The document outlines various clauses related to contract suspension, termination, variations, notices, payments, and safety for a construction project. Key points include: - The company can suspend the contractor's work at any time for any reason by written notice specifying parts of work suspended and effective date. - The contractor can suspend work if undisputed invoices are unpaid for over 45 days after providing notices. - The company can terminate for convenience without payment or compensation to the contractor. - The contractor must follow safety and health laws and prepare a safety plan for company approval.

1. CLAUSES OF CONTRACT
Presented by
G.Karuppasamy Karthickeyan

2. Company's Right to Suspend
• The Company may, by written notice to the Contractor, order the Contractor to
suspend its performance of the Works at any time and for any reason whatsoever
• Such notice shall specify
 which parts of the Works are to be so suspended
 the effective date
 reasons for such suspension
SUSPENSION

3. RESUMPTION OF WORKS
Upon receipt of notice from the Company to resume the suspended
Works, the Contractor shall as promptly as practicable resume Works to
the extent required in the notice.
Any claim on the part of the Contractor for any Variation shall be made
in accordance with Clause 15 save that the Contractor shall have no
entitlement to a Variation where any suspension is as a result of any act
or omission of the Contractor.

4. CONTRACTOR'S RIGHT TO SUSPEND
If the Company has not paid any undisputed invoice within the time specified in
Clause 11.5, and the Contractor has issued
• A notice to the Company stating that such invoice has not been paid within a
period of fifteen Days of the date by which payment was due.
• Then again the same notice within 30 days of payment due
• Forty-five Days after the date by which payment was due under the invoice
• Fifteen Days after the second notice was received by the Company

5. Notice of Termination for Convenience
• The Company may terminate the whole of this Construction Contract or part of the
Works at any time at its convenience in accordance with this Clause 17. Any such
termination shall be effected by delivery to the Contractor of a notice of termination
specifying the termination of this Construction Contract or the extent of the Works
that are terminated and the date upon which such termination becomes effective.
• The Contractor shall not be entitled to any payment or compensation in respect of the
termination of the whole of this Construction Contract or the terminated portion of the
Works.
TERMINATION FOR CONVENIENCE

6. Contractor's Obligations upon Termination for Convenience
Upon receipt of any notice delivered by the Company under Clause 17.1, the
Contractor shall do the following things
• Immediately discontinue work on the date and to the extent specified in the notice
• Demobilize and remove from the Site all other construction equipment related to the
Works such as goods, equipment,materials, data, drawings, specifications, designs,
licenses construction equipment, materials, tools, and property furnished by the
Contractor
• co-operate with the Company in the transfer of data, designs, licences and
information and disposition of work in progress so as to mitigate the amount to be
paid by the Company
• co-operate with the Company in the transfer of data, designs, licences and
information and disposition of work in progress so as to mitigate the amount to be
paid by the Company

7. COMPANY'S REPRESENTATIVE'S DUTIES AND AUTHORITY
The Company shall, within fourteen Days of the Effective Date, notify the
Contractor of the name and particulars of the individual that the Company has
appointed as the Company's Representative.
The Company's Representative shall carry out the duties specified for him or her in
this Construction Contract. The Company's Representative may exercise such
authority only as specified in this Construction Contract. The Company may replace
the individual appointed as the Company's Representative at any time and at its sole
discretion upon written notice to the Contractor

8. SITE ACCESS
The Contractor acknowledges and agrees that during the performance of the Works
EMAL will operate the Existing Smelter Complex
• The Company and EMAL require that any disruptions to the operation of the
Existing Smelter Complex and New Operational Facilities resulting from the
Works are kept to a minimum. In order to ensure such result, all access to Access
Work Areas required by the Contractor is to be controlled by the Company and/or
EMAL and/or the EPCM Contractor (as applicable), who shall from time to time
issue to the Contractor access permits

9. As soon as practicable after receipt of a Variation Proposal, the Company shall
either:
• accept such Variation Proposal and all required adjustments detailed in it
• respond with a written notice of the Company’s rejection of all or part of such
Variation Proposal.
Immediately upon receipt of the Company’s acceptance of a Variation Proposal
pursuant to Clause 15.2(d), the Contractor shall commence carrying out the
associated Variation.
COMPANY VARIATION ORDER REQUEST

10. • The Company may at any time instruct the Contractor to immediately commence
carrying out a Variation. If the Company has rejected all or part of a Variation
Proposal and the Company has notwithstanding such rejection instructed the
Contractor to commence carrying out the associated Variation
• If the Contractor is not happy with the variation he shall comply with such
instruction and the disputed parts of the Variation Proposal shall be determined in
accordance with Clause 25

11. VARIATIONS
The Contractor shall not carry out any Variation unless
• it is an Approved Variation specifically instructed to do so by the Company in
accordance with Clause 15.2(f) or Clause 15.3(f).
• The Contractor shall not be or become entitled to additional payment for any
addition, deletion, alteration or modification to the Works or to any adjustment to
the Milestones, the Guaranteed Completion Dates and/or the Contract Price unless
such adjustment is reflected in an Approved Variation

12. CONTRACTOR EVENTS OF DEFAULT
The Company may terminate the whole of this Construction Contract or part of the
Works in any one of the following circumstances
• If the Contractor fails to perform the Works in accordance with this Construction
Contract
• If the Contractor is in breach of any of its obligations, warranties or
representations under this Construction Contract;
• If the Contractor fails to make progress in the performance of the Works so as to
endanger performance of this Construction Contract in accordance with the
Programme.
• If the Contractor fails to provide or maintain the Performance Bond or the Parent
Company Guarantee

13. LIABILITIES AND INDEMNITIES
The following terms shall have the stated meaning:
• Company Indemnified Parties shall mean the Company and its Affiliates, any
Company Contractor, and each of their respective officers, directors, employees,
agents and representatives.Party shall mean any one of these persons.
• Contractor Indemnified Parties shall mean the Contractor and its affiliates, any
Subcontractor, and each of their respective officers, directors employees, agents
and representatives shall mean any one of these persons

14. CONFIDENTIALITY OBLIGATION
Subject to this Clause 26, each Party shall keep confidential and shall not, without
the written consent of the other Party, divulge to any Third Party the terms and
conditions of this Construction Contract, or any Documents or other information
furnished directly or indirectly by the other Party in connection with this
Construction Contract irrespective of whether such information has been furnished
prior to the Effective Date or at any time.

15. WARRANTY
The Works and Facilities shall be
• Free from defects in title, design, materials or workmanship
• Be designed and fit for the purposes set forth in the Specification Package
• Conform to all specifications and all applicable codes and standards
• Conform in all respects to the terms and conditions of this Construction Contract
• Comply with all Applicable Laws
• Be new and of recent manufacture and of good quality, normal fair wear and tear
excepted

16. DEFECTS LIABILITY PERIODS
Defects Liability Period is nothing but the period of twelve Months from the date
of Industrial Completion for the entirety of the Works as evidenced by issuance of
an Industrial Completion Certificate
Any Defective Works repaired, replaced, reperformed or otherwise remedied shall
be re-warranted (on the basis of the same warranties in Clause 9.1) until the later of
the end of the Defects Liability Period for a further twelve months from the date of
completion of such repair, replacement, reperformance and/or remedy.

17. If there is any dispute, controversy or claim between the Parties arising out of
relating to, or connected with this Construction Contract the Party asserting the
Dispute shall first submit to a committee consisting of a senior officer of each Party
a statement setting forth
• A succinct summary of the issue in Dispute
• Why such Party believes it is a proper subject for resolution by the Dispute
Committee
• A proposed remedy for such Dispute
Ten Days thereafter, the Dispute Committee shall meet in person or by telephone to
discuss and resolve the issue
DISPUTES AND ARBITRATION

18. TECHNICAL COMMITTEE
• If the Contractor and the Company fail to settle the Dispute within the forty Day
period but the Dispute is agreed by them in writing to be a technical matter it shall
be referred to a technical committee of three specialists.One specialist shall be
nominated by each Party to the Dispute.
• Those two specialists shall jointly nominate a third specialist but if they are unable
to agree on any such joint nomination within thirty (30) Days the third specialist
shall be nominated by the President for the time being of the ICC International
Centre for Expertise. The Technical Committee must settle the Dispute within
forty Days of its formation
• The decision of the majority of this Technical Committee shall be final and
binding on the Parties to the Dispute

19. RULES
The following principles shall apply in any arbitration under this Construction
Contract, unless the Parties unanimously agree otherwise in writing
• All Disputes arising out of, or in connection with, this Construction Contract shall
be finally settled by binding arbitration under the Rules of the LCIA by three
arbitrators Party shall nominate one arbitrator in accordance with the said Rules
and the third will be nominated by the agreement of the two arbitrators so
nominated within thirty Days of the nomination of the second arbitration in time
• The arbitration proceedings shall be conducted in the English language and the
arbitrators shall be fluent in the English language
• The seat of arbitration shall be London, with the venue being Abu Dhabi

20. CONDITIONS OF FINAL COMPLETION
Final Completion shall occur on the date when all of the following conditions have
been satisfied:
• the Defects Liability Period has expired
• the Contractor has completed all the Works required by this Construction Contract
(including those pursuant to Clause 9 and all Punch-List Items)
• there are no outstanding claims or Disputes between the Parties

21. FINAL COMPLETION CERTIFICATE
The Contractor may apply by notice to the Company for the issuance of the Final
Completion Certificate and the Company shall within sixty Days, either:
• Issue the Final Completion Certificate to the Contractor dated as of the date on
which the last of the conditions of Clause 8.7 have been satisfied; or
• Reject the application, giving its reasons and specifying, if applicable, which of the
conditions of Clause 8.7 remain to be satisfied, in which case the Contractor shall
then complete such Works as may be required in order to satisfy the conditions of
Clause 8.7 before making a further application under this Clause 8.8 for the issuance
of the Final Completion Certificate

22. CONDITIONS OF INDUSTRIAL COMPLETION
Industrial Completion of the entire Works and Facilities will be achieved when the
following requirements have been met
• Mechanical Completion has occurred;
• All Punch-List Items have been completed
• The Performance Bond is valid and enforceable in accordance with Clause 13
• The liquidated damages payable by the Contractor to the Company pursuant to
Clause 7 have been paid and/or satisfied
• The Contractor has paid any other amounts owing to the Company pursuant to the
terms of this Construction Contract

23. • All final as-built drawings for the Works and all documents required to be
provided to the Company by the Contractor
• The Contractor has returned all Company Items and removed all of its
construction materials, temporary facilities, equipment, scaffolding, obstacles,
waste material and rubbish from the Taweelah Site and/or any other Site, except
for construction materials and facilities required for Works.
• All Works required pursuant to this Construction Contract to be completed on or
before Industrial Completion have been completed in accordance with this
Construction Contract

24. INDUSTRIAL COMPLETION CERTIFICATE
Industrial Completion Certificate in the form set out when the conditions set forth
in Clause 8.3 have been met. The Contractor may apply by notice to the Company
for the issuance of the Industrial Completion Certificate and the Company shall
within sixty Days after receipt of the Contractor's application
• Issue the Industrial Completion Certificate to the Contractor should be dated
• Reject the application, giving its reasons and specifying, if applicable,which of the
conditions of Clause 8.3 remain to be satisfied, in which case the Contractor shall
then complete such Works as may be required in order to satisfy the conditions of
Clause 8.3 before making a further application

25. LIMITATIONS ON LIABILITY
The Liability Limitation shall not apply to or be reduced by
• liabilities to the extent that the same are covered by corresponding payments
received by the Contractor pursuant to insurance policies effected and maintained
in accordance with this Construction Contract
• the Contractor's liability in the case of fraud, fraudulent misrepresentation, Wilful
Misconduct or corrupt practices;
• any cost to the Contractor arising out of the re-performance of any Works or the
remedy of any Defect on the terms set out in this Construction Contract
• the Contractor's liability in respect of its Indemnity obligations under this
Construction Contract

26. NOTICE OF TRANSFER
• EMAL may at any time deliver a notice to the Contractor in accordance with
Clause 29 confirming to the Contractor that as of the date of delivery of the Notice
of Transfer (the Notification Date) all rights, obligations and liabilities under this
Construction Contract of EMAL and EMAL Subsidiary shall be treated for all
purposes under this Construction Contract
• Otherwise than where expressly stated in this Construction Contract, up to the
Notification Date, all rights, obligations and liabilities of the Company under this
Construction Contract shall be the exclusive rights, obligations and liabilities of
EMAL Subsidiary and the Contractor shall be liable to EMAL Subsidiary for the
Contractor’s obligations and liabilities under this Construction Contract

27. COMMENCEMENT AND PROGRESS OF THE WORKS
Following receipt of the Notice to Proceed, the Contractor shall, on the
Commencement Date, commence and expeditiously and diligently perform the
Works in accordance with this Construction Contract.
• If at any time the Contractor's actual progress of the Works is inadequate to meet
any Guaranteed Completion Date and/or the Programme (including if the
Contractor's progress is ten or more Days late as measured against the critical
path of the Programme), the Company may by notice to the Contractor require the
Contractor to promptly take such steps as may be necessary to improve the
progress of the Works by implementing some steps like increase in the
Contractor's labour force, the number of shifts worked, overtime operations and/or
additional Days of work per Week.

28. PROGRAMME
Having regard to all Milestones and the Guaranteed Completion Dates, the
Contractor shall, within fourteen Days of the Commencement Date, submit to
the Company for approval (in such form and detail as reasonably required by,
and as previously advised in writing by, the Company), a programme
detailing how and when the Contractor proposes to carry out each stage of the
Works the order in which the Contractor proposes to carry out the Works
• All major events and activities in the manufacture and transportation
• All other principal activities to be undertaken by the Contractor under this
Construction Contract
• The sequence of all tests specified in, or otherwise required to be carried out
by, this Construction Contract
• A precedence network diagram using the critical path method (CPM)

29. NOTICES
Any notice provided for by the terms and conditions of this Construction Contract
shall be in writing and shall be deemed effective as follows
• if delivered personally, upon delivery
• if sent by post, upon certified receipt
• if sent by a courier service, upon receipt
• if sent by facsimile transfer and if sender's transmission report shows the entire
facsimile to have been received by the recipient, when dispatched.
• A notice received or deemed to be received in accordance with this Clause 29 on a
day which is not a Business Day or after 5 p.m. on any Business Day, according to
local time in the place of receipt, shall be deemed to be received on the next
following Business Day

30. TAXES
The Contractor acknowledges that it has taken into account in establishing the
Contract Price, the unit rates, service rates and all other prices and fees set out in
Exhibit B, all taxes including withholding taxes (if any) fees, levies, imposts,duties,
charges, dues or assessments of any nature
• The Contractor agrees that it shall be liable for all Taxes arising out of the
Contractor's or any Subcontractor's performance of the Works
• All port dues, landing charges, pilotage, lighterage, legalisation fees and fees in
connection with other customs formalities and all other dues and charges

31. SCHEDULE OF VALUES
• To establish a basis for payment against lump sum items set forth in the
Contractor shall, within ten Days after the Effective Date, provide a lump sum
breakdown which proposes:
• A reasonable number of measurable interim tasks required to accomplish each
lump sum item having regard to the Milestones set out
• An allocation of the price to each task with reasonable relationship to the costs
incurred in its accomplishment.

32. SAFETY PLAN
• The Contractor shall comply with and shall ensure that all of its Subcontractors
comply with all Applicable Laws and Good Industry Practice relating to the health
and safety of personnel carrying out the Works
• The Contractor shall prepare and implement a safety plan.The prepared shall be
submitted to the Company for approval within thirty Days of the Effective Date.
• The Contractor shall enforce strict discipline and good order among its employees
Contractor shall not permit any person to be employed under this Construction
Contract if such person is unfit or not skilled in the tasks assigned to them

33. RETENTION AMOUNT
• The Company shall pay correct and undisputed invoices from the Contractor
within sixty Days of receipt by the Company of such invoice to the bank account
designated.Payment shall be deemed made as of the date of transfer from the
Company's bank.
• The Company shall be entitled to withhold payment of ten percent of the amount
of any undisputed invoice issued by the Contractor under this Construction
Contract
• The Company shall pay to the Contractor the aggregate of all Retention Amounts
then held by the Company less any amount within sixty Days of the date of issue
of the Industrial Completion Certificate

34. QUALITY PLAN
• The Contractor shall prepare and implement a quality assurance and quality
control plan that shall be capable of demonstrating the Contractor's compliance
with the requirements of this Construction Contract and shall be submitted to the
Company for approval within thirty Days of the Effective Date
• The Company shall be entitled to audit any aspect of the Quality Plan and require
that corrective action be taken in respect of any deficiency identified thereby

35. POLICIES
The Contractor shall purchase and maintain at least all of the minimum insurance
coverages described below with underwriters and on policies acceptable to the
Company. The Contractor shall secure and maintain
• Commercial general liability insurance, including contractual liability, sudden and
accidental pollution, seepage, contamination liability and the Contractor's
protective liability insuring the indemnity agreements with limits of not less than
five million United States Dollars
• If vehicles are used in the performance of the Works, difference in limits insurance
for automobile liability insurance for owned, hired, or non-owned vehicles used
by the Contractor in the performance of the Works with limits of one million
United States Dollars

36. • workman's compensation insurance to cover all sums which the Contractor shall
become required to pay in accordance with Applicable Laws
• workman's compensation insurance to cover all sums which the Contractor shall
become required to pay in accordance with Applicable Laws