CONTRACT FOR CARPENTRY WORKS (FORMWORKS)

This agreement for Carpentry Works (Formworks) is made on the ___ day of ______ 2011 between: Company Address Telephone Company Address Telephone

and (contractor):

1.0

SANCTITY OF THE AGREEMENT

This Agreement constitutes the entire understanding and agreement among the parties with respect to the Carpentry Works (Formworks) at _________________ described below, and supersedes and replaces all prior proposals, agreements, representations, negotiations, understandings, restrictions or warranties whether written, oral or implied among the parties. There are no other agreements than those set forth below:

TERMS AND DESCRIPTION OF THE CARPENTRY WORKS (FORMWORKS)

1.1 The Services shall consist of the offloading and stacking of formwork materials, panels, jacks, props and associated carpentry and formwork materials from delivery vans or to the specified locations on the site as indicated by Site Manager. The Owner shall make available to the contractor the Tower Cranes subject to their availability at the time of request. Nonetheless, the contractor must ensure that materials are safely transported to their point of being used or included in the works. The Supplier shall provide the Services in accordance with and subject to the terms of this Contract (including but not limited to the provisions set out in appendix one) and will observe all appropriate industry standards, road and traffic regulations, best practices and appropriate legal requirements in carrying out the Services. All materials and equipment to be used with the exception of artisan tools shall be supplied by The Owner Ltd Drawings and Instructions for the works shall be obtained from The Owner by the contractor duly signed by the Carpentry Works Foreman and Site Manager The General Foreman shall provide the Contractor with a programme of works detailing milestones and targets

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OBLIGATIONS OF CONTRACTOR
Without prejudice to its other obligations under this Contract, the Supplier shall ensure that:Competent supervision is provided at all material times on the site Use competent personnel with all proper skill, care and attention and the works shall be given particular attention In carrying out the Services the Contractor shall be acting as principal and not as the agent of The Owner. Accordingly:The Contractor and his Personnel shall not say or do anything that might lead any other person to believe that the Contractor is acting as the agent of The Owner, and nothing in this Contract shall impose any liability on The Owner in respect of any

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liability incurred by the Contractor to any other person but this shall not be taken to exclude or limit any liability on The Owner to the Contractor that may arise by virtue of either a breach of this Contract or any negligence on the part of The Owner, its employees or agents. Nothing in the Contract shall have the effect of making the Contractor (or any of its employees or representatives) an employee of The Owner.

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4.1

PRICE AND PAYMENT

In consideration of the performance of the Services, The Owner shall pay to the Carpentry Works (Formworks) Contractor the agreed sum of ___________ per square metre of formwork finished and certified by the Carpentry Foreman The Supplier shall pay all taxes and other outgoings or expenses payable in consequence of the Contract and the Supplier shall indemnify The Owner in respect of any demand, costs or expense suffered by The Owner, whether during the period of the Contract or following termination of the Contract (howsoever caused) or otherwise in relation to any tax in relation to the provision of the Services. The Owner reserves the right to withhold payment in respect of carpentry works that do not meet the required standards and quality, unless the prior written agreement of The Owner has been obtained. Without prejudice to any other right or remedy The Owner reserves the right to set off any amount owing at any time from the Supplier to The Owner against any amount payable by The Owner to the Supplier under the Contract.

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4.1

HEALTH AND SAFETY AT WORK

The Supplier shall ensure full compliance on the part of itself, its employees, its subcontractors and agents and their respective employees, with all Health and Safety Provisions in relation to any action by or on behalf of the Supplier in connection with the provision and performance of the Services taking place upon the land, access routes or other premises/property of The Owner. In the event of any breaches of the statutory requirements of safety and health standards being committed by the Supplier or its sub-contractors or agents, The Owner requires the Supplier to take immediate remedial action (and failure to comply with such requirement within the time specified will be regarded as a breach of the Contract) Environment Environmental Protection Act 1994, Act 490 The Supplier shall at all times comply with all Environmental Law and any other regulation affecting the conduct of work The Supplier will ensure that no harm to any person, property or the environment may result from its acts or omissions in relation to this Contract or from the acts or omissions of its employees, sub-contractors and agents in relation to the Contract. Without limiting the generality of the foregoing, the Supplier shall ensure that all necessary precautions are taken to prevent wilful, reckless or negligent damage to any and all standing Work on the Site, and to any and all buildings, walls, gates, fences, hedges, drains, roads, man or the environment.

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5.0
5.1

THIRD PARTY LIABILITIES

The Owner and the Supplier acknowledge that they shall be responsible for any loss, cost, damage, claim, injury or other charge that arises out of or is caused by the

actions of its employees or agents. No Party shall be liable for any loss, cost, damage, claim, or other charge that arises out of or is caused by the actions of any other Party or its employees or agents. Joint and several liabilities will not attach to the Parties; no Party is responsible for the actions of any other Party, but is only responsible for those tasks assigned to it and to which it agrees in the terms and description of work contained in Clause 2.0 of this Agreement.

5.2

The parties to this Agreement shall have no liability to the other for any loss suffered which arises out of any action or inaction if, in good faith, it is determined that such course of conduct was in the best interests of the Agreement and such course of conduct did not constitute negligence or misconduct. The parties to this Agreement shall each be indemnified by the other against losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the execution of this agreement.

5.3

Insurance
Each Party agrees to obtain and maintain appropriate public liability and casualty insurance or adequate levels of self-insurance, to insure against any liability caused by that Party's obligations under this contract.

6.0

FORCE MAJEURE
No Party shall be liable, in respect to any delay in completion of work hereunder or of the non-performance of any term or condition of this agreement directly or indirectly resulting from delays by Acts of God; acts of the public enemy; strikes; lockouts; epidemic and riots; power failure; water shortage or adverse weather conditions; or other causes beyond the control of the Parties. In the event of any of the foregoing, the time for performance shall be equitably and immediately adjusted as deemed fit, and in no event shall any Party be liable for any consequential or incidental damages from its performance or non-performance of any term or condition of this agreement. The Parties shall resume the completion of work under this agreement as soon as possible subsequent to any delay due to force majeure.

7.0

ASSIGNABILITY
The Supplier shall not assign, sub-contract or sub-let its rights under this Contract except with the written consent of The Owner and upon such terms as The Owner may require.

8.0

TERMINATION OF THIS AGREEMENT

This contract is determined upon the successful completion of the tasks as described in Clause 2.0 and 3.0 and appendix one affixed This contract can be determined by either party for convenience or non-performance at any time without prejudice to the entitlements of either party. Upon receipt of notice from either party, works that have been done would be measured and the value thereof accordingly paid. If the Supplier commits a material breach of the Contract and (if such breach is capable of remedy) fails to remedy such breach within 5 days of being required by The Owner in writing to do so; or the Supplier ceases to carry on business this agreement would be terminated. The Supplier or its Personnel, or the employees of any of them, does or fails to do anything which brings or might reasonably be expected to bring into disrepute The Owner, its officers, employees, clients or suppliers (including, but not limited to,

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committing an act of fraud or dishonesty or violence whether or not connected with the provision of the Services). Upon termination pursuant to Condition 18.2, without prejudice to any other of its rights, The Owner may complete the Services or have them completed by a third party, using for that purpose (making a fair and proper allowance in any payment subsequently made to the Supplier) The Owner shall not be liable to make any further payment to the Supplier until the Services have been completed in accordance with the requirements of the Contract, and shall be entitled to deduct from any amount due to the Supplier the costs thereof incurred by The Owner (including The Owner's own costs). If the total cost to The Owner exceeds the amount (if any) due to the Supplier, the difference shall be recoverable by The Owner from the Supplier.

9.0

SETTLEMENT OF DISPUTES/ARBITRATION
If any dispute or difference of any kind shall arise out of any of the provisions of this Contract upon which agreement cannot be reached between The Owner and the Supplier the dispute or difference shall be referred in the first instance to the relevant Unit Manager of The Owner and the relevant Contract Manager of the Supplier, who shall attempt to resolve the matter in good faith. If no such resolution can be reached within 7 Working Days of the matter being referred to them, the matter shall be further referred to the Director of The Owner and the Director of the Supplier, who shall again attempt to resolve the matter in good faith. If no such resolution can be reached within 14 Working Days of the matter being further escalated, the parties may pursue their usual legal remedies in accordance with the terms of the Contract.

10.0

ANTI CORRUPTION STATEMENT

The Owner is committed to conducting business with honesty, professionalism and high integrity and its agents, employees, representatives, and business partners are required to comply with applicable laws and regulations regarding bribery and corruption in all transactions and to ensure that all are free from any direct or indirect corruption.

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WARRANTIES
The Supplier warrants and undertakes that: The Supplier has full capacity and authority and all necessary licences, permits and consents to enter into and to perform the Contract; The Services shall be performed in compliance with all applicable laws, orders, regulations, codes of practice and other similar instruments; and The Services shall be performed and delivered in accordance with the Contract. Each of the parties warrants and undertakes that:

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It has power and authority to enter into the Contract; and it is not aware, as at the date of the Contract, of anything within its reasonable control that might or would adversely affect its ability to fulfil its obligations under the Contract.

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12.1

SEVERANCE AND GOVERNING LAW

This agreement shall be governed by and interpreted in accordance with the laws of the Republic of Ghana

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If a court of Law in Ghana or appropriate authorities decide that any part of the Contract is invalid or unenforceable the remaining parts will still apply.

This Contract, which consists of this and attached appendix one, is signed as follows:-

Signed for and on behalf of The Owner on the ___ day of September 2011 by: Authorised Signatory: Full Name:

Signed for and on behalf of the Supplier on the ___ day of September 2011 by: Authorised Signatory: Full Name: