Honda Vietnam Company Limited

APPLICABLE FROM JUNE 1st2016

HONDA VIETNAM COMPANY LIMITED

EPC CONTRACT

HF.FM.UFC.95KI.01

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APPLICABLE FROM JUNE 1st2016

PARTICULAR CONDITIONS

1. Basement for signing Contract

-Civil Code No. 33/2005/QHdated 14th June 2005of the XI National Assembly

-Lawon Construction No. 50/2014/QH13dated 18th June 2014 of the XIII National Assembly;

-Decree No. 59/2015/ND-CP dated 18 June 2015 of the Government on construction project management;

-Decree No. 46/2015/ND-CP dated 12 May 2015 of the Government on quality control and maintenance of construction project;

-Decree No. 37/2015/ND-CP dated 22 April 2015 of the Government on the Contracts in the construction activities;

-Circular No. 08/2010/TT-BXD dated 29 July 2010 of Ministry of Construction on guiding the method on adjustment of price of construction contract;

-Law on Fire prevention and fightingNo. 40/2013/QH13 dated 22 November 2013 of the XIII National Assembly

-Bidding documents; and

-Other relevant legal documents.

This contract is made and signed on between the following Parties:

1. Contracting Parties

1. The Owner

Name of Company / : / Honda Vietnam Company Limited
Address / : / Phuc Thang Ward, Phuc Yen Town, Vinh Phuc Province
Representative by / : / Mr. Toshiyuki Takada
Title / : / General Manager of Purchasing Unit
Tel / : / 84-211- 3868888 / Fax : 84-211-3868900
Bank Account No. / : / (CLICK HERE TO SELECT)2890211-0003000414910-200053-036102010000247993036-1-00-146770-6H15-795-000390
At / : / (CLICK HERE TO SELECT)Agribank, Phuc Yen BranchBank of Tokyo Mitsubishi UFJ, Hanoi BranchCITIBANK HanoiVietinbank, Phuc Yen BranchVietcombank, Vinh Phuc BranchMizuho Bank ,Ltd., Hanoi Branch
Account Name / : / Honda Vietnam Company Limited
Tax code / : / 2500150543

And

2. The Contractor

Name of Company / :
Address / :
Representative by / :
Title / :
Tel / : / Fax :
Bank Account No. / :
At / :
Account Name / :
Tax code / :

The Parties hereby agree to sign the Contract for the implementation of the bidding package “" (hereinafter referred to as “Contract”)owned by Honda Vietnam Company Limited with the terms and conditions as follows:

1. Location: Honda Vietnam - Phuc Thang - Phuc Yen - Vinh Phuc

2. Project Schedule

Date of Commencement: ……./……./ 2018

Date of Completion: ……./……./ 2018

3. Contract Price: (In words:, included VAT 10%) , including:

Contract Price before tax: VND

Value Added Tax (10%):VND

Contract Price after tax: VND

The above Contract Price is a lump sum contract price (hereinafter referred to as “Contract Price”)including all relevant taxes and fees, including but not limited to Value Added Tax (VAT), import tax, contractor taxes, and other taxes and fees as stipulated in Article 4 in General Conditions of the Contract. These taxes and fees, if any, shall be calculated and paid in full by the Contractor.

4. Payment of Contract Price

The Owner shall make each time of payment by transferring to the Contractor's bank account in Vietnam dong.

The payment of total Contract Price shall be made on or after the completion of jobs (in whole or in part), testing the quality that meets all the requirements of the Owner; and at least 25 days before the payment due date, the Owner receives the original invoice issued by the Contractor and other necessary documents according to the request of the Owner.

Payment times:Every month, payment shall be made by the Owner in 03 (three) occasions on 2nd, 12th, 23rd day of the month.

The payment process is as follows:

Payment 100% contract value after the Purchaser receives the followings documents:

+ Signed hand over minute.

+ Regular invoice issued by the Seller

+ Seller submits the valid Guarantee Bond with the amount equal to five percent (5%) of total contract price which issued by the the Seller’s Bank for one year (01) of Guarantee period from issue date.

+ Payment proposal documents with value of 100% of contract price (indicate name and no. of Bank’s account).

+ Contract termination with signatures from both Parties.

5. Contract Documents

The Contract documents include the following documents. In case of inconsistency and discrepancy between the documents of the Contract, the documents shall be referred to by the priority order as listed below:

1)EPC Contract (including particular conditions, general conditions and amendations, supplements(if any))

2)Quotation dated (if any)

3)Drawings and specifications, both are prepared by the Contractor and to be approved by the Owner, technical sheets upon request of the Owner agreed by competent agencies in case required by law.

4)Bidding Submission and its amendments

5)Bidding invitation Dossier and its amendments

6)Others (if any)

6. Trial period:

7. The Defects Liability Period12 month

The Defects Liability Period applicable to all works included herewith shall be 12 monthfrom the handover date of the Works to the Owner.

Errors under warranty scope must be repaired, overcome by the Contractor in a reasonable time after receiving of the warranty claim notice from the Owner. In any cases, the repairmen must be started within 07 days after the Contractor receives of the warranty claim notice from the Owner.

8. Performance Guarantee of Contracts

- Guarantee value5 % Contract price

- Time for submitting guarantee certificate: 07 days since the signing date of the Contract

9. Insurance

9.1 The Contractor shall be responsible for purchasing and maintaining necessary insurances until the completion of the Job, namely:

1) Human accident insurance

2) Contractor’s all-risks insurance

All above types of insurance has its value of respectively limited amount which is appropriate and relevant to job scope and construction conditions. This insurance shall indicate the Owner's name as the insurance beneficiary

9.2 The human accident insurance shall only cover all Contractor’s workers and staffs, the Owner shall be responsible for buying and maintaining such kind of insurance for its staff.

10. Penalty for late implementation of Contract: calculated at the rate equivalent to 0.8 % Contract Price for every day of delay but the total penalty should not exceed the maximum penalty permitted by the laws.

11. Penalty for breaching quality and quantity of work of Contractor: penalty level equivalent to 8 % Contract Price.

12. Penalty for late payment of Owner: Contractor is entitled to require the Ownerto pay interest on late payment in accordance with basic interest rate announced by the State Bank at the time of payment corresponding to the period of late payment,

13. Governing Law

This Contract shall be governed and construed in accordance with the laws of Vietnam

14. Language

This Contract is made in Vietnamese and English, if a part or the whole of this Contract is translated into Japanese, and in case of any discrepancy or difference in interpretation between the Japanese and the Vietnamese or the English, the Vietnamese version shall be applied.

15. Validity of Contract

This Contract takes effect from the signing date and terminates its validity when the Project was fully done by the Contractor under this Contract.

For and on behalf of
HONDA VIETNAM COMPANY LIMITED / For and on behalf of
Mr. Toshiyuki Takada
General Manager of Purchasing Unit

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APPLICABLE FROM JUNE 1st2016

GENERAL TERMS & CONDITIONS

OF

EPC CONTRACT

CONTENTS

ARTICLE 1A. DEFINITIONS AND DESCRIPTIONS

ARTICLE 1B. GENERAL PRINCIPLES

ARTICLE 1C. CONTENTS AND SCOPE OF WORKS

ARTICLE 1D. QUALITY AND TECHNICAL REQUIREMENTS

ARTICLE 1E. ADDITIONAL PROVISION

ARTICLE 2. CONSTRUCTION AREA, SITE

ARTICLE 3.COMMITMENTS

ARTICLE 3A. COORDINATION WITH PROJECTS CLOSELY RELATED

ARTICLE 4. DETAILS OF CONTRACT PRICE, TAXES AND FEES

ARTICLE 5. SUBCONTRACTOR

ARTICLE 6. ASSIGNMENT OF RIGHTS AND OBLIGATIONS

ARTICLE 7. PATENT AND OTHER INTELLECTUAL PROPERTY RIGHTS

ARTICLE 8. PERFORMANCE BOND

ARTICLE 10. SUPERINTENDENT

ARTICLE 11. REPORT ON PERFORMANCE OF WORKS

ARTICLE 12. OBJECTIONS OF INDIVIDUALS CONCERNED WITH WORKS

ARTICLE 13. CONSTRUCTION MATERIALS, EQUIPMENT

ARTICLE 14. FURNISHED MATERIALS OR LENT ARTICLES

ARTICLE 15. SUPERVISION PARTY ’S ATTENDANCE, PREPARATION OF WORK RECORD

ARTICLE 16. AMBIGUITY OR DISCREPANCY IN DRAWINGS AND SPECIFICATIONS, CHANGES IN CONDITIONS

ARTICLE 17. WORKS ARE NOT IN COMPLIANCE WITH DRAWINGS OR SPECIFICATIONS

ARTICLE 18. PREVENTION OF DAMAGE

ARTICLE 19. DISPUTE AND DAMAGE TO THIRD PARTY

ARTICLE 20. GENERAL DAMAGE

ARTICLE 21. DAMAGE CAUSED BY FORCE MAJEURE

ARTICLE 21A. FORCE MAJEURE EVENTS

ARTICLE 22. INSURANCE

ARTICLE 23. COMPLETION, INSPECTION

ARTICLE 24. CONDITIONS ON CHECK AND ACCEPTANCE AND HAND-OVER THE WORKS

ARTICLE 25. PARTIAL DELIVERY

ARTICLE 26. PARTIAL USE

ARTICLE 27. REQUEST FOR PAYMENT, PAYMENT, HAND-OVER OF PROJECT

ARTICLE 28. DEFECT LIABILITY

ARTICLE 29. CHANGES IN WORKS, CHANGES IN TIME FOR COMPLETION

ARTICLE 30. ADJUSTMENT OF CONTRACT PRICE

ARTICLE 31. DELAY IN PERFORMANCE, LIQUIDATED DAMAGES AND CONTRACTUAL BREACH PENALTY

ARTICLE 32. OWNER’S RIGHTS TO SUSPEND PROJECT OR TERMINATE THE CONTRACT

ARTICLE 33. NO CORRUPT / BRIBERY CONDUCT

ARTICLE 34. CONTRACTOR’S RIGHTS TO SUSPEND WORKS OR TERMINATE THE CONTRACT

ARTICLE 35. MEASURES TO BE TAKEN UPON DELAY OF CONTRACT

ARTICLE 36. WARRANTY OF THE WORKS

ARTICLE 37. DAMAGE COMPENSATION

ARTICLE 38. SETTLEMENT OF DISPUTE

ARTICLE 39. FINALIZATION AND LIQUIDATION OF THE CONTRACT

ARTICLE 40. NOTICE

ARTICLE 41. MISCELLANEOUS

ARTICLE 1A. DEFINITIONS AND DESCRIPTIONS

The words and terms used herein shall have the meaning as below (unless the context requires another definition):

Ownershall mean Honda Vietnam Company Limited;

Contractor shall mean ;

EPC Contract means a contract for the engineering of, provision of technological equipment to and construction of all works of an investment project

Supervision Party shall mean theOwner or the legal entity hired by the Owner for implementing one or some professional works relating to the performance management of this Contract;

Projector Works orObject of Contractis different names of the Project “”;

Job shall mean works including: the design, getting necessary approval/approving from competent authorities for that design, providing technological equipments, performing construction Works and procedures for the completion of the construction of Works, shall be fulfilled by the Contractor in accordance with the requirements of the Contract and reasonably satisfying the Owner’s requirements, for the final objective that is to provide the Owner with a complete and safety work to efficiently run as described in Article 1C;

Contract shall mean all Contract Documents, as set forth in Articles 5 in Particular conditions of this EPC Contract;

Project Standards shall mean technical specifications, economic-technical norms, orders for fulfillment of works, standards, technical index, and index on natural conditions as mutually agreed by the Parties;

Technical Indications (technical descriptions) shall mean technical norms, standards as set forth for the Work and any amendment or supplement to such standards, technical normsto meetfullythe requirementsof Laws;Technical Indications are the basis for the supervision, construction and acceptance of the construction works. The approved technical indications are a part of invitation for construction bidding, the basis for management, supervision and acceptance for construction works.

Design Dossier shall mean all drawings, calculations, technical descriptions and other documents relating to the Work fulfilled by the Contractor and already approved by the Ownerand competent agencies (if any);

Party shall mean the Owner or the Contractor subjecting to the context;

Both Parties, the Parties shall mean the Owner and the Contractor subjecting to the context;

Acceptance Minutes is the minutes which is issued under Article 24;

Day, Month shall mean calendar day and calendar month;

Working Day shall mean calendar day except for Sundays, public holidays under the provisions of the laws of Vietnam;

Contractor’s Equipment shall mean all equipments and machineries, vehicles and other equipmentwhich are neccessaryfor Contractor to fulfill, complete the works under the Contract and repair mistakes (if any);

Project Item shall mean a main work or a separate main work mentioned in the Contract (if any);

Owner’s Equipment shall mean machineries, equipments whichwere provided to Contractor by Ownerto accomplish the Job;

Force Majeureis defined in Article 21A;

Laws shall mean all legal system of the Socialist Republic of Vietnam and its relevant guiding documents;

Site shall mean the location where the Ownerassigns the Contractor to carry out the Project as well as any other location as mentioned in the Contract;

Change, adjustment shall mean the change, adjustment in the scope of work, Technical Indication, and design drawings, Contract Price or Schedule for Implementation upon the written consent by the Owner

ARTICLE 1B. GENERAL PRINCIPLES

(1)The Owner and the Contractor shall perform their respective obligationssincerely through cooperation, good faith, and equality under the Contract, and the attached design drawings and specifications , the on-site orientation records and the related written answers to the queries (hereinafter collectively referred to as the “Design Documents”) and in accordance with the laws of Viet Nam. The Contract comprises documents stipulated in Particular conditions EPC Contract

(2)The enclosed document of the Contract may include the whole or a part of following contents: Bidding documents, Bidding invitation dossiers, Bid winner announcement; amendments, supplements in written; lists, charts; Performance Guarantee, Bank Guarantee for Advance Payment and other bank guarantees (if any); minutes on contract negotiation; other relevant documents.

In case there is any contradiction between the EPC Contract and enclosed documents of the Contract, the EPC Contract shall prevail.

(3)Any item of Project not mentioned in the Contract but necessary for the completion of the projects, shall be done by the Contractor and shall be deemed to have been included in the provisions of the Project and the Contract Price.

(4)The Contractor shall complete the Project and deliver the Project Items to the Owner in accordance with the Contract, and the Owner shall then complete the payment of the Contract Price to the Contractor.

(5)The Supervision Party shall be responsible for supervising, cooperating and supporting for facilitating the performance of the Contract.

(6)Except for the necessary cases to fulfill the obligations or comply with the provisions of the laws, the Parties must consider the details of this Contract to be confidential and be their own The Contractor shall not disclose any details of the Project to any third party without prior written consent of the Owner.

(7)When fulfilling the Contract, the Contractor and Owner shall have to comply with the current laws of the Socialist Republic of Vietnam. Specifically, as follows:

(a)The Owner has to ensure the conditions for the commencement of the Project in accordance with the provisions of the laws;

(b)The Contractor shall have to inform, pay all taxes, fees, charges and apply for all permits under the provisions of the laws in relation to the Job. The Contractor is obligated to compensate and bear all arising damages due to its failure to comply with the laws instead of the Owner.

ARTICLE 1C. CONTENTS AND SCOPE OF WORKS

The Owner assigns the Contractor to carry out the Job in accordance with the provision of law, including but not limited to theJob stipulated in specific document signed by both Parties.

ARTICLE 1D. QUALITY AND TECHNICAL REQUIREMENTS

General requirements

The Contractor is obligated to fulfill in accordance with the design; ensure the solidity and accuracy of construction structures and installed equipments under the construction norms of Vietnam, the requirements of the Bidding Invitation Dossier and mutual agreement of the Parties, namely:

(1) Requirements with regard to the construction design of the Work:

1. General requirements

The Contractor must be responsible for every operation and result of design activities (including technical design, construction drawing design) of the Work and for the accuracy of these works.

During the technical design and drawing design process, if the Contractor discovers any mistake or difference between the requirements of the Owner, the Contractor shall inform the Owner immediately before carrying out the technical design, drawings design and request the Owner to clarify (if any)

At any moment when the Owner discovers mistake in the design dossier performed by the Contractor, the Owner shall request the Contractor to make the adjustment to meet the requirements of the Owner.

The Contractor shall have to ensure that the technical design, construction drawings design and documents of the Contractor should be in accordance with:

+ The provisions of the laws of the Socialist Republic of Vietnam; and

+ The documents forming the Contract, including the necessary amendments and supplements upon request of the Owner.

1. Norms and standards applied in the design

The technical design, construction drawings design of the Contractor must comply with norms, technical standards and legal system of the Socialist Republic of Vietnam or the Project Standards as agreed upon by the Parties.

1. Requirements with regard to the Design Dossier (or design drawings) of the Contractor

The Design Dossier of the Contractor must include description of the design, spreadsheets,drawings, relevant construction survey documents, construction estimate and construction maintenance process (if any);technical documents as stipulated in the bidding invitation dossier (or requiring dossier) of the Owner and satisfythe Owner’s requirements or suitable to the Owner’s submission to competent authority for approval under the provisions of the laws. Unless otherwisestipulated, the Design Dossier of the Contractor must be complied with the provisions of laws andwritten in the language as stipulated in the Contract.

If, upon request of the Owner or under the provisions of the laws, the Design Dossier of the Contractor is required to submit to the Owner for consideration and approval, such Design Dossier shall be submitted together with the notice as mentioned below. Unless otherwise stipulated in the Owner’s requests, the timing for consideration and approval shall not exceed 30 (thirty) days as from the date of the Owner’s receipt of the proper design dossier of the Contractor. In the meantime, the Owner may inform the Contractor about which contents in the Design Dossier of the Contractor are not suitable to the Contract. If a certain document in the Design Dossier of the Contractor is not suitable to the Contract, the Contractor shall have to amend, supplement and re-submit to the Owner for consideration and approval under this sub-clause and the Contractor shall bear all relevant costs.

With regard to all works whose the design must be approved by the Owner and/or accepted by competent agencies: