, having its registered office in 88 Paso Tower Building, 12th Floor, Room No. A, Silom Road, Suriyawong, Bangrak, Bangkok 10500 Thailand (hereinafter referred to as “Engineer”)
and
PT. Tebodin Indonesia
Gedung Menara 165, 12nd floor, Jl. TB Simatupang kav 1, Cilandak Timur Jakarta 12560 Indonesia
whereas,
• Engineer has entered or intends to enter into an agreement ("Main Agreement") with Prosernat (M) Sdn. Bhd. (“ Principal") for the provision of Structural and Piping Detailed Engineering (“Project”)
• Sub-contractor will provide a part of the services required for the execution of the Project in accordance with the terms and conditions of this Sub-contract.
Parties have agreed as follows
1. Sub-contractor will perform the services ("Services") as specified in Annex A to this Sub-contract and complete the Services at the dates as mentioned in this Annex.
For the performance of the Services Sub-contractor will make available qualified personnel and the specified key personnel as set out in Annex B to this Sub-contract.
2. The remuneration and payment terms for the Services to be performed by Sub-contractor are specified in Annex C to this Sub-contract. With regard to the payment terms it is noted that the actual payment to sub-contractor of correctly invoiced amount will be within 15 days upon receipt of the corresponding amount from Client under the main agreement, but no later than 90 days from the invoices date of the Sub-Contractor.
.
3. Sub-contractor shall be liable for any and all additional costs (including but not limited to local taxes, governmental fees, social security contributions), that are not explicitly mentioned as reimbursable in Annex C.
4. Sub-contractor shall not execute any additional work or changes to the Services unless prior written approval is obtained from Engineer regarding the consequences of such additional work and/or adjustments of the time schedule and remuneration.
5. As project managers for the performance of this Sub-contract will act:
- Engineer : Marian Kusy
- Sub-contractor : Syaiful Ashari
6. Unless agreed otherwise the terms and conditions of the Main Agreement will be applicable accordingly for Sub-contractor. Parties recognize that it is of particular importance that:
• the Services to be rendered by Sub-contractor will fully comply with the standards of performance, quality and other requirements incorporated in the Main Agreement;
• in case of default Sub-contractor will honor all guarantee and liability obligations as per the Main Agreement and safeguard and hold harmless Engineer with regard to all claims which are a result of the performance and activities of Sub-contractor;
• the administrative conditions of the Main Agreement have to be complied with by Sub-contractor specifically with regard to format, back-up and supporting documentation of invoices in order to enable payment of Sub-contractor's remuneration.
A copy of the relevant part of the Main Agreement is attached as Annex D.
7. Sub-contractor shall be responsible for carrying the insurances required by the Main Agreement for its own activities, both for itself and its staff, e.g. third party liability, workman's compensation, property, travel and accident insurance, etc.
8. Sub-contractor and its personnel, while in each country in which the Services are being carried out, shall respect the laws and customs of that country.
9. This Sub-contract will automatically end if the Main Agreement between Principal and Engineer is terminated during the execution period. Next thereto the Sub-contract may be terminated by Engineer before completion of the Services in case of serious breach of contract by Sub-contractor such as:
• bankruptcy;
• moratorium of payment;
• composition or arrangement for the benefit of creditors;
• Default which after written notification by Engineer is not remedied within the specified time.
Financial settlement will take place on basis of the part of the Services satisfactorily performed by Sub-contractor at the moment of termination, reduced with the amount for which Sub-contractor is liable under the specific circumstances.
10. Sub-contractor shall not assign any and all of its rights and obligations under the Sub-contract, unless prior written consent, which shall not be unreasonably withheld, has been given by Engineer.
11. Notwithstanding intermediate termination as described in clause 9 or on basis of the relevant clauses of the Main Agreement, the Sub-contract shall remain in force and effect with regard to claims for Services performed before intermediate termination.
12. The law of Thailand is applicable to this Sub-contract. All disputes arising in connection with this Sub-contract shall be settled by the competent court in Bangkok, Thailand
IN WITNESS