Document title Bidding Document Civil Works

Particular Conditions of Contract

Document short title Civil Works Contract
Status Final
Date 24 November 2014
Project name Bordeaux
Project number 2V1784
Client Heineken Supply Chain Services
Reference 2V1784/C/004/TP4

Drafted by Nguyen Xuan Duong

Checked by Roel Philippa

Date/initials check . .
Approved by Roel Philippa
Date/initials approval . .
CONTENTS

Page
1 CONDITIONS OF CONTRACT 4
1.1 Particular Conditions 4

Project: Bordeaux 2V1784/C/004/TP4

Subject: Civil Works Contract - iii - 24 November 2014
Appendix to Tender

Note: With the exception of the items for which the Employers requirements have been
inserted, the following information must be completed before the Tender is submitted.

Item Sub-Clause Entry

Employers name and address 1.1.2.2 & Cambodia Brewery Limited
1.3 Phoum Robos Angkagne, Sangkat Prek
Eng, Khan Mean Chey, Phnom Penh,
Kingdom of Cambodia

Contractors name and address 1.1.2.3 & <TENDERER TO INSERT NAME AND
1.3 ADDRESS>

Engineers name and address 1.1.2.4 & Haskoning (Cambodia) Limited

1.3 Parkway Square, 2nd floor, #113, Mao
Tse Toung Blvd (St. 245), Sangkat Toul
Svay Prey I, Khan Chamkarmon,
Phnom Penh, Kingdom of Cambodia
roel.philippa@rhdhv.com

Time for Completion of the Works 1.1.3.3 Refer to the main time schedule as
indicated in the Instructions to Bidder

Defects Notification Period 1.1.3.7 365 days

Electronic transmission systems 1.3 E-mail / BOX system

Governing Law 1.4 Laws of the Kingdom of Cambodia

Ruling language 1.4 The English language

Language for communications 1.4 The English language

Time for access to the Site 2.1 Immediately after the Commencement
Date, subject to the Contractors
compliance with Health and Safety
requirements.

Amount of Performance Security 4.2 10% of the Accepted Contract Amount,

in the currency in which the Contract
Price is payable, inclusive of Value
Added Tax (VAT).

Normal working hours 6.5 Any period between sunrise and sunset,
except on a Sunday, statutory holidays
and any construction industry holiday
period.

Project: Bordeaux 2V1784/C/004/TP4

Subject: Civil Works Contract -1- 24 November 2014
Delay damages for the Works 8.7 & 0.2% of the Contract Price per day, in
14.15(b) the currency in which the Contract Price
as defined in Sub-Clause 1.1.4.2.

Maximum amount of Delay 8.7 10% of the Contract Price as defined in

damages Sub-Clause 1.1.4.2

Total advance payment 14.2 10% of the Accepted Contract Amount

against a bank guarantee from the
Contractor.

Number and timing of installments 14.2 See Particular Conditions.

Start and method of repayment of 14.2 Repayment by retaining 10% of the

advance payment relevant amount of each submitted
Interim Payment Certificate.

Percentage of retention 14.3(c) 10% of the relevant amount of each

Interim Payment Certificate.

Limit of Retention Money 14.3(c) 10% of the Accepted Contract Amount.

Minimum amount of Interim 14.6 Not applicable

Payment Certificates

Currency of payment 14.15 As stated in the particular conditions.

Periods for submission of

insurance:
(a) Evidence of insurance 18.1(a) 14 (fourteen) days
(b) Relevant insurance policies 18.1(b) 28 (twenty-eight) days

Maximum amount of deductibles 18.2(d) Employers own risk of EUR 50,000 per
for insurance of the Employers event has to be covered by the
risks Contractor.

Minimum amount of third party 18.3 EUR 5,000,000 per occurrence, with
insurance unlimited number of occurrences.

The DAB shall be substituted 20.2 See Particular Conditions

Project: Bordeaux 2V1784/C/004/TP4

Subject: Civil Works Contract -2- 24 November 2014
 CIVIL CONDITIONS ACCORDING TO FIDIC
FIRST EDITION 1999

PARTICULAR CONDITIONS

PHNOM PENH, <Insert date>

GROUP PURCHASING HEINEKEN SUPPLY CHAIN

Project: Bordeaux 2V1784/C/004/TP4

Subject: Civil Works Contract -3- 24 November 2014
1 CONDITIONS OF CONTRACT

The Conditions of Contract comprise the General Conditions, which form part of the
Conditions of Contract for Building and Engineering Works, First Edition 1999 published
by the Fdration Internationale des Ingnieurs-Conseils (FIDIC) and the following
Particular Conditions, which include amendments and additions to such General
Conditions.

1.1 Particular Conditions

Clause 1 General provisions

Sub-Clause Delete Sub-Clause 1.1.1.4 and substitute:

1.1.1.4
Letter of Tender means the document entitled letter of tender, which
was completed by the Contractor and subsequently approved by the
Employer, and which includes the signed final offer from the
Contractor to the Employer for the Works.

Sub-Clause Delete Sub-Clause 1.1.1.6 and substitute:

1.1.1.6
Drawings means the drawings of the Works, as included in the
Contract, and any additional and modified drawings issued and/or
approved by (or on behalf of) the Employer in accordance with the
Contract.

Sub-Clause Delete Sub-Clause 1.1.1.7 and substitute:

1.1.1.7
Schedules means the document(s) entitled schedules, completed
by the Contractor and approved by (or on behalf of) the Employer, as
included in the Contract. Such document(s) may include the Bill of
Quantities, data, lists, and schedules of rates and/or prices.

Sub-Clause Dates, Tests, Periods and Completion

1.1.3.1
Delete Sub-Clause 1.1.3.1, and substitute:

Base Date means the date 14 days prior to the latest date for
submission of Tender.

Sub-Clause 1.3 Communications

Add to sub-Clause 1.3:
For this project and e-Room, provided by Heineken, will be used. The
contractor will make sure he can fully use this e-Room as specified by
Employers demands.

Project: Bordeaux 2V1784/C/004/TP4

Subject: Civil Works Contract -4- 24 November 2014
Sub-Clause 1.5 Priority of Documents
Amend sub-Clause 1.5 as follows:
The documents forming the Contract are to be taken as mutually
explanatory of one another. For the purposes of interpretation, the
priority of the documents shall be as set out in the Form of Contract
Agreement, Annex A.

Sub-Clause 1.7 Assignment

Delete Sub-Clause 1.7 in its entirety

Sub-Clause 1.8 Care and Supply of Documents

Delete the second paragraph of Sub-Clause 1.8, beginning with:
Each of the Contractors documents etc. and ending with: . six
copies of each of the Contractors documents, and substitute:

Each of the Contractors Documents shall be in the custody and care

of the Contractor, unless and until taken over by the Employer.
Unless otherwise stated in the Contract, the Contractor shall supply to
the Engineer the electronic files and six paper copies of each of the
Contractors documents.

Sub-Clause 1.9 Delayed drawings or Instructions

Delete paragraph 2, 3 and 4 starting with: If the Contractor suffers
and ending with Cost or profit.

Sub-Clause 1.10 Employers Use of Contractors Documents

Delete Sub-Clause 1.10, and substitute:

All copyrights and any all other Intellectual Property rights originating
from the performance of (or on behalf of) the Contractor shall belong
to the Employer and to the extent required be transferred to the
Employer. The Contractor shall have no rights or claim of ownership
to such Intellectual Property Drawings, specifications and its copies
prepared and/or made available to the Contractor may be used only
for the performance of the Contract Agreement and shall be returned
to the Employer. Also, all documents including, but not limited to
information, data, plans, investigation schedules, working papers,
diagnostic models, methodology, reports, specifications or the like
developed or used for such shall be the property of the Employer.

Sub-Clause 1.15 Details to be Confidential

Following additional Sub-Clause is added to Clause 15 Termination
by Employer of the General Conditions:

The Contractor shall treat the details of the Contract as private and
confidential, except to the extent necessary to carry out obligations
under it or to comply with applicable laws. The Contractor shall not
publish, permit to be published, or disclose any particulars of the
Works in any trade or technical paper or elsewhere without the
previous written agreement of the Employer.

Project: Bordeaux 2V1784/C/004/TP4

Subject: Civil Works Contract -5- 24 November 2014
Clause 2 The Employer

Sub-clause 2.1 Right of Access to the Site

Delete: If the Contractor suffers delay ----- etc. till Cost or profit, and
substitute by:

If the Contractor is materially delayed in getting excess to the Site due to

no fault of the Contractor, extension of time if completion is or will be
delayed may be given as stipulated in Sub-Clause 8.4 [Extension of Time
for Completion] provided that a well-motivated request to this end will be
received from the Contractor no later than 24(twenty-four) hours from the
time the event occurred.

Sub-Clause 2.2 Permits, Licenses or Approvals

Delete entire Sub-Clause 2.2

Sub-Clause 2.4 Employers Financial Arrangements

Delete entire Sub-Clause 2.4

Clause 3 The Engineer

Sub-Clause 3.1 Engineers Duties and Authority

At the end of Sub-Clause 3.1, add:

The Employers specific approval is required in case of substantial

alterations to the design or the Works. If the Contractor submits alternative
designs, these designs will be evaluated. A decision, opinion, consent,
rejection or approval will be given within 21 (twenty-one) days from receipt
of the alternative proposed.

The Engineer shall not give instructions that are likely to change the cost of
the Works without the prior approval of the Employer.

Sub-Clause 3.2 Delegation by the Engineer

Add new paragraph to be added at the bottom of Sub-Clause 3.2 dealing
with Emergency Powers of the Engineer:

Notwithstanding the provisions of this Sub-Clause 3.2. above, if in the

opinion of the Engineers an emergency occurs affecting the safety of life or
of the Works or of adjoining property, the Engineer may direct the
Contractor to carry out all such work or do all such things as may be
necessary in the opinion of the Engineers Representative to abate or to
reduce the risk. The Contractor shall forthwith comply without appealing to
any such direction of the Engineers. The Engineer shall determine the
amount (if any) of extra payment to which the Contractor may be entitled in
accordance with the Contract in respect of work done in accordance with
the provisions of this Sub-Clause.

Project: Bordeaux 2V1784/C/004/TP4

Subject: Civil Works Contract -6- 24 November 2014
Sub-Clause 3.3 Instructions of the Engineer
Delete the part of this Sub-Clause beginning with the words: The
Contractor shall comply .. and ending with: . the confirmation shall
constitute the written instruction of the Engineer or delegated assistant (as
the case may be), and substitute:

Whenever practical, these instructions shall be given in writing, or oral

instructions shall be confirmed in writing within 2 (two) working days, failing
which the Contractor shall issue to the Engineer, within 4 (four) working
days after the day of issue of the verbal instruction by the Engineer, a
written confirmation of the instruction. In case the Engineer does not reply
by issuing a written rejection and/or instruction within 2 (two) working days
after receiving this confirmation, then the confirmation shall constitute the
written instruction of the Engineer or delegated assistant (as the case may
be) to the Contractor.
The Contractor shall notify the Engineer as soon as possible but not later
than 2 (two) working days after receipt of an instruction, if such an
instruction in his opinion constitutes a Variation. The Contractor shall give
the Engineer at the same time a provisional estimate of the expected Cost
of such Variation and advice the Engineer regarding any implications to the
time schedules.

Clause 4 The Contractor

Sub-Clause 4.1 Contractors General Obligations

Part (d). Delete the last sentence, beginning with the words: Such part
shall not etc. and ending with the words have been submitted
to the Engineer, and substitute:

Unless otherwise agreed between the Engineer and the Contractor, such
part shall not be considered to be completed for the purposes of taking
over under Sub-Clause 10.1 [Taking Over of the Works and Sections] until
these documents and manuals have been submitted to the Engineer.

At the end of Sub-Clause 4.1, add:

The Contractor shall be responsible for obtaining, co-coordinating and

paying for all approvals and permissions related to his own and his
Subcontractors works and shall provide these to the Employer upon
completion of the Works. The Contractor shall collate and obtain all
necessary documentation for the Employer and fulfil all the statutory
obligations of a Contractor in respect of norms, rules and regulations of the
law of the country where the Works are executed, with due regard to the
Governing law.

Sub-Clause 4.2 Performance Security

The period of 28 (twenty-eight) days stated in the second paragraph of this
Sub-Clause has been amended to 14 (fourteen) days.

At the end of the second paragraph of Sub-Clause 4.2, insert:

Project: Bordeaux 2V1784/C/004/TP4

Subject: Civil Works Contract -7- 24 November 2014
 If the Performance Security is in the form of a bank guarantee, it shall be in
accordance with Annex B of these Conditions of Contract and issued either
(a) by a bank of repute located in the Country, or (b) directly by a foreign
bank of repute. Such bank shall be acceptable to the Employer.

Sub-Clause 4.3 Contractors Representative

Add to Sub-Clause 4.3:

The Contractors authorized Representative shall be a fluent English

speaker, able to communicate with the Engineers representative.

Sub-Clause 4.8 Safety Procedures

Delete the words: The Contractor shall:, and substitute: Irrespective of
the requirements of the Specification concerning Health, Safety and
Environment (HSE) aspects, the Contractor shall in all respects:

Sub-clause 4.12 Unforeseeable Physical Conditions

Delete from If and to the extent until any such evidence.

Sub-clause 4.19 Electricity, Water and Gas

Add to Sub-Clause 4.19:
The Employer shall arrange for the provision of water to the Site. The
Contractor shall be responsible for tie-in to these supply-points and for all
pipes, valves and the like at the Site. The Contractor shall also pay for the
consumption of water at the applicable rates.

The Employer shall not provide electricity and a connection to natural gas
at the Site.

Sub-Clause 4.20 Employers Equipment and Free-Issue Material

Substitute existing text by:
For the proper installation of Free-Issue Material supplied by the Employer,
the Employer will provide at no cost to the Contractor a specialist
supervisor at Site to support and assist the Contractor for a limited period
of time with the installation of specific Free-Issue Material.

Sub-Clause 4.21 Progress Reports

Add the following item (i):

(i) list of instructions described in Sub-Clause 3.3 [Instructions of the

Engineer], together with notifications from the Contractor (if any)
concerning claims for Variations

Sub-Clause 4.22 Security of the Site

Add to Sub-Clause 4.22:

The Contractor shall be entirely responsible for the security of his own and
his Subcontractors Works, stores, materials, equipment, personnel, and
the like.

Project: Bordeaux 2V1784/C/004/TP4

Subject: Civil Works Contract -8- 24 November 2014
Clause 6 Staff and Labour

Sub-clause 6.4 Labour laws

Insert at the end of Sub-Clause 6.4:

The Contractor shall ensure that at all times his own staff and his
Subcontractors staff are in possession of visas and/or work permits valid
for the country in which the works are being carried out. All delays or
additional costs attributable to late or unapproved visa and/or work permit
applications will be borne by the Contractor.

Either the Employer or the Engineer shall offer no visa support in relation to
the Contractors staff or that of his Subcontractors.

Sub-Clause 6.5 Working Hours

Add at the end of Sub-Clause 6.5:

The Contractor shall comply with the requirements for Working in Overtime
as stipulated in the Contract.

Sub-Clause 6.7 Health and Safety

Delete the first sentence of Sub-clause 6.7, beginning with the words: The
Contractor shall and ending with the words: . the Contractors
Personnel, and substitute:

The Contractor shall in all respects comply with the requirements of the
Specification concerning Health and Safety, and shall at all times take all
reasonable precautions to maintain the health and safety of the
Contractors personnel.

Insert at the end of Sub-Clause 6.7:

The Contractor shall take due precautions at his own cost to ensure the
safety of his staff and labour and the staff and labour of his Subcontractors,
in cooperation with and subject to the approval of the local health and
safety authorities, to ensure that adequate first aid/medical equipment and
trained personnel are available at Site at all times throughout the period of
the Contract and that suitable arrangements are made for all necessary
welfare and hygienic requirements.

The Contractor shall ensure full compliance with the laws and regulations
where the project is executed, with due regard to the law that governs the
agreement as well as with regard to occupational, health, safety and
environmental legislation at all times.

Sub-clause 6.8 Contractors Superintendence

Insert at the end of Sub-Clause 6.8:

A reasonable proportion of the Contractors superintending staff shall have,

as a minimum, working knowledge of the English language.

Project: Bordeaux 2V1784/C/004/TP4

Subject: Civil Works Contract -9- 24 November 2014
Clause 8 Commencement, Delays and Suspension

Sub-Clause 8.2 Time for Completion

At the end of Sub-Clause 8.2, add:

The time for Completion for the purpose of release of Retention Money and
release of the Performance Certificate, for Taking Over and for the
commencement of the Defects Notification Period shall be the date of
signing of the Taking-Over Certificate.

Sub-Clause 8.3 Programme

Delete item (d) and substitute:

(d) (i) a description, where appropriate with drawings and/or diagrams, of

the methods which the Contractor intends to adopt for the
execution of the Works.
(ii) description of the major stages of execution of the Works.
(iii) details showing the Contractors reasonable estimate of the
number of each class of Contractors Personnel.
(iv) information about facilities or stages of the Works during which the
Contractor intends to work beyond normal working hours.
(v) Details of each type of Contractors equipment required on Site for
each major stage of the Works.

Sub-Clause 8.4 Extension of Time for Completion

Delete Sub-Clause 8.4 and substitute with:

Upon it becoming reasonably apparent that the progress of the Works is

delayed the Contractor shall forthwith give written notice of the cause of
delay to the Engineer and if in the opinion of the Engineer the completion of
the Works is likely to be or has been delayed beyond the agreed dates;

a) by force majeure, including hostilities, acts of terrorism, acts of

God, strike, insurrection, exceptionally inclement weather, or
b) by reason of Engineers instructions, or
c) by reason of the opening up for inspection of any work covered up
or of the testing of any of the work, materials or goods (including
making good in consequence of such opening or testing), unless
the inspection or test showed that the work, materials or goods
were not in accordance with the Content, or
d) by reason of delay, impediment or prevention by the Employer, or
e) by the Contractor encountering physical obstruction or by any
mistake in the Employers soil investigation report which could not
have been foreseen by an experienced contractor,

Then the Engineer shall, with the full consent of the Employer as soon as
he is able, make a fair estimate of the length of the delay and he shall
subsequently notify the Contractor in writing about a fair and reasonable
extension of time beyond Time for Completion of the Works. Provided

Project: Bordeaux 2V1784/C/004/TP4

Subject: Civil Works Contract - 10 - 24 November 2014
 always that the Contractor shall use constantly his best endeavours to
prevent delay and shall do all actions that may be reasonably required to
the satisfaction of the Engineer to proceed with the Works and to minimise
time delays.

Sub-Clauses 8.5, Delays Caused by Authorities, Consequences of suspension,

8.9 , 8.10 Payment for Plant and materials in Event of Suspension and
and 8.11 Prolonged Suspension
Delete Sub-Clauses 8.5, 8.9, 8.10 and 8.11

Sub Clause 8.7 Delay Damages

Delete the last paragraph starting with These delay damagesetc.

Clause 9 Tests on Completion

Sub Clause 9.2 Delayed Tests

Delete the second and third paragraph of Sub-Clause 9.2 and substitute
with:

If the Tests on Completion are being unduly delayed by the Contractor, the
Engineer may by notice require the Contractor to carry out the Tests within
10 (ten) days after receiving the notice, unless the Engineer would be
provided with valid reasons to allow the Contractor a longer period than 10
(ten) days.

The Contractor shall carry out the Tests on such day or days within that
period as the Contractor may fix and of which he shall give timely notice to
the Engineer.

If the Contractor fails to carry out the Tests on Completion within the period
of 10 (ten) days (or such other period as the Engineer may have agreed
to), the Employers Personnel may proceed with the Tests at the risk and
cost of the Contractor. The Tests on Completion shall then be deemed to
have been carried out in the presence of the Contractor and the results of
the Tests shall be accepted as accurate.

Clause 10 Employers Taking Over

Sub Clause 10.2 Taking Over of Parts of the Works

Delete the last paragraph of this Sub-clause, starting with: If a Taking-Over
Certificate has been issued.. and ending with: .. and shall not affect
the maximum amount of these damages.

Sub-Clause 10.3 Interference with Tests on Completion

Delete the first paragraph of this Sub-Clause and substitute with:

If the Contractor is prevented, for more than 21 (twenty-one) days, from

carrying out the Tests on Completion by a cause for which the Employer is
solely responsible, the Employer shall be deemed to have taken over the

Project: Bordeaux 2V1784/C/004/TP4

Subject: Civil Works Contract - 11 - 24 November 2014
 Works or Section (as the case may be) on the date when the Tests on
Completion would otherwise have been completed.

Clause 12 Measurement and Evaluation

Sub-Clause 12.1 Works to be Measured

Delete the first sentence: The Works shall be measured and valued for
payment, in accordance with this Clause and substitute with:

Measurement of quantities in accordance with this Clause will be

applicable only to Variations. The Contract Price defined in Sub-Clause
14.1 [The Contract Price} is a fixed lump sum amount which shall not be
adjusted for any reason, other than what is stated in the Contract
Agreement.

Sub-Clause 12.3 Evaluation

Sub-Clause 12.3 has been deleted.

Sub-Clause 12.4 Omissions

Sub-Clause 12.4 has been omitted.

Clause 13 Variations and Adjustments

Sub-Clause 13.7 Adjustments for Changes in Legislation

Delete Sub-Clause 13.7

Sub-Clause 13.8 Adjustments for Changes in Cost

Delete Sub-Clause 13.8, and substitute:

The Contract Price shall not be subject to any adjustment in respect of an

increase or decrease in the cost of labour, material, plant, equipment or any
other matter affecting the cost of execution of the Works.

Claims and Extension of Time

Within 24 (twenty four) hours after any occurrence that the Contractor
believes justifies any compensation and/or extension of time or any other
claim, the Contractor shall notify the Engineer thereof in writing.

Within 7 (seven) days of the notice referred to above, the Contractor shall
deliver to the Engineer a written submission which shall set out in detail the
occurrence and cause and effect thereof and shall include all relevant
supporting documentation which shall specify in detail:

(i) the monetary value of any additional claim as well as the

calculation thereof; and
(ii) the time impact which the occurrence has or may have on the
Contract.

If the Contractor fails in any way to comply with the aforementioned, the

Project: Bordeaux 2V1784/C/004/TP4

Subject: Civil Works Contract - 12 - 24 November 2014
 Contractor waives all its claims and rights that he may have under this
clause 13.8. The Contract shall only be adjusted after the Engineer has
agreed in writing thereto.

Clause 14 Contract Price and Payment

Sub-Clause 14.1 The Contract Price

At the end of Sub-Clause 14.1, add:

The Contract price shall be a fixed lump sum price in US Dollars. Any
fluctuations in exchange rates between the Contract currency and
currencies used by the Contractor shall be at the exclusive risk and for the
sole expense of the Contractor.

Sub-Clause 14.2 Advance Payment

Delete Sub-Clause 14.2, and substitute:

Within 28 (twenty-eight) days from the date of the Letter of Acceptance the
Contractor shall submit to the Employer an Advance Payment Guarantee
from an approved bank in the sum of 10% of the Contract Price. The
guarantee shall be in a form in accordance with Annex C of these
Conditions of Contract and approved by the Employer.

Sub-Clause 14.7 Payment

Add to Sub-Clause 14.7 Clarification of the Payment Schedule (for
information only)

First payment: Advance Payment

10% of the Accepted Contract Amount against a receipt of an Advance
Payment Guarantee and Performance Security (Performance Bond)

Subsequent payments
These payments shall be equal to the agreed value of the progress of the
Works minus:
10% Retention Money, and payback of the Advance Payment.
Once the payback of the Advance Payment is completed, the payment will
be equal to the value of the progress of the Works minus 10% Retention
Money.

Payment of the retention

The Retention Money will only be paid to the Contractor:
after signing the Taking Over Certificate (50%); and
after the expiry date of the Defects Notification Period (50%).

Sub-Clause 14.8 Delayed Payment

Delete Sub-Clause 14.8

Project: Bordeaux 2V1784/C/004/TP4

Subject: Civil Works Contract - 13 - 24 November 2014
Sub-Clause 14.9 Payment of Retention Money
First paragraph: Delete the sentences beginning with: If Taking Over
Certificate is issued and ending with by the estimated final Contract
Price.

Second paragraph: Delete the sentence beginning with: If a Taking-Over

Certificate was issued for a Section and ending with of the Section
by the estimated final Contract Price.

Sub-Clause 14.14 Cessation of Employers Liability

Delete Sub-Clause 14.14

Sub-Clause 14.15 Currencies of Payment

Delete Sub-Clause 14.15, and substitute:

The currency of the account shall be in US Dollar. All payments made

under the Contract shall be made in US Dollar.

Clause 16 Suspension and Termination by Contractor

Delete Clause 16.

Clause 17 Risk and Responsibility

Sub-Clause 17.1 Indemnities

Delete Sub-Clause 17.1, and substitute:
Each of the parties hereto indemnifies the other party against all damages
due to an event that is at his risk or due to that parties negligence, either
contractually or delictually. The liability of each of the parties to indemnify
the other party will be reduced proportionally if the event at the other partys
risk or negligence contributed to the damages.
Without limitation to the total liability and responsibility of the Contractor as
set forth in the terms and conditions of the Contract Agreement, the
Contractor shall insure himself to cover his liabilities and responsibilities
under the terms of the Contract Agreement.

Sub-Clause 17.5 Intellectual and Industrial Property Rights

Delete Sub-Clause 17.5, and substitute:

Intellectual property rights vesting with the Contractor or relating to the

accompanying documentation, for such the Employer is granted the right to
use, free of charge, a non-exclusive, world-wide, perpetual license. All
intellectual property rights resulting as a consequence of the performance
of the Contract Agreement by the Contractor, his personnel or third parties
whose services the Contractor has engaged for the execution of the
Contract Agreement shall vest in the Employer. If the Employer requests,
the Contractor shall take all actions necessary to obtain and secure such
rights. All documents including information, data, plans, investigation
schedules, working papers, diagnostic models, methodology, reports,
specifications or the like developed or used for such shall be the property of

Project: Bordeaux 2V1784/C/004/TP4

Subject: Civil Works Contract - 14 - 24 November 2014
 Employer.

The Contractor indemnifies the Employer against any action by third parties
based on the assertion that (one) of the products and/or items of software
delivered by the Contractor constitutes an infringement of any patent,
copyright, database right, drawing or model right, trade secret or property
right belonging to any third party. The Contractor shall be liable for full
reimbursement of all costs and damages that the Employer or any
Heineken affiliated company might incur as a result of claims by third
parties based on any right referred to above.

Clause 18 Insurance

Sub-Clause 18.1 General Requirements for Insurances

Add the following Sub-Clause:
1. Without prejudice to the liability of the Contractor either by this Contract
and/or at law, Heineken NV and/or its subsidiaries shall take out a CAR
(Construction All Risks) insurance with an insured amount equivalent to
the Contract Price. This insurance shall cover the interests of the
Contractor. No rights can be obtained by the Contractor under this Sub-
Clause, other than the rights resulting from the CAR policy wording.

2. The CAR policy provides coverage for:

- Material damage to the Works
- Damage to existing property of the Employer.

Notwithstanding the remaining definitions the policy does not cover :

a) loss or damage to Contractors equipment, plant, sheds and tools.
b) claims in respect of business interruption or time lost.

3. The applicable deductibles, respectively EUR 50,000 per event and

<CURRENCY AND AMOUNT> during testing on stream, as well as any
loss or damage not covered by the CAR insurance will be for the
account of the Contractor.

4. The CAR policy is available for inspection at the office of the Employer.
The Contractor shall be deemed to have full knowledge of this policy.
The Contractor and parties employed by him shall fulfil the obligations
resulting from the policy and shall co-operate in the handling of claims.
The Contractor is further liable for the loss that the Employer sustains
as a result of poor or non-fulfilment of the policy obligations.

5. The Contractor shall, on his own account, take out an insurance

covering liability for personal injury and/or physical loss, including
consequential losses, resulting from the work and/or the use of
Contractors equipment. The limit of this insurance shall be at least
EUR 5,000,000 per event. The policy shall be made available to the
Employer on his first request. However, the liability of the Contractor
will not be restricted to limits, conditions and exclusions of the policy.

Project: Bordeaux 2V1784/C/004/TP4

Subject: Civil Works Contract - 15 - 24 November 2014
 In case of discrepancies between the CAR Policies and clauses 18.1, 18.2
and 18.3 the CAR policies shall prevail.

Sub-Clause 18.3 Insurance against Injury to Persons and Damage to Property

Delete item (d) (iii) and substitute:

(d) (iii) a cause listed in Sub-Clause 17.3 [Employers Risks], however, in

the event that cover is available only at commercially unreasonably
terms, the Contractor shall notify the Employer accordingly in his
Tender.

Clause 20 Claim, Dispute and Arbitration

Sub-Clause 20.1 Contractors Claims

First and second paragraphs:
The period of 28 (twenty-eight) days of notice after an event, as stated in
the first and second paragraph of this Sub-clause, has been amended to
read 10 (ten) days.

Fifth paragraph:
Delete the words: Within 42 (forty-two) days after the Contractor became
aware (or should have become aware) of. and substitute:

Within 28 (twenty-eight) days after the Contractor became aware (or

should have become aware) of ..

Item (c) : The following sentence has been added to item (c): The final
claimed amount shall not exceed the amount of the fully detailed claim
referred to in the fifth paragraph of this Sub-Clause by more than 15%.

Sub-Clause 20.2 Appointment of the Dispute Adjucation Board

Delete sub-clause 20.2

Sub-Clause 20.3 Failure to Agree Dispute Adjudication Board

Delete sub-clause 20.3

Sub-Clause 20.4 Obtaining Dispute Adjudication Boards Decision

Delete sub-clause 20.4

Sub-Clause 20.5 Amicable Settlement

Delete the words: Where notice of dissatisfaction has been given under
Sub-clause 20.4 above,

Sub-Clause 20.6 Arbitration

Delete Sub-clause 20.6 in its entirety and substitute with:

Unless settled amicably, any dispute shall be finally settled by international

arbitration. Unless otherwise agreed by both Parties:

(a) the dispute shall be finally settled under the Rules of Arbitration of

Project: Bordeaux 2V1784/C/004/TP4

Subject: Civil Works Contract - 16 - 24 November 2014
 the International Chamber of Commerce,
(b) the dispute shall be settled by three arbitrators appointed in
accordance with these Rules, and
(c) the arbitration shall be conducted in the language for
communications defined in Sub-Clause 1.4 [Law and Language].

The arbitrator(s) shall have full power to open up, review and revise any
certificate, determination, instruction, opinion or valuation of the Engineer,
relevant to the dispute. Nothing shall disqualify the Engineer from being
called as a witness and giving evidence before the arbitrator(s) on any
matter whatsoever relevant to the dispute.

Neither Party shall be limited in the proceedings before the arbitrator(s) to

the reasons for dissatisfaction given in its notice of dissatisfaction.

Arbitration may be commenced prior to or after completion of the Works.

The obligations of the Parties and the Engineer shall not be altered by
reason of the arbitration being conducted during the progress of the
Works.

=o=o=o=

Project: Bordeaux 2V1784/C/004/TP4

Subject: Civil Works Contract - 17 - 24 November 2014