CONDITIONS OF CONTRACT (General Provisions)

1. DEFINITIONS

a) 'EMPLOYER/ONWER' means The Bank Asia PLC. including its successor(s),

assignees, personnel & legal representative(s) etc.

b) 'PROJECT ENGINEER' means the Engineer deputed by the contractor for

the purpose of supervision and control the specified work, who will be
responsible for all contact during ongoing work and the expression will also
include his authorized nominee(s) and representative(s).

c) 'CONTRACTOR' means the bidder whose tender will be accepted by the

OWNER and includes his successor, representatives and permitted assigns.

d) 'WORKS' means the work to be executed in accordance with contract.

e) 'SITE' means the lands and other places on/over/under in or through which
the work to be executed or such other lands and places as may be
designated as 'Site' by the OWNER.

2. CONTRACT DOCUMENTS

The contract documents comprise and include the following taken wholly and made as
part and parcel thereof;

a) Instruction of Bidders.
b) Tender Form with Memorandum,
c) Conditions of Contract, General and Special Provisions.
d) Technical specification of Bank’s Standard Materials.
e) Contract Agreement.
f) Any appendices, Addenda or written Instructions issued by the Employer.

3. INTERPRETATIONS OF DOCUMENTS

The several documents forming the contract are to be taken as mutually

explanatory of and another but in case of ambiguities or discrepancies the same
be explained and adjusted and decided as per the rules laid down in the Contract,
which decision shall be final and binding on the parties. Any adjustment by the
Contractor without this decision shall be at his risk and expenses.

4. EXTENT OF CONTRACT

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 The contract comprises the interior decoration and furniture work for relocation of
Bank Asia EPZ Branch, Zone Service Complex, Chattogram Export Processing
Zone (CEPZ), Chattogram as described in the Abstract of Tender and
maintenance of the works and except in so far as the contract otherwise provides,
the provisions, supply and transportation to, from, in and about the site at
Contractor's own risk and expenses of all labor, equipments, materials, temporary
or permanent nature, required in and for such execution, completion and
maintenance so far as the necessary for providing the same as specified in or can
reasonably be inferred from the contract.

5. QUANTITIES OF ITEMS OF WORK AND RATES

The quantities set out in the Bill of Quantities (BOQ) to be submitted by the
contractor in financial proposal and no claims shall be made against the owner for
excess or deficiency herein. The payment at the unit rates agreed upon will be for
the completed work only.

6. ASSIGNMENT AND SUB-LETTING

The Contractor shall not assign or sublet the work as a whole or in part without
the prior written consent of the owner and such consent if given shall not relieve
the Contractor from any liability or obligation under the contract and he shall be
responsible for the acts and omissions of any sub-contractor, his agents or
employees as if there were acts and omissions on the Contractor.

7. CUSTODY OF DRAWING

All drawings and specifications of the successful bidder together with copies
thereof are the sole property of the Employer and shall not be used for any work
other than this. The Contractor shall keep copy of the drawings and specifications
in good order on the site and the same at all reasonable times are available for
inspection and use by the Employer or Employer’s Engineer or their authorized
representatives.

8. WORK TO THE SATISFACTION OF THE ENGINEER

The Contractor shall execute, complete and maintain the work and provide the
whole of the materials, plant and labor and other things to the satisfaction of the
Engineer and shall comply with and adhere strictly to the Employer’s instructions
and directions on any matter (whether mentioned in the Contract or not) touching
or concerning the works. The Contractor shall take instructions and directions
only from the Employer’s Engineer For this purpose the Contractor shall maintain
a bound book at site.

9. DUTIES AND RESPONSIBILITIES OF EMPLOYER’S ENGINEER

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 i) During the construction/renovation/decoration period Employer’s Engineer
may supervise the construction/renovation/decoration work and progress
and in general if the work is proceeding in accordance with the contract
documents/schedule/work program. He is, however, not responsible for the
contractor’s failure to carry out the works in accordance with the contract
document. During his supervision he will inform the authority of the
progress and quality of work for necessary action as is necessary in the
interest of the work.

ii) He may test and examine any material to be used and workmanship
employed in connection with the works.

As a safe guard against short falls in quality before the actual

works are taken up, samples of all types of main items of works
with finishing will be made available for approval of the Employer.
Only then the main works will start and the quality matched against these
standard samples or standard workmanship of the different branches of
the Employer. The samples thus made will bear the date of approval and
the authority according the approval.

iii) The initial recording of all observations will be done in the site order Book.
Not only approval but also the bottleneck or problems relating to the
progress of works or typical of the particular site will also be recorded in
the site order.

vi) During this suspension period the contractor shall have no right to claim
for unemployment of his labours and will not relieve the contractor for
compensation for delay.

v) Employer’s Engineer can at any time examines and reexamines any part
of covered work and the contractor shall give all assistance at his own
cost.

vi) During the supervision of quality and progress of work, the contractor shall
remove any of his man from the work site who is in the opinion of the
Employer’s Engineer, deficient and undesirable and the contractor shall
obtain a substitute in his place with out delay.

vii) Any written instruction or approval given by the Employer’s Engineer

within the terms of his authority shall bind the contractor.

10. PROGRAM TO BE FURNISHED

The contractor shall within such time after the acceptance of his tender as the
Employer’s Engineer may specify submit in writing to the Employer for his
approval a program showing the order of procedure and methods and full
particulars of the organization and staff by which he proposes to carry out the
work. The submission to or approval by the Employer shall not relieve the
Contractor of any of his responsibilities under this contract.

11. SUPERINTENDENCE BY CONTRACTOR

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 The Contractor shall give his personal superintendence to the works or have a
competent agent satisfactory to the Employer’s Engineer with authority to act for
him on the work at all times during the execution of the work and as long
thereafter as the Employer may consider necessary for the fulfillment of contract.

12. SETTING UP

The Contractor shall be responsible for the true and proper setting out of the
works in relation to points lines and levels of reference and for the correctness of
the position, levels dimensions and alignment of all parts of the works and for the
provision of all necessary instruments appliances and labour in connection
therewith. If at any time during the progress of the works any error shall appear
or arise in the position levels, dimensions or alignment or any part of the works
the Contractor on being required to do so by the Employer’s Engineer shall at his
own expense rectify such error to the satisfaction of the Employer’s Engineer. The
checking of any setting out or of any line or level by the Employer’s Engineer
shall not in any way relieve the Contractor of his responsibility for the correctness
thereof.

13. COMPLIANCES WITH STATUTES REGULATIONS BYE-LAWS

The Contractor shall conform in all respect to the provisions of all National and
Local Laws, Regulations or orders or other laws for the time being in force
including all regulations and bye-laws of any local or other duly constituted
authority which may be applicable to the works and the rules and regulations of
all public bodies and companies whose property or rights are affected or may be
affected any way by the works or any temporary work shall give all notices and
pay all fees required to be given or paid thereby and shall keep the Owner
indemnified against all penalties and liabilities of any kind for breach of any of the
same.

14. SUPPLY OF WATER, POWER, TOOLS, PLANTS, CONSTRUCTION

EQUIPMENTS

The Contractor will make his own arrangements for the distribution of
water/electricity etc. supplies at his own expenses as the Employer will arrange
the same at one point. Supply of all the plants, vibrator, mixture machine,
welding machine, water tanks, drill machine, cutting machine etc. required for the
execution of contract to be arranged by the Contractor at his own cost.
Mobilization & storage of all construction materials to/near the site should be
arranged by the contractor at his own responsibility and his own expense.

15. SAFETY SECURITY WATCHING LIGHTING

The Contractor shall make all arrangements for the security and protection of
persons and property and where shall for protection of property of adjacent
landlord (if any) or for the safety or convenience of person it is necessary or
required by the Employer’s Engineer or by any duly constituted authority provide

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 and maintain all lights, guards, fencing and watching. The contractor must submit
his safety policy to the client.

16. INDEMNIFICATION TO EMPLOYER

The Contractor shall keep the Employer harmless and indemnify the Employer
against all lasses and claims for injuries or any person or any property
whatsoever, infringement of any patent rights or any other matter which may
arise out of or in consequence of the performance of the contract and against all
claims, demands, proceedings, damages, costs charges and expenses
whatsoever in respect of or in relation thereto.

In every case in which by virtue of any law the Employer is obliged to pay any
compensation for any damage to any person or any property, public or private
arising out of or in consequence of the performance of contract by the Contractor
such compensation shall be recovered from the Contractor.

17. CARE OF WORKS

From the commencement to the completion of the works the Contractor shall
take full responsibility for the care thereof and of all temporary works materials
constructional plant and other things brought on to the site by the Contractor for
the up rose of the Contract and in case any damage loss or injury shall happen to
the works or to any part thereof to any Temporary works or any such materials or
Constructional plant or other things from any cause whatsoever he shall at his
own cost replace repair an made go the same so that at completion the works
shall be in good order and condition and in conformity in every respect with the
requirements of the Contract and Employers’ Engineer’s instructions.

18. SITE TO BE KEPT CLEAR FROM OBSTRUCTIONS

The Contractor shall at all times keep the site free form obstructions and shall at
any time if directed by the Employer’s Engineer store or dispose off or remove
any constructional plant, material wreckage or rubbish or temporary works no
longer required in a manner satisfactory to the Employer’s Engineer. No extra
claim will be entertained in this respect.

19. OPPORTUNITIES FOR OTHER CONTRACTORS

The Contractor shall in accordance with requirements of the Employer’s Engineer

provide all reasonable opportunities and cooperation in the execution of any
other works by Employer’s employees or other Contractors not covered by this
contract. He shall fit his own work to such additional work as may be directed by
the Employer’s Engineer.

20. EMPLOYING LABOUR

a) The Contractor shall be fully responsible at his own expense and risk for
recruitment, supervision, transport, accommodation, feeding, sanitation and

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 all other matters whatsoever in connection with employment of labour in
accordance with local regulations and normal standards.

b) The Contractor shall at all times enforce strict discipline and good order
among his employees.

c) The Contractor shall have due regard to all recognized festivals, days of rest,
religious or other customs and shall make special arrangements wherever
the exigencies of the construction program demand the work shall proceed
during such festival days for the sake of completion of work on schedule.

d) The Employer’s Engineer shall be at liberty to order the Contractor to

remove forthwith from the site his agent or any other person employed by
the Contractor or Sub-Contractor who, in the opinion of the Employer’s
Engineer, is found to be in misconduct or incompetent or negligent or whose
presence is otherwise undesirable.

e) The Contractor shall furnish to the Employer’s Engineer a return in details in

such form and at such intervals as the Employer’s Engineer may prescribe
showing the information about his staff, labour, plant and materials, their
sources and supplies.

21. MATERIALS AND WORKMANSHIP

The Contractor shall execute the whole and every part of the work in the most
substantial and proper workmanship like manner and both as regards materials
and otherwise in every respect in accordance with the specification and branch
standard. He shall also conform exactly, fully, faithfully to the approved designs,
drawings and instructions issued by the Employer’s Engineer.

22. WORKMANSHIP AS PER SPECIFICATION

No bill shall be paid for unless thoroughly good and fully in accordance with the
specification and should through inadvertence, bad works he passed and paid for
it will never the less be perfectly competent for the Employer to strike the same
out of the account at any future time and recover the value at a day previous to
or at the time of granting the final certificate.

23. SAMPLES AND TESTS

a) All materials and workmanship shall be subjected from time to time to such
tests at such places and at such times as the Employer’s Engineer may
direct. The Contractor shall supply samples of materials and provide all such
assistance instruments, machines, labour, materials as may be required for
examining measuring and testing any work or materials.

b) The cost of all samples and tests shall be borne by the Contractor if such is
intended by or provided for in the specifications.

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 c) If such is not intended by or provided for, the cost shall be born by the
Contractor if the test shows, the workmanship or material not to be in
accordance with the provisions of the contract or the Employers’ Engineers
instruction but otherwise by the Employer.

d) The Contractor should obtain necessary approval from the Employer’s

Engineer for the materials to be used.

24. ACCESS TO SITE

The Employer and the Employer’s Engineer and any person authorized by either
of them shall, at all times and for all purposes, have access to the works and to
the Sites and to all workshops and places where work is being prepared or where
materials, manufactured articles and machinery are being obtained for the works.

25. EXAMINATION BEFORE COVERING UP

The Contractor shall not cover up or put out of view or beyond the reach of
measurement of any work without giving due notice to the Employer’s Engineer
and obtaining his prior approval in writing and shall extend full co-operation to
the Employer’s Engineer to examine and measure any such work.

If any work shall be covered up or placed beyond the reach of measurement

without due notice having been given or Employer’s Engineers approval having
been obtained the same shall be uncovered at Contractors expenses or in default
thereof no payment or allowance shall be made for such work or materials with
which the same was executed, if the Employer’s Engineer so certifies.

26. UNCOVERING, MAKING, OPENING AND SEARCHING

The Contractor shall uncover any part or parts of the works or make openings in
or through the works or search for the cause of any defect imperfection or fact in
the works as the Employer’s Engineer may from time to time direct either during
execution or during the period of Maintenance and shall reinstate and make good
after such uncovering opening or searching to the satisfaction of the Employer’s
Engineer.

If any work has been covered up or put out of view after compliance with the
requirements of Clause 25 hereof and defect or imperfection is one for which the
Contractor is not liable under the contract, all expenses for work done under this
clause shall be borne by the Owner but in any other case all such expenses shall
be borne by the Contractor.
27. REMOVAL OF IMPROPER WORK AND MATERIALS

The Employer’s Engineer shall have the following powers to order in writing from
time to time:

a) The removal from the site within such time or times as may be specified in
the order of any materials which in the opinion of the Employer’s Engineer
are not in accordance with the Contract.

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 b) the substitution of proper and suitable materials; and

c) The removal and proper re-execution (not withstanding any previous

approval or previous test thereof interim payment therefore) of any work
which in respect of materials or workmanship is not, in opinion of the
Employer’s Engineer, in accordance with the contract.

28. MATERIALS TO BE ISSUED FROM OWNER STORE

When an estimate provides for the use of any special description of materials to
be supplied from the Owner Store, or if it is required that the contractor shall use
certain stores to be provided by the Consultant a schedule is to be attached
showing the particulars of the stores at which they will be delivered and the place
of delivery. The contractor should be supplied with materials as required from
time to time be used by him for the purpose of contract. The value of the full
quantity of materials so supplied being necessary, deducted at the rates
contained in the estimates of, if there is no estimate in the schedule signed by
the contractor from the bills submitted by the contractor or firm by the sale of the
security depositor a sufficient part thereof All materials supplied to the contractor
shall remain the absolute property of the Consultant and shall not on any account
be removed from the work and shall at all times be open for inspection by the
Consultant. Any such materials unused at the time of completion on of the
termination of the contract, are to be returned to the Owner’s store if so required
but otherwise the contractor shall not return remnants of such materials to the
Owner store or claim any compensation for loss by wastage in such materials
beyond what may be allowed in the estimate, it being assumed that all risk is
provided for in the tenders. The materials if available will be issued from a place
any where in site us and the contractor shall bear all costs up to working site.

29. TIME OF COMPLETION

The Contractor shall strictly observe the time allowed for the execution of the
contract as entered in the Tender Form. Should the amount of extra of additional
of any kind or other special circumstances of any kind whatsoever which may
occur be such as fairly to entitle the Contractor to an extension of time for the
completion of the work the Employer’s Engineer shall determine the amount of
such extension provided the Employer is not bound to take into account any extra
or additional work or other special circumstances unless the Contractor has within
21 days after such work has been commenced or such circumstances have arisen
delivered to the Employer full and detailed particulars of any claim to extension of
time which he may consider himself entitled in order that such claim may be
investigated at the time. Provided the Employer is not bound to determine such
extension, unless the Contractor has given an immediate report of any special
circumstances to the Employer’s Engineer or has within ten days of the
occupancy o such delivered in writing to the Employer’s Engineer full and detailed
particulars of any claim to extension of time with he may consider himself entitled
to.

30. RATE OF PROGREES

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 Should the rate of progress of work at any time in the opinion of the Employer’s
Engineer be too slow to ensure the completion of the works by the prescribed
time or extended time for completion the Employer’s Engineer may so notify the
Contractor in writing and the Contractor shall thereupon take such steps as the
contractor may think necessary and the Employer may approve to expedite
progress so as to complete the works by the prescribed time o extended time of
completion.

31. COMPENSATION FOR DELAY

If the Contractor shall fail to complete the works within the time prescribed or
extended time that the Contractor shall pay to the Employer the sum as
compensation for such default for everyday which shall claps between the time
prescribed or extended time as the case may be and the date of completion of
the works. If the completion is not made within the schedule time or extended
time the Contractor shall be liable for a penalty @Tk.1,000.00 (One Thousand) per
day of delay which shall be realized from the final bill. The payment of such
damages shall not relieve the contractor form his obligation to complete the
works or from any other of his obligation and liabilities under the contract. But the
Employer owner shall have the right to cancel the contract after expiry of
completion time.

32. ACTION AND COMPENSATION PAYABLE FOR BAD WORKMANSHIP

If it shall appear to the Employer of the work that, any work has been executed
with unsound, imperfect or unskilled workmanship or with materials of any
inferior quality the contractor shall on demand in writing forthwith rectify, remove
or reconstruct the same in whole or in part as the case may be at own charge and
cost and in the event of his refusing to do within a period to be specified by the
Employer if he shall fail to remove from the site of the work within the specified
period and the materials or articles which are considered by the same officer,
unsound, of had quality or not agreeable to the term of the contract and to
provide immediately suitable materials in lieu of those condemned than the
contractor shall be liable to pay damages at the rate of (1% one per cent or such
smaller amount as the Employer’s Engineer deem fit on the amount of the
estimate for everyday, for such days that he fails to comply with the written
demand of the Employer’s Engineer.

33. CERTIFICATE OF COMPLETION OF WORKS

As soon as, in the opinion of the Employer, the works shall have been
substantially completed and shall have satisfactory passed any final test that may
be prescribed by the Contract the Employer shall, on receiving a written
undertaking by the Contractor to finish any outstanding work during the period of
maintenance issued to the Contractor, with a copy to the Employer, a certificate

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 of completion in respect or the works and the period of Maintenance of the works
shall commence from the date of such certificate.

34. PERIOD OF MAINTENANCE

a) The period of Maintenance shall be calculated from the date of completion

certificate given by the branch/division/department in accordance with
clause 31 hereof.

b) During the period of Maintenance the Contractor shall if required by the

Employer in writing, search for the cause or existence of any defect or
imperfection or fault under the directions of the Employer.

c) The Contractor shall execute all such work or repair, reconstruction,

rectification and making good the defects, imperfections or other faults as
may be required by the branch/division/department during the period of
Maintenance.

d) The cost of work done under sub-clause (b) and (c) hereof shall be borne by
the Contractor if the necessity thereof shall, in the opinion of the
branch/division/department, due to the use of materials or workmanship not
in accordance with the contract or due to neglect or failure on the part of the
Contractor to comply with any obligation. In all other cases the cost of work
shall be paid for additional work by the Employer were.

35. ALTERNATIONS, ADDITIONS, OMISSIONS & SUBSTITUTIONS

a) The Employer shall have power to order in writing any alternation or

omissions or additions to or substitution from the original specifications,
drawings, designs and instructions or any other alternation in the from,
quality and quantity of the works or any part thereof that may in his opinion
be necessary and the Contractor be bound to carry out the work in
accordance with such order herein after referred to as "Variation Order" and
no such variations shall in any way vitiate or invalidate the contract.

b) Any additional work done or work omitted by variation shall be valued at the
rates wet out in the Contract if in the opinion of the Employer the same shall
be applicable.

c) Provided to this the nature of variation be such that in the opinion of the
Employer the rate contained in the Contract for any item of work is rendered
unreasonable or inapplicable, the Employer shall have to power to fix such
other tare as he shall think reasonable and proper, provided also that no
increase rate in writing stating the reasons and basis of his claim within ten
days of the receipt of variation order.

d) If the contract shall not contain any rate applicable to the extra or additional
work, then reasonable rates shall be fixed by the Employer’s Engineer for
which a notice in writing shall be given to the contractor and his
confirmation thereof within time specified in such notice shall be binding on
all parties.

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 e) If the Contractor is not satisfied with any rate varied or fixed under above
sub-clause (c) & (d) thereof, he shall have a right to make representation to
the Employer to that effect within 7 (seven) days of receipt of Employer’s
decision stating full reasons for his dissatisfaction. The Employer shall give
due consideration to such representation and may take any decision which
may deem reasonable and such decision shall be binding on all parties.

f) The time for completion of the work shall be extended in proportion to the
amount of work involved in a variation order and the certificate of the
branch/division/department shall be final and conclusive in this respect.

36. CLAIMS FOR COMPENSATION

The contractor shall have no claim to any payment or compensation on account

of :

i) Any profit or advantage which he might have derived from the execution of
any work should such work be omitted by the Employer under any provision
of this Contract.

ii) Any enhanced rates on these already accepted due to price fluctuations,

iii) Any damage done by rains, fire storm or any other natural calamity provided
that the avoidance of such damages could be humanly possible.

37. SUSPENSION OF WORK

The contractor shall, on the written order of the Employer, suspend the progress
of the works or any part thereof for such item or times and in such manner as the
Employer may consider necessary and shall, during such suspension, properly
protect and secure the work so far as is necessary in the opinion or the Employer.
The extra cost incurred by the contractor in giving effect to any such order shall
be borne and paid by the owner unless such suspension is:
a) Otherwise provided for in the contract; or
b) Necessary for the proper execution of the work; or
c) By reason of weather conditions affecting the quality of the works; or
d) By reasons of some default on the part of the Contractor or.
e) Necessary for the safety of the works or any part thereof provided that the
contractor shall not be entitled to recover any such extra cost unless he gives
notice in writing of his intention to claim regard shall be final.

38. SECURITY DEPOSIT

i) A security deposit will be deducted from the running bills (if any) or from the
final bill @ 10% (Ten percent) of the total bill. This deposit may be refunded
after six months on the successful completion of the maintenance period
and no interest will be payable on this deposit, provided the work is properly
maintained for any minor construction/finishing defects and no major
construction defect is noticed during this period due to contractor’s fault. In

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 that case the defects must be removed or the money in full or part there will
be forfeited.

ii) In the event of his security deposit being reduced by reason of any
deduction the contractor shall within 10 (ten) days thereafter make good
such deficiency.

iii) The Employer shall be entitled to withhold the payment until the contractor
produces a maintenance certificate form the branch/division/department as
per clause 39 herein.

39. PAYMENT TO CONTRACTORS

i) The contractor shall submit his bill in such form as Employer’s Engineer may
prescribe at the end of each calendar month or as soon as practicable or at
such frequent intervals as determined by the Employer’s Engineer, for all
work executed in the preceding period.

ii) The final bill shall be submitted by the Contractor within one month of the
issue of certificate of Completion, otherwise the Employer Engineer's
Certificate of the total amount payable for the work shall baling and be
binding on all parties.

iii) The cost of materials delivered at site may also be included in the bill if so
permitted by the Employer’s Engineer, provided that the Employer’s
Engineer shall fix in writing rates for determining the cost of materials, the
percentage of such costs to be included in the bill and the methods of
adjustment in future bill of advance payment made against materials.

iv) If the Contractor does not submit the bill in time the Employer’s Engineer
may get the bill prepared if he deems necessary in the interest of the Owner
which shall be binding on the Contractor in all respects.

v) Soon after the receipt of the bill the Employer’s Engineer shall arrange for
taking the requisite measurements if necessary, examine and verify the bill,
if possible before presentation of bill.

vi) The Employer’s Engineer shall then certify the amount of payment to the
Contractor, which he shall consider reasonable and proper in respect
thereof.

vii) The Employer shall pay the amount to the Contractor under any certificate
issued by the branch/division/department furnishing the sub-clause (vi)
hereof or any other terms of the Contract.
viii) All interim payments shall be regarded as payments by way of advance
against the final payment and as payment for work actually done and
completed.

ix) The Employer’s Engineer may be entitled to any correction or modification

in any previous certificate and shall have power to withhold any certificate
of the works or any part thereof are not being carried out to his satisfaction.

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40. CLEARANCE OF SITE

No payment against final bill shall be made until the Contractor shall have
removed from the site all constructional plant, temporary works, surplus
materials, wreckage and rubbish of every kind and cleared, reinstated and left the
whole of site and the works clear in working condition to the satisfaction of the
Employer’s Engineer.

41. MAINTENANCE CERTIFICATES

The Contract shall not be considered as completed and approved until

Maintenance Certificate shall have been signed by the
branch/division/department and delivered to the Facility Management Division,
Prime Bank Limited stating that the works have been completed and maintained
to branch’s/division’s/ departments satisfaction. The Maintenance Certificate shall
be given by the branch/ division/department 28 (twenty eight) days works
ordered during such period in pursuant to clause 38 hereof shall have been
completed to the satisfaction of the branch /division/department.

42. APPROVAL ONLY BY MAINTENANCE CERTIFICATE

No certificate other than the Maintenance Certificate referred to in clause 39 shall

be deemed to constitute approval of any work or other matter in respect of which
it is issued or shall be taken as an admission of the due performance of the
contract or any part thereof or of the accuracy of any claim or damages made by
the Contractor or of additional or varied work having been ordered by the branch/
division/department nor shall any other certificate conclude or prejudice any of
the powers of the branch/division/department.

43. PROPERTY IN MATERIALS AND PLANT

Constructional plant, temporary works and materials shall vest in the Employer
for the purposes of this contract. Such plant, works and materials shall revert in
the Contractor on removal by him with the consent of the Employer’s Engineer or
on completion or termination of his contract. Provided the Employer shall have no
liability whatsoever in respect of such plant, works, materials. Also provided such
vesting shall not be deemed to be an approval by the Employer’s Engineer of the
materials or other matters referred to therein nor shall it prevent the rejection of
any such materials at any time by the Employer’s Engineer.
44. CESSATION OF OWNERS LIABILITY

The Employer shall not be liable to the Contractor for any matter or thing arising
out of or in connection with the contract unless the Contractor shall have make a
claim in writing in respect thereof before giving of the Maintenance Certificate
under clause 39.

45. REMEDIES FOR DEFAULT

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a) In any case in which the Contractor fails to fulfill any of his obligation under
the contract, he shall be liable to pay to the Employer such compensation as
the Employer’s Engineer may determine for such period as his obligation
remains unfulfilled.

b) If the Contractor shall fail to observe or perform any requirement,

instruction, direction or order of the Employer’s Engineer duly made or given
in accordance with the contract or shall otherwise fail to fulfill any obligation
imposed upon him by the contract the Employer may without prejudice to
any other rights or remedies he may have himself or by his servants or a
gents remedy for such default and all expenses consequent thereon or
incidental thereto shall be borne by the Contractor.

c) In case of any default by the Contractor to pay any amount to the Employer,
which he is liable to pay under the contract, the Employer shall have full
powers to recover the same from the Security Deposit or any other sums
whatsoever which are due or may become due to the Contractor under this
contract or any other contract.

d) In any case in which under the contract the Contractor shall have rendered
himself liable to pay compensation amounting to the whole of his security
deposit (Whether paid in one sum or deducted by installments) or otherwise
if the Employer’s Engineer certifies the liability, incapacity or unwillingness
of the Contractor to execute the contract the Employer shall have the power
to adopt any of the following courses, as he may deem suitable for
protecting his interest:

i) To resend the contract of which rescission notice in writing to the

Contractor under the hand of the Employer shall be conclusive
evidence and in which case the security deposit of the contractor shall
stand forfeited, and be absolutely at the disposal of the Employer.

ii) To employ labour paid by the Employer and to supply materials to

carry out the work, or any part of the work, debiting the contractor
with the cost of the labour and the price of the materials (of the
amount of which cost and price a certificate of the Employer’s Engineer
shall be final and conclusive against the Contractor) and crediting him
with the value of the work done, in all respects in the same manner
and at the same rates as if, it had been carried out by the Contractor
under the terms of his contract, the certificate of Employer’s Engineer
as to the work done shall be final and conclusive against the
Contractor.
iii) The measure up the work of the Contractor, and to take such part
thereof as shall be unexecuted out of his hands and to give it to
another Contractor to complete in which case any expenses which may
be incurred in excess of such which shall have been paid to the original
Contractor, if the whole work had been executed by him (of the
amount of which excess the certificate in writing of the Employer’s
Engineer shall be final and conclusive) shall be borne and paid by the
original Contractor and may be deducted from any money due to him
by the Employer under the contract or otherwise or from his security
deposit.

22 LSSD/Bank Asia PLC.

 In the event of any of the above courses being adopted by the Employer and the
Employer’s Engineer the Contractor shall have no claim to compensation for any
loss sustained by him for reason of his having purchased or procured any
materials or entered into any engagements or made any advances on account of
or with a view to executing of the work. In any case the contract shall be
rescinded under the provision aforesaid, the Contractor shall not be entitled to
recover or be paid any sum for work therefore actually performed under this
contract, unless and until the Employer’s Engineer will have certified in writing
the performance of such work and the value payable in respect thereof, he shall
only be entitled to be paid the value so certified.

46. DISPUTES

Any dispute concerning a question of fact or interpretation arising under this

contract which is not disposed of by agreement shall be decided by the Employer
in writing and his decision shall be binding on all parties. If the Contractor is not
satisfied with such decision he may make appeal by furnishing to the Employer in
writing appeal and then the dispute shall be submitted for arbitration under the
normal arbitration laws. Pending final decision of a dispute hereunder, the
Contractor shall proceed diligently with the performance of the contract and in
accordance with the Employer’s decision.

47. BRIEFS

If the Contractor or any of his Sub-Contractor, agents or servants shall offer or

given agree to offer or give to any person any bribe, gratuity or commission as an
inducement or reward for doing or for bearing to do any action in relation to the
Contract or any other contract with the Employer or action in relation to the
contract or any other contract with the Employer or for showing as per bearing to
show favour or disfavour to any persons in relation to the contract or any other
contract with the Employer than the Employer may enter upon the site and expel
the Contractor there from under the provision of clause 43.

48. CONTRACTOR LIABLE FOR DAMAGES DONE

If the contractor or his people at work break, defense or injure any part of a
building they may be working hour any building, road, fence, enclosure of grass
land or garden, or if any damages shall happen to the work while in progress from
any cause whether or any imperfections become apparent in it, he shall made the
same good at his own expenses or in default the Employer may cause the same
to be made good by other workman, and deduct the expenses from any sums
that may be then, or at any time thereafter due to the contractor.

49. SAFETY AND PROTECTION

The contractor shall provide all necessary fencing and lights required to protect
the public, adjacent landlords/tenants etc. from accidents and shall be bound to
bear the expenses of defense at any action or legal proceedings that may be

23 LSSD/Bank Asia PLC.

 brought by any person for injury sustained due to the neglect of above
precautions, and to pay any damages or cost which may be determined awarded
in consequence.

50. CHANGES IN CONSTITUTION OF FIRM

In the case of tender by partners any change in the constitution of the firm shall
be forthwith notified by the contractor to the Employer for his information.

51. LUMP SUMS IN ESTIMATES

When the estimate on which the tender is made includes lump sums in respect of
parts of the works, the contractor shall be entitled to payment in respect of the
items of the work involved or the part of the work in question at the same rates
as are payable under this contract for such items, or if the part work in question is
not in the opinion of the Employer’s Engineer-in-charge, possible to measure
capable of measurement, the Engineer in-charge may at his discretion pay the
lump sum amount entered in the estimate, and certificate in writing of the
Employer’s Engineer-in-charge shall be final and conclusive against the contractor
with regard to any sum or sums payable to him under the provisions of this
clause.

52. MAINTENANCE OF HYGIENE OF THE LABOURS

The contractor(s) shall at his/their own cost provide his/their labour on site and
shall make arrangements for conservancy and sanitation in the labour site to the
satisfaction of the local public health and medical authorities. He/they shall also
at his/their own cost make arrangements for the laying of pipe lines for water
supply to his/their labour site from the existing mains where ever available and
shall pay all fees, charges and expenses in connection therewith and incidental
thereto.

53. SITE IN CHARGE

The successful bidder must employ a well skilled B. Sc. Engineer of 6~7 years
experience or Diploma Engineer of 10~12 years’ experience as a Site-in-Charge.
He should have sound knowledge on all kinds of design & drawing and should be
efficient in building renovation and construction work. Site-in-Charge must be
present at site at all times. The contractor must submit a detailed Bio-Data of the
site in charge before commencement of the work.

54. SPECIAL CONDITION

The terms and conditions as contained in Bangladesh Form No. 2911 shall form a
part of the contract and shall be binding upon the Contractor. In case of any
conflict between any clause of Bangladesh Form No. 2911 and that of General

24 LSSD/Bank Asia PLC.

 Conditions and Specification, the clause of Bangladesh Form No. 2911 shall
prevail.

55. DISMANTLED MATERIALS

The dismantled materials (if any) are the property of the Bank authority. So
precaution should be taken during dismantling and all the materials (if any) would
be stored at a suitable place as per direction of the Bank authority. Contractor is
advised to dismantle (if any) those items of works with consent of the Bank
authority.

56. ADDITIONAL TERMS AND CONDITIONS

In addition to what appear as terms and conditions hereinbefore the Contractors

should note the following which will form part of the tender as additional terms
and conditions and also will be binding upon the Contractor(s):

a) The work shall be done as per rules and regulations in force of the
Government or other regulatory authority.
b) The work must be carried out in accordance with the approved
specifications submitted by the contractor. The work shall be technically
supervised by the Employer’s Engineer and Employer’s authorized
representative.
c) The construction, renovation, decoration and electrification & other
installation works will be done as per approved design & drawing submitted
by the Contractor and direction of Employer’s Engineer-in-charge.
d) All works must be carried out diligently, promptly and strictly in accordance
with the approved specifications and terms and conditions and also as per
direction of the Employer’s Engineer and Employer through their authorized
representative.
e) The rates quoted by the Contractor must be furnished for completion job
inclusive of cost of all materials, all labour and operations wastage, carriage
and local handling of materials, incidental charges, overhead, all types of
taxes and Contractor's profit etc.
f) Before submitting tender, the Contractor should inspect the site and
ascertain the nature of work and examine carefully the utility services
specially electrical & plumbing conditions. No extra claim on the ground of
not seeing the site, approved design & drawings etc. will be entertained.
g) Proper arrangement of labour huts, sanitation, water supply and lighting etc.
shall be made by the Contractor at his own cost and no extra payment will
be made on this account.
h) All tools and plants required for the work shall have to be arranged by the
Contractor for which no extra payment will be made.
i) The work must be completed within the specified time. The Contractor will,
however, furnish his detailed time schedule along with the tender of

25 LSSD/Bank Asia PLC.

 Technical Proposal. Particular attention of the Contractor is drawn to clause
30 "CONDITIONS OF CONTRACT" regarding compensation.
j) The Contractor shall be fully responsible for any kind of accident fatal or
otherwise caused while executing the work to himself, his staff or any third
person. In all such cases compensation as per rules payable to the claimant
shall be on the Contractor's account and the responsibility for and injury or
damage caused in executing the work or loss of any property - whether
belonging to the owner or third person shall also rest on him. The Contractor
shall be responsible to such damages as decided by the Employer.
k) - The Employer will have the right to carry out testing and examining of
materials in any laboratory.
- All Materials bought to the site must have prior approval of the
Employer’s Engineer-in-Charge.
- The Contractor shall arrange to the Employer to furnish shop drawings
whenever necessary and obtain approval. It there is any omission of
detail in drawings the Contractor will immediately inform such
omissions to the Employer’s Engineer and will not precede with work
unless written instruction is given to the Contractor from the
Employer’s Head Office. Samples and specimen of electrical cables,
fittings, fixtures, sanitary, fittings and such other materials shall be
furnished to the Employer’s Engineer and approval obtained before
bringing to the site for their use.
l) All works must be carried out in close cooperation with the other Contractors
say Air Conditioner contractor, Network & PABX contractor etc.
m) Unless otherwise specified, all telephone and electrical installations, etc
shall be concealed. The unit rates of various items shall be inclusive of costs
for such provisions.
n) The Contractor must have in their employment qualified and experienced
electrical supervisors having license of category A. B & C for Electrical
works.
o) Particulars of Engineers and Supervisors to be employed for this work from
the contractor’s part shall be furnished in the bidder's letter head pad along
with the technical proposal.
p) All the pages of the Schedule must be signed and sealed.
q) The acceptance of the technical and financial proposal will rest with Prime
Bank Limited who does not bind them to accept the lowest tender reserves.
The Employer reserves the right to reject any or all the tenders without
assigning any reason thereof and waive any information's in the tender or
divide the works amongst Contractor
r) Notice inviting tenders, conditions of contract and relevant terms &
conditions, standardized materials of different branches, specific items of
works form part of the technical proposal. In case of difference in the
meaning of the specifications mentioned in technical proposal of the bidder
and terms and conditions the Employer’s decision shall be binding on the
parties concerned.

26 LSSD/Bank Asia PLC.

 s) The Employer can employ other Contractors for trade or work not covered
by this contract. In such case, the Contractor shall work in cooperation with
the other Contractors and render all help and assistance so as not to
hamper progress and execution of the project.
t) The Contractor must visit the site before submitting the technical & financial
proposal and clear understanding about the nature of work so that he can
do the work at his quoted schedule rate. No extra claim will be entertained
that he did not see the condition and nature or works.
v) All the schedule item of works in the technical proposal is a complete and
finished item of works. The Employer has standardized the
brand/origin/source of materials to be used as per renovation and interior &
exterior decoration works of different branches. Specification of materials to
be used along with brand/origin not mentioned in this document must be
provided by the bidder in their any proposals. Minor repair and remedial
work that may arise during carrying out any of the work as mentioned in the
schedule of item work will have to be done by the Contractor without any
extra cost to the Employer.

Signature of the Bidder

Date

Address ____________________

(Seal)

FORM OF CONTRACT AGREEMENT

THIS CONTRACT AGREEMENT made and entered in the day of ................................ by

and between the Senior Vice President and Head of LSSD, Bank Asia PLC. herein after
referred to as the "EMPLOYER/OWNER"

27 LSSD/Bank Asia PLC.

and ......................................................................................................... party of the
Second part, hereinafter referred to as the "CONTRACTOR"

WITNESSETH : WHEREAS, under the procedure Tenders have heretofore been received
by the Employer for Interior Decoration and Furniture work for Relocation of Bank Asia
EPZ Branch, Zone Service Complex, Chattogram Export Processing Zone (CEPZ),
Chattogram as described in the memorandum and the tender of the Contractor for said
work has been accepted by the Employer.

NOW THEREFORE, for and in consideration of the promises, covenants and agreement
hereinafter contained and to be performed by the parties hereto, the said parties The
Popular Pharmaceuticals Ltd. agree, the Owner for itself and its successors’
administrators, as follows:

1. In consideration of the covenants and agreements to be kept and performed by

the Contractor and for the faithful performance of this contract and the
Completion of the work embraced therein according to, the Specifications and
conditions herein contained are referred to, the Employer shall pay, and the
Contractor shall receive and accept as full compensation for everything furnished
and done by the Contractor under this Agreement the Contract Price stipulated in
the Contractor's Tender at the time and in the manner prescribed by the
conditions of contract.

2. The Contractor, at his own proper cost and expenses shall do all work and furnish
all labour materials, tools, supplies, machinery and other equipment that may be
necessary for the execution of the work as outlines and as described in the
specification, except such equipment and materials to be furnished to the
Employer.

3. The said work shall be started within 5 (Five) days of the Contractor's receipt from
the Employer of a written order to proceed, and the Contractor shall have the
work called for under the contract fully completed as per Time Schedule
appended to Tender Form except for maintenance which shall to completed 6
months after issuance of final certificate of completion.

4. It is also understood and agreed that the Contract Documents including:

i) Instruction to Tenders
ii) Tender Form with Memorandum
iii) Conditions of Contract, General and Special Provisions
iv) Schedule of Work and Technical Specification
v) Any Appendices, Addenda or written instructions issued by the Owner/
Engineer/ Consultant.
vi) Bangladesh Form No. 2911

and this Contract Agreement are all essential documents to this contract, and are, each
and all made a part hereof, and have the same force and effect as is set forth at length
herein.

28 LSSD/Bank Asia PLC.

IN WITNESS WHEREOF, the parties have executed Contract Agreement as of the day and
your hereinabove set forth.

________________________________________
Senior Vice President and
Head of LSSD

Witness :

1.

2.
__________________________
Signature of Contractor

Date :

Seal :

Witness :

1.

2.

29 LSSD/Bank Asia PLC.