Article 1: THE OBJECT OF THE CONTRACT
1.1. The SUBCONTRACTOR undertakes to execute, at its own risk, for the GENERAL CONTRACTOR, the construction works on a site located at: ………….. (the “Site”).
1.2. The scope of the works to be made by the SUBCONTRACTOR under this Contract is defined in Annex 1 to the present Contract, specifying the types of works per item (the “Works”). The Works aim is to ……………
1.3. The SUBCONTRACTOR shall perform the Works in conformity with the technical documentation, provided by the GENERAL CONTRACTOR specified in the Annex no.3 to the present Contract (the “Technical documentation”). The works shall be carried out in strict conformity to the actual dispositions of the applicable legislation, including (but not limited to) applicable Construction Norms and Rules (SNiP), Sanitary Rules and Norms (SanPiN) and norms on fire and labor safety (the “Applicable standards”). To avoid any possible discrepancy, with hereby the parties have agreed that in the event any Applicable standard provides additional (when compared to the Technical documentation) requirements with regards to the Works (such as, but not limited to, provision of additional protection against fire, water or other injurious effect for materials or construction elements, the affixation or installment of which constitutes a part of the Works, etc.) the fulfillment of such additional requirements shall be deemed as a part of the Technical documentation and Works to be performed by the SUBCONTRACTOR.
The SUBCONTRACTOR shall carry out the Works with the technical knowledge, that might be (from a reasonable point of view) expected from a professional. In case it becomes known to the SUBCONTRACTOR that the Technical documentation contains errors, defects or contradictions (either internal or with regards to any of the Applicable standards), it shall inform on such the GENERAL CONTRACTOR. Failure of the SUBCONTRACTOR to fulfill such requirement deprives the SUBCONTRACTOR from any possibility to claim that the results of its Works can not be used for the purposes they are intended due to any fault other than the one of the SUBCONTRACTOR itself.
1.4. All works to be carried out by the SUBCONTRACTOR shall be made within the time frames set under the planning presented in Annex no.2 to the present Contract (the “Planing”). The SUBCONTRACTOR shall comply not only with the time frames for the entire achievement of its Works, but also with the achievement of the intermediary terms set under the Planing.
Article 2: THE PRICE AND THE PAYMENT
2.1. The total price for the realization of the Works has been agreed by the Parties to be of a total amount of ……….., 00 € without VAT (................................ euro) (the “Price”).
2.2. The break down for the Price is shown in Annex no.1 to this Agreement.
2.3. Unles there is a change in the Technical documentation or the GENERAL CONTRACTOR asks the SUBCONTRACTOR to perform additional works (with the common understanding that the fulfillment of additional requirements with regards to the Works set under Applicable standards shall not be regarded as additional works and is deemed to be part of the Works), the Price is steady, not revisable and in conformity with the SUBCONTRACTOR’s offers from……..……...
The VAT is not included and shall be payable in circumstances set under applicable legislation together and on top of the Price (or any part of it).
2.4. The Price shall be paid by the GENERAL CONTRACTOR to the SUBCONTRACTOR by installments in accordance with the schedule set under Annex no.4 to the present Contract, depending on progress of the Works, as confirmed by relevant acts to be drawn in the forms of KS-2, KS-3 and KS-11 (depending on what is applicable) and signed by the GENERAL CONTRACTOR. Each of the payments of each of the installments of the Price shall be made (under condition the SUBCONTRACTOR provides to the GENERAL CONTRACTOR documents referred to in clause 2.5 of the present Contract within the terms set herein) within …….. days from the date of signing of the acts, referred to in this clause above.
For the avoidance of any discrepancy, it has been explicitly agreed by the Parties that the acts referred to in this clause above shall serve for purposes of follow up of the progress in the Works and accounting (and tax) purposes only. However, the risk of accidential loss of the results of the Works (or any part of it) shall remain on the SUBCONTRACTOR until the GENERAL CONTRACTOR accepts the result of the whole of the Works as set under article 14 of this Contract below (the “Final reception”).
2.5. All the payments from the present Contract will be performed by banking transfer, in Russian Rubles, at the exchange rate of the Russian Ruble against the Euro set by the Cenral Bank of the Russian Federation (Bank of Russia) as at the date of payment. The payment will be performed in the conditions contemplated in clause 2.4 of the present Contract, under condition that not later than 3 days after the condition for the payment is satisfied the SUBCONTRACTOR provides the GENERAL CONTRACTOR a proper invoice and VAT-invoice.
2.5. In case of retard regarding the payment, the SUBCONTRACTOR will benefit by the legal rates.
Article 3: THE SUBCONTRACTOR’S ACCEPTANCE
3.1. The Parties have agreed that the SUBCONTRACTOR can subcontract third parties for the performance of all or part of the Works only if the GENERAL CONTRACTOR consents to it in written.
3.2. The SUBCONTRACTOR must indicate to the GENERAL CONTRACTOR the part of the works which is going to be realized by the chosen company and to present to the GENERAL CONTRACTOR, in at least 14 days before the date of the SUBCONTRACTOR’s supposed intervention, the followings:
- a copy of the Certificate of State registration with regards to the company to which the relevant part of Works are to be conferred;
- a copy of the Certificate of Tax registration with regards to the company to which the relevant part of Works are to be conferred;
- an extract from the Single State Registrar of the Legal Entities with regards to the company to which the relevant part of Works are to be conferred (such extract to be issued not later than 1 month before the date it is provided to the GENERAL CONTRACTOR);
- a copy of the Article of Association with regards to the company to which the relevant part of Works are to be conferred;
- copies of the documents certifying that the company to which the relevant part of Works are to be conferred is allowed to carry out such works in accordance with the applicable legislation;
- the Civil Responsibility Insurance, being issued since maximum three months;
- the Certificate concluding to the fact that the company does not have state debts, being issued since maximum three months.
Article 4: HEALTH AND SECURITY IN WORK
4.1. The SUBCONTRACTOR must present before the beginning of any activity on the Site, his own Plan regarding security and safety of health (labor) and also he must inform his subcontractor about this obligation.
4.2. All the safety installations, already existent on the Site at the moment of the SUBCONTRACTOR’s arrival should be let as they are in that moment.
4.3. The SUBCONTRACTOR must take all the prevention and security actions, own for the Works which he will execute and should let unchanged the installations necessary for the security of the other parties of the works that will come after him.
4.4. In case the provision of the electrical power, necessary for the execution of the Works by the SUBCONTRACTOR belongs to the electrical installation of the Site, it should not, under any circumstances, compromise the well operation of the existent installations and he must take into consideration the recommendations from the supplying contract, concluded with the distribution company.
4.5. The SUBCONTRACTOR is responsible regarding the personnel’s security or/and regarding the prevention of the work accidents.
It will be taken into consideration the GENERAL CONTRACTOR’s recommendation, without the decreasing of the SUBCONTRACTOR’s entire responsibility in this field.
Article 5: DOCUMENTS AND PLANS
5.1. For the avoidance of any doubt, with hereby it is declared by the SUBCONTRACTOR that the Technical documentation provided under the present Agreement is clear for him and is sufficient to carry out the Works. Under no circumstances can the SUBCONTRACTOR involve the lack of information, in order to justify the delays or the execution different compared with the contractual documents.
5.2. The SUBCONTRACTOR has as duty the constitution of a technical file (the “Technical file”) containing all the necessary materials related to the performance of its Works under the present Contract, including, but not limited to:
- Works performance book;
- As built drawings;
- Acts on covered-up works signed by the GENERAL CONTRACTOR;
- Certificates on all materials used for the performance of Works, demonstrating that the said materials are (i) conform to the Applicable standards and/or Technical documentation, and (ii) can be used for the purposes they have been used without any prejudice to health, safety or other factors of risks outlined in Applicable standards and/or Technical documentation
- Other documents that (under applicable legislation or the present Contract) shall be made available for put in exploitation of the facility, for which the Works are performed.
5.3. At the end of the Works, at least ___ days before the Final reception, the SUBCONTRACTOR must provide the GENERAL CONTRACTOR the Technical file. If not, he might be charged a penalty of ____ € without VAT / day of delay.
Article 6: GUARANTEES
6.1 From the amounts due to the SUBCONTRACTOR, the GENERAL CONTRACTOR will retain 10% from each installment of the Price of the Works, as they were defined at the Article 2.4 (the “Guaranty retention”).
6.2. The amount of the Guaranty retention shall be kept by the GENERAL CONTRACTOR (without any interest to be accrued for the SUBCONTRACTOR) for the term of 1 (One) year from the date of the Final reception. The GENERAL CONTRACTOR shall be entitled to retain from the Guaranty retention the following:
- the cost of elimination of any defects in the results of the Works the SUBCONTRACTOR failed to cure within 30 (Thirty) days from a GENERAL CONTRACTOR’s notice, requesting to do so;
- any penalty set under the present Contract or under applicable legislation;
- all damages the GENERAL CONTRACTOR suffered due the unproper performance by the SUBCONTRACTOR of its obligations set under the present Contract or arising out of the applicable legislation.
6.3. If the GENERAL CONTRACTOR retains any amount from the Guaranty retention, it shall notify on such the SUBCONTRACTOR in written, specifying the amounts withdrawn and the ground for such action.
6.4. The Guaranty retention (or any sum remaining from it) shall be paid to the SUBCONTRACTOR within 30 (Thirty) days after the lapse of 1 (One) year from the date of the Final reception.
Article 7: ORGANIZATION ON THE SITE
7.1 The SUBCONTRACTOR is responsible of his personnel’s good manner and discipline.
The GENERAL CONTRACTOR can demand the immediate abandonment of the Site by the SUBCONTRACTOR’s personnel, if his behavior causes disorder.
7.2 The SUBCONTRACTOR shall perform its Works as set under article 1 of the present Contract. However the GENERAL CONTRACTOR will have the right to give the SUBCONTRACTOR guidelines and orders with regard to the manner of performance of the Works (the “Orders”). Orders may be given by the GENERAL CONTRACTOR to the SUBCONTRACTOR, inter alia, during meetings on Site. The SUBCONTRACTOR will be informed on the schedule of the meetings on the Site to which it shall be present. In case the SUBCONTRACTOR does not receive this document, he has the obligation to warn immediately the GENERAL CONTRACTOR about this.
Upon each of the meetings on Site the GENERAL CONTRACTOR will draw up and send for the SUBCONTRACTOR’s review relevant minutes.
Orders, contained in the relevant Minutes shall be binding for the SUBCONTRACTOR as long as they are not contested by the SUBCONTRACTOR within the term of 8 (Eight) days from the date they are received by the SUBCONTRACTOR.
Article 8: EQUIPMENTS AND MATERIALS
8.1 The Works shall be carried out with the use of the tools, equipment and materials to be provided for such purposes by the SUBCONTRACTOR. For the avoidance of any doubt, the cost of the said tools, equipment and materials is included in the Price.
The SUBCONTRACTOR is the only responsible regarding the transmission of the orders concerning the equipment and materials necessary for the execution of the Works.
8.2 In order to be able to respect the Planning, the good progress of the Works and their coordination, the GENERAL CONTRACTOR can verify the situation of the SUBCONTRACTOR’s supplies and orders and require eventual necessary measure, without involving any solidarity between the GENERAL CONTRACTOR and the chosen supplying company.
Article 9: MANAGEMENT AND QUALITY ASSURANCE
9.1 The SUBCONTRACOR will conform to the system related to the management of the quality assurance, realized by the GENERAL CONTRACTOR and in the limits of the SUBCONTRACTOR’s Quality Manual.
9.2 The SUBCONTRACTOR is not compliant with the Quality Assurance Plan, deed that could be sanctioned in the same conditions as the ones mentioned bellow at the Art.20 of the present Contract.
Article 10: CLEANING
10.1 During the advancement of the works, the SUBCONTRACTOR is obliged to proceed, on his charge, to the cleaning of the places where he is about to intervene, in a general manner and he should evacuate the debris as well.
10.2 The GENERAL CONTRACTOR could proceed, on SUBCONTRACTOR’s charge, to this cleaning if, at the end of a ___ hours term, the SUBCONTRACTOR does not execute this obligation. The GENERAL CONTRACTOR has the right either to choose a third company with regard to this, or to use his own personnel, for a charge of ___ € without VAT/ hour.
Article 11: THE PROVISIONAL OPERATING AT DRAFT PARAMETERS
11.1 The eventual expenses involved by the activities such as the draft parameters and the guard are evaluated at the most honest price and paid by each company, proportional with the owned part from the work.
Article 12: PERFORATIONS / WALL FIXING/ CONNECTIONS AND JOINTS
12.1 The plugging of the holes, the wall fixing, the plugging of the cavities are all the time the SUBCONTRACTOR’s duty. Those must be performed in conformity with the initial form of the support structure and to be invisible under the painting and plywood.
12.2 In case the SUBCONTRACTOR does not perform properly the obligations set under clause 12.1 of the present Contract, the said Works will be performed at his expense.
Article 13: THE SUPPORTS ACCEPTANCE
13.1 The execution of the works related to the masonry or to other part of the construction involves the acceptance of their initial support as it is. Under no circumstances can be admitted a subsequent claiming.
Article 14: THE FINAL RECEPTION
14.1 The reception of the Works upon their completion shall be made within ….. from the date the GENERAL CONTRACTOR receives a SUBCONTRACTOR’s notice on its readiness to commission the Works. Under condition the SUBCONTRACTOR has duly performed all of its obligations set under the present Contract, the completion of the Works shall be made within the terms set above through signature of a Reception Protocol to be made in a form, substantially conform to the one contained in Annex no.5 to the present Contract.
14.2 In case of reserves from the part of the GENERAL CONTRACTOR, the SUBCONTRACTOR should be given a term of 15 days in order to avert those reserves.
A new finding will be performed at the end of the 15 days term, observing, term in which the reserves must be averted; this procedure of abolishing the reserves will be the object of a Reception Protocol, signed by the PARTIES.
14.3 Only the sign of the Reception Protocol without reserves will be considered the final Reception of the SUBCONTRACTOR’s works.
Article 15: THE SUBCONTRACTOR’S NONFULFILLMENT OF THE OBLIGATIONS
15.1 In case the SUBCONTRACTOR will not execute the undertaken Works or in case because of him it would appear some delays which could compromise the proper progress of the Site, the GENERAL CONTRACTOR will be able either to realize himself the Works or the relevant part of it) or to use a third company, at his choice, at the SUBCONTRACTOR’s expense, the SUBCONTRACTOR still maintaining his contractual obligations.
15.2 On the expiry of a 5 days term from the date of the summons, which could be performed by fax, in case the SUBCONTRACTOR will not execute what he was told, the GENERAL CONTRACTOR will warn him with regard to the intervention in his place.
In case of emergency, the forecasted term can be reduced at ___ hours. The SUBCONTRACTOR will request, in case it will be considered necessary, a contra evaluation of the situation.
15.3 In any case, a reducible penalty of 10% from the value of the Contract will be applied to the SUBCONTRACTOR who does not execute his obligations.
Article 16: THE CONSEQUENCES OF THE DEEDS THAT AFFECT THE DELAYS
16.1 In case of retard in the execution, it could be applied, totally justified considering the GENERAL CONTRACTOR’ rights, a retention for delay. The establishing of these delays can result from the simple comparison between the advancement of the works and the planning or the execution terms mentioned in the Annex no. 2 of the present Contract (Planning). The GENERAL CONTRACTOR will transmit to the SUBCONTRACTOR a written reporting regarding the date when it will begin to be applied the penalties.
For each calendar day, the retention is fixed at …….. € without VAT, beginning with the day when the delay is noticed and limited at ___ % from the value without taxes of the contract.
In any case, the SUBCONTRACTOR must immediately inform the GENERAL CONTRACTOR regarding any deed that might involve a prolongation of the terms because of other external factors; otherwise he could be revoked of his rights.
In case the SUBCONTRACTOR was sanctioned for the delay, but he manages to recuperate the time, without resulting an adjournment of the terms or any supplementary expenses in the cadre of the works, the total value of the applied retentions could be reimbursed, being included in the next situation of work.
If the SUBCONTRACTOR’s delay, although it is about to be recuperated, involves other injury to the GENERAL CONTRACTOR or to others his subcontractors, the SUBCONTRACTOR will bear all the prejudiced consequences, in addition to the already established minimum value of the penalties.
The SUBCONTRACTOR will not be responsible in case of not complying with the term in the following situations:
- natural catastrophe;
- war;
- strikes that has an influence regarding the realization of the works, excepting the strike of the SUBCONTRACTOR’s employees;
- the averse time for the beginning or the progress of the works in conformity with the technology allowed by the GENERAL CONTRACTOR, resulted from the Construction Project and which is confirmed in the Site Notebook;
- the interruption of supplying the electric current and water that takes more than 24 hours;
- the non reception of the GENERAL CONTRACTOR’s full documentation;
16.2 In case the SUBCONTRACTOR will not comply with the Planning, relevant penalties will be deducted from the sums due to the SUBCONTRACTOR.
This penalty is limited at ___ % from the value of the Contract without VAT.
Although, if the prejudice caused to the GENERAL CONTRACTOR, in relation with the present Contract, would be superior to the contractual penalty amount, mention above, the SUBCONTRACTOR will be debtor of the entire injury caused to the GENERAL CONTRACTOR, in the limits of his performances.
16.3 In case of absence or frequent delay at the meetings on the Site, it will be applied penalties, namely:
- Absence: ___ € without VAT / absence
- Delay: ___ € without VAT / delay
16.4 In case the SUBCONTRACTOR will not transmit the documents that can affect the execution of the works and can have consequences regarding the fixed terms of the present Contract, a penalty of 30 € without VAT. The GENERAL CONTRACTOR will send a written notification with the date from which will be applied the penalties.
Article 17: THE CANCELLATIONS
17.1 After the SUBCONTRACTOR’s summons regarding the non fulfillment of one of his contractual obligations and the absence of the execution, the GENERAL CONTRACTOR can notify the SUBCONTRACTOR regarding the cancellation of the Contract and convoke him in order to proceed at the evaluation of the estate of works.
If the GENERAL CONTRACTOR elects to enforce the provisions contained in this clause above, the present Contract shall be deemed as having been terminated unilaterally and without recourse to court on the date the SUBCONTRACTOR receives a relevant notice from the GENERAL CONTRACTOR, with the effect set under clauses 17.1 – 17.4 of the present Contract set below.
17.2 In the SUBCONTRACTOR’s absence, regularly convoked, the GENERL CONTRACTOR proceeds to the establishment of this evaluation, considered such as honest and performed in the presence of the two PARTIES.
17.3 The SUBCONTRACTOR is still responsible by all the financial consequences caused by his guilty non execution.
17.4 In case of the cancellation of the Contract by the GENERAL CONTRACTOR because of the SUBCONTRACTOR, it will be applied to the SUBCONTRACTOR an irreducible penalty of 10% from the value of the Contract without VAT, procedure that is independent by the different sanctions and penalties, forecasted at the previous article of the present Contract.
Article 18: ASSURANCES AND RESPONSIBILITIES
18.1. Before the beginning of any execution, the SUBCONTRACTOR is obliged to justify the fact that he has the following documents:
(i) updated certificates related to his qualification;
(ii) an Insurance Policy for civil responsibility, which covers his activity (being issued since no more than three months before) with a covered limit of responsibility not less than …… and a franchise not exceeding ……..
Article 19: NOTIFICATIONS
19.1. All the notifications related to the present Contract will be written and sent to the other PARTY by recommended letter with receipt confirmation, by fax or by e-mail.
In event of a notice to be sent by fax or e-mail, it shall be considered as having been duly made if it was send by the sending party and received by the addressee (such receipt can be confirmed by a relevant automated message) to one of the following fax numbers or e-mails:
For the GENERAL CONTRACTOR:
Article 20: MODIFICATIONS
20.1. All the modifications to the present Contract will be performed in writing, such as amendments to the present Contract, signed by the two parties, under sanction of nullity.
Article 21: APPLICABLE LAW
21.1. The present Contract is submitted to Russian Law and, in particular, to the Laws exposed in the Civil Law and in the Law of the constructions and it is applied for all the issues unsolved through the present Contract.
Article 22: DISPUTES
22.1. The PARTIES were agreed that all the disputes involved by the interpretation or by the application of the present Contract to be amiably solved.
If it will not be found and amiable solution in a term of 30 days from the presence of the dispute, this will be solved by the …………….
The present Contract was made in two copies, in Russian and English versions, one for each PARTY.
At the same time, any correspondence related to the realization of this Contract, will be made in English or Russian language.
Any correspondence expressed in other language cannot have contractual value.
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