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1. Appointment of Contractors : The Company hereby appoints the said M/s. XY & Co. as Contractors to carry out the work of construction of a factory building on the plot of land belonging to the Company and situate at ________________ admeasuring about ____________ sq. metres and bearing Survey No ________ and the Contractors agree to carry out the work of construction hereinafter mentioned on the terms and conditions hereinafter appearing.
    

2. Scope of work : The said work of construction shall consist of constructing and otherwise completing in all respects a building and appertaining or incidental structures on the said plot of land in accordance with (i) the plans hereto annexed marked appendix A and which are approved by the municipal Corporation and all authorities concerned including the Town Planning Authority, the authorities under the factory laws, Fire Brigade authorities etc., (ii) the specifications and bills of quantities and schedule of rates mentioned in Appendix B hereto annexed, (iii) the detail items of work of quantities mentioned in Appendix ‘C’ hereto annexed, (iv) the conditions contained in the commencement Certificate issued by the Municipal Corporation and on the conditions on which the plans are approved, (v) the detail drawings to be furnished by the Architect to the Contractors from time to time (vii) the rules and regulations laid down by the said Municipal Corporation and other authorities regarding construction of any building, (viii) the terms and conditions hereinafter mentioned liability period, date of possession, date of completion etc.
    

3. This contract sole depository : This Contract or agreement shall be considered as the sole depository of the terms and conditions agreed upon between the parties hereto regarding the carrying out of the said works and the documents being the invitation to tender, tender and subsequent correspondence and other papers previous to this contract will not be looked into for any inference, meaning or otherwise except where any of the terms of contract is found to be vague or ambiguous.
    

4. Cost of work : This cost of construction payable to the contractors by the company will be calculated and ascertained on the basis of the actual quantity of work done at the rates mentioned in the Schedule or rates hereto attached together with all other amounts payable to the Contractor under the terms of this contract, less the deductions authorised to be made by the terms of the contract as will be certified by the Architect in his final bill.
    

5. Architect : The term "the Architect" in this agreement shall mean Mr. ____ _________________ and in the event of his ceasing to be the architect for the purpose of this contract, for any reason, such other person as the Company shall nominate for that purpose, PROVIDED ALWAYS that, any person subsequently appointed to be the architect under this contract shall be bound to accept any certificate or opinion or decision or approval or instruction given or expressed by the previous Architect for the time being.
    

6. Contractors to observe Architect’s instructions : The Contractors shall forthwith comply with all instructions issued to them by the Architect in regard to any matter in respect of which the Architect is expressly empowered by these conditions to issue instruction. If within 7 days after receipt of a written notice from the Architect requiring compliance with any instruction the Contractors do not comply therewith, then the Company may employ and pay other persons to execute any work whatsoever which may be necessary to give effect to such instructions and all costs incurred in connection with such employment shall be recoverable from the Contractors by the company as a debt or may be deducted by the company from any monies due or to become due to the Contractors under this contract.
    

7. Instruction to be in writing : All instructions issued by the Architect shall be issued in writing. If any instruction is issued orally it shall be confirmed in writing by the Architect or the Company within 7 days and if not denied in writing by the Contractors or the Architect within three days from the receipt thereof the confirmation shall be taken as effective as if the instruction was given in writing.
    

8. Custody of drawings etc. : All the drawings and other document mentioned in clause 2 above will remain in the custody of the Architect so as to be available at all reasonable times for the inspection of the Company or of the Contractors. However, the Architect shall furnish to Contractors copies of such of the said documents as will be required by the Contractors free of costs, provided that, upon final payment of the contractors’ bill, the Contractors shall if so requested by the Architect, forthwith return to the Architect all drawings, details, specifications, the Schedules and other documents of a like nature referred to in clause 2 above.
    

9. Document not o be disclosed elsewhere : None of the documents hereinbefore mentioned shall be used by the Contractors for any purpose other than this contract and neither the Company, the Architect nor the quantity surveyor shall disclose the same except for the purpose of this contract in any of the contract bills.
    

10. No variation without notice to Architect : The Contractors before making any variation from the contract drawings or the contract specifications necessitated by any rules or regulations of the Government or local authority or any written notice received by such authorities shall give to the Architect a written notice specifying and giving the reason for such variation and the Architect may issue instructions in regard thereto. If within 7 days of having given the said written notice the Contractors do not receive any instructions in regard to the matters therein specified, they shall proceed with the work conforming to the rules, regulations, or notices in question and any variation thereby necessitated shall be deemed to be a variation required by the Architect.
     

11. Contractors to pay all taxes : The Contractors shall pay all taxes legally payable in respect of the said work and shall indemnify and keep indemnified the Company against any liability of account thereof.
     

12. Materials to be according to specification : All materials, goods and workmanship shall so far as procurable be of the respective kinds and standards described in the specification.
     

13. Powers of the Architect : The Architect shall have the following powers and the Contractors will be bound by the exercise of such powers by the Architect.

    1. The Architect shall decide any levels which may be required for the execution of the works and shall furnish to the Contractors accurate dimensional drawing and such other information as shall enable the Contractors to do the work from the ground level.
        

    2. The Architect may issue instructions requiring the Contractors to open up any work carried out for inspection and the cost of such opening up any work carried out and making it good shall be added to the contract sum unless the work carried out was not in accordance with the terms of this contract in which case the cost of re-opening will be on account of the Contractors.
        

    3. The Architect may also issue instructions for carrying out test of any material or goods, either used in the work or to be used and the cost of such testing and of making or substituting any defective material or goods by proper material or goods will be borne by the Contractors.
        

    4. The Architect may issue instructions in regard to the removal from the site of any work, material or goods which do not comply with the requirements of this contract.
        

    5. The Architect may ask the Contractors to remove any of its employees, if not found suitable for work or desirable to be on the site.
        

    6. The Architect and his representatives will have at all times an access to the works and to the workshop or shed or other places of the Contractors which is used in connection with the said work by the Contractors or their sub-contractors and the Contractors in their subcontract with the sub-contractors shall make provision to that effect.
        

    7. The Architect may issue instructions requiring any variation in the work and if the Contractors have done any variation on their own, the Architect may accept the same if it is complimentary to the work of construction.
        

14. Royalties to be paid by contractors : All royalties or other sums payable in respect of the supply and use of materials for carrying out the works as described by or referred to in the contract bills of any patented articles, processes or inventions shall be deemed to have been included in the contract sum, and the Contractors shall indemnify the Company from and against all claims, proceedings, damages, costs and expenses which may be brought or made against the Company or to which it may be put to by reason of the Contractors infringing or being held to have infringed any patent rights in relation to any such articles, processes and inventions. PROVIDED that, where in compliance with Architect’s instructions the Contractors shall supply and use in carrying out the works, any patented articles, processes or inventions, the Contractors shall not be liable in respect of any infringement or alleged infringement of any patent rights in relation to any such articles, processes and inventions and all royalties damages or other monies which the Contractors may be liable to pay to the persons entitled to such patent rights shall be added to the contract sum.
     

15. Clerk of the works : The Company shall be entitled to appoint a clerk of works whose duty shall be to act solely as Supervisor on behalf of the Company under the directions of the Architect, and the Contractors shall afford every reasonable facility for the performance of that duty. If any directions are given to the Contractors or to their foreman upon the works by the clerk of the works the same shall be of no effect unless given in regard to a matter in respect of which the Architect is expressly empowered by these conditions to issue instructions and unless confirmed in writing by the Architect within two working days of their being given. If any such directions are so given and confirmed then as from the date of confirmation they shall be deemed to be the Architect’s instructions.
     

16. Variations to be measured and valued : All variations required by the Architect or subsequently sanctioned by him in writing and all work executed by the Contractors for which provisional sums are included in the contract bills shall be measured and valued by the quantity surveyor who shall give to the contractors an opportunity of being present at the time of such measurement and of taking such not and measurements as the Contractors may require. The valuation of variations and of work executed by the Contractors for which a provisional sum is included in the contract bills (other than work for which a tender has been accepted as aforesaid) unless otherwise agreed shall be made in accordance with the following rules.

    1. The prices in the contract bills shall determine the valuation of work of similar character executed under similar conditions as the work priced therein.
        

    2. The said prices, where work is not of a similar character or executed under similar conditions as aforesaid, shall be the basis of prices for the same so far as may be reasonable, failing which a fair valuation thereof shall be made.
        

    3. Where work cannot properly be measured and valued the Contractors shall be allowed day work rates on the prices prevailing when such work is carried out (unless otherwise provided in the contract bills)

       1. at the rates, if any, inserted by the Contractors in the contract bills or in the form of tender, or

       2. when no such rates have been inserted, at the rates fixed by the Architects’ Association.
          PROVIDED that in any case vouchers specifying the time daily spent upon the work (and if required by the Architect the workmen’s names) and the materials employed shall be delivered for verification to the Architect or his authorised representative not later than the end of the week following that in which the work has been executed.
           

    4. The prices in the contract bills shall determine the valuation of items omitted, provided that, if omissions substantially vary the conditions on which any remaining items of work are carried out, the prices for such remaining items shall be valued under sub-clause (b) above.
        

17. Loss due to variations to be compensated : If upon written application being made to him by the Contractors the Architect is of the opinion that a variation or the execution by the Contractors of any work for which a provisional sum is included in the contract bills has involved the Contractors in direct loss and/or expense for which they would not be reimbursed by payment in respect of a valuation made in a accordance with the provisions contained in clause 16 above and if the said application is made within a reasonable time of the loss or expense having been incurred, then the Architect shall either himself ascertain or shall instruct the quantity surveyor to ascertain the amount of such loss or expense. Any amount from time to time so ascertained shall be added to the contract sum, and if an interim certificate is issued after the date of ascertainment any such amount shall be added to the amount which would otherwise be stated as due in such certificate.
     

18. What is variation : The term "variation" used in clauses 16 and 17 means the alteration or modification of the design, quality or quantity of the works as shown upon the contract drawings and described by or referred to in the contract bills, and includes the addition, omission or substitution of any work, the alteration of the kind or standard of any of the materials or goods to be used in the works, and the removal from the site of any work materials or goods executed or brought thereon by the Contractors for the purposes of the works other than work materials or goods which are not in accordance with this contract.
     

19. Quality and quantity a per specifications : The quality and quantity of the work included in the contract sum shall be deemed to be that which is set out in the specifications and bills of quantities. Any error in description or in quantity or in omission of items from the specifications and bills of quantities shall not vitiate this contract but shall be corrected and deemed to be a variation required by the Architect.
     

20. Not to remove materials : Unfixed materials and goods intended for, delivered to, and placed on or adjacent to the works shall not be removed except for use upon the works unless the Architect has consented in writing to such removal and which consent shall not be unreasonably withheld. Where the value of any such materials or goods has been included in any interim certificate under which the Contractors have received payment, such materials and goods shall become the property of the company, but subject to any other clause applicable and the Contractors shall remain responsible for loss or damage to the same.
     

21. Certificate of completion : When in the opinion of the Architect the works are practically completed, he shall forthwith issue a certificate to that effect and practical completion of the works shall be deemed for all purposes of this contract to have taken place on the day named in such certificate.
     

22. Defects to be rectified : Any defects bad workmanship or other faults which shall appear during the progress of the work or within the defects liability period stated in the Appendix ‘D’ to these conditions and which are due to materials or workmanship not being in accordance with this contract shall be specified by the Architect in a schedule of defects which he shall deliver to the Contractors not later than 14 days from the detection of such defect or shrinkage or other fault or not later than 14 days after the expiration of the said defects, liability period, as the case may be and within a reasonable time after receipt of such schedule the defects, bad workmanship and other faults therein specified shall be made good by the contractors and (unless the Architect shall otherwise instruct, in which case the contract sum shall be adjusted accordingly) entirely at their own cost.
     

23. Certificate as to removal defects : When in the opinion of the Architect any defects, bad workmanship or other faults which may have required to be made good under clause 22 above mentioned shall have been made good he shall issue a certificate to that effect, and completion of making good the defects shall be deemed for all the purposes of this contract to have taken place on the day named in such certificate.
     

24. No assignment or subletting of Contract : The Contractors shall not without the written consent of the Company assign or sublet this contract. (which consent shall not so far as subletting is concerned by unreasonably withheld so as to cause prejudice of the Contractor).
     

25. Indemnity by Contracts : The Contractors shall be liable for, and shall indemnify the Company against any liability, loss, claim or proceedings whatsoever arising under any statute or at common law in respect of any damage to any property or in respect of any damage to any property or in respect of personal injury to or the death of any person whomsoever arising out of or in the course of or caused by the carrying out of the works, unless it is due to any act or neglect of the Company or of any person for whom the Company is responsible.
     

26. Insurance : Without prejudice to their liability to indemnify the Company as aforesaid the Contractors shall maintain and shall cause any sub-contractors to maintain such insurances as are necessary to cover the liability of the Contractors or, as the case may be, of such sub-contractors in respect of any damages, personal injuries or deaths arising out of or in the course of or caused by the carrying out of the works, and caused by any negligence omission or default of the Contractors, their servants or agents or, as the case may be, of such sub-contractors their servants or agents.
     

27. Policies to be produced : The contractors shall produce or cause any sub-contractors to produce for inspection the relevant policy or policies of insurance together with the receipts in respect of premiums paid under such policy or policies as and when may required so to do by the company PROVIDED ALWAYS that as and when may be reasonably required by the company the production by the Contractors or any sub-contractor of a current certificate of insurance from the insurance company which shall have issued the policy or policies aforesaid shall be a good discharge of the Contractors’ obligation to produce or to cause the production of the policy or policies and the receipts in respect of premiums paid.
     

28. Default in insurance : Should the Contractors or any sub-contractor make default in insuring or in continuing to insure as provided above, the Company may itself insure against any risk with respect to which the default shall have occurred and may deduct a sum equivalent to the amount paid in respect of premiums from any monies due or to become due to the Contractors.
     

29. Risks for insurance : The Contractors shall in the joint names of the Company and the Contractors insure against loss and damage by fire, storm, tempest, lightning, flood, earthquake, accident, riot and civil commotion for the full value thereof and all work executed and all unfixed materials and goods intended for, delivered to, and placed on or adjacent to the works, but excluding temporary buildings, plant, tools and equipment owned or hired by the Contractors or any sub-contractor, and shall keep such work, materials and goods so insured until the completion of the works. Such insurance shall be with insurers approved by the Company and the Contractors shall deposit with the Company policy or policies and the receipts in respect of premiums paid and should the Contractors make default in insuring or continuing to insure as aforesaid the Company may itself insure against any risk with respect of which the default shall have occurred and deduct a sum equivalent to the amount paid by him in respect of premiums from any monies due or to become due to the Contractors.
     

30. Damage to be restored on receiving insurance claim : Upon settlement of any claim under the insurance aforesaid the Contractors with due diligence shall restore the work damaged, replace or repair any unfixed materials or goods which have been destroyed or injured, remove and dispose of any debris and proceeds with to carry out and complete the works. All monies received from such insurances shall be paid to the Contractors by instalments under certificates of the Architect issued at the periods of interim certificates named in the appendix to these conditions. The Contractors shall not be entitled to any payment in respect of the restoration of work damaged, the replacement and repair of any unfixed materials or goods, and the removal and disposal of debris other than the monies received under the said insurances.
     

31. Date of possession : Possession of the site shall be given to the Contractors on the date mentioned in the Appendix D hereto to annexed and the Contractor shall thereupon begin the works and regularly and diligently proceed with the same, and who shall complete the same on or before the date for completion stated in the said Appendix D subject nevertheless to the provisions for extension of time contained in clause 33 of this contract.
     

32. Compensation for delay : If the contractors fail to complete the works by the date for completion stated in the Appendix D to this contract or within any extended time fixed under clause 33 appearing next and the Architect certifies in writing that in his opinion the same ought reasonably so to have been completed, then the Contractors shall pay or allow to the Company a sum calculated at the rate stated in the said Appendix D as liquidated and ascertained damages for the period during which the works shall so remain or have remained incomplete and the Company may deduct such sum from any monies due or to become due to the Contractors under this contract.
     

33. Extension of time : If the progress of the works is expected to be delayed, the Contractors shall forthwith give written notice of the cause of the delay to the Architect, and if in the opinion of the Architect the completion of the works is likely to be or has been delayed beyond the date for completion stated in the said Appendix D or beyond any extended time previously fixed under either this clause or any other clause of this contract (a) by force majeure, or (b) by reason of any excessive rains or fire or accident (c) by reason of civil commotion, or riots, strike or lockout affecting any of the trades employed upon the works or any of the trades engaged in the preparation, manufacture or transportation of any of the goods or materials required for the works, or, (d) by reason of the Architect’s instructions issued under any of the clauses herein or (e) by reason of the contractors not having received in due time necessary instruction, drawings, details or levels from the Architect for which they had applied in writing whether a reasonable time having regard to the date for completion or (f) by delay on the part of any nominated sub-contractor or nominated suppliers and which the Contractors have taken all practicable steps to avoid or reduce, or (g) 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 up or testing) unless the inspection or test showed that the work materials or goods were not in accordance with this contract, or (h) by the Contractor’s inability for reasons beyond their control and which they could not reasonably have foreseen at the date of this contract to secure such labour, goods or materials as are essential to the proper carrying out of the works then the Architect shall so soon as they are able to estimate the length of the delay beyond the date or time aforesaid make in writing a fair and reasonable extension of time for completion of the works.
    PROVIDED ALWAYS THAT, the Contractors shall use constantly their best endeavours to prevent delay and shall do all that may reasonably be required to the satisfaction of the Architect to proceed with the works.
     

34. Delay to be compensated : (1) If upon written application being made to him by the Contractors the Architect due to any of the causes mentioned in sub-clause (2) of this clause, is of the opinion that the Contractors have been involved in direct loss and/or expense for which they would not be reimbursed by a payment made under any other provision in this contract by reason of the regular progress of the works or of any part thereof having been materially affected by any of the said clauses and if the written application is made within a reasonable time of it becoming apparent that the progress of the works of any part thereof has been affected as aforesaid, then the Architect shall either himself ascertain or shall instruct the quantity surveyor to ascertain shall be added to the contract sum, and if an interim certificate is issued after the date of ascertainment, any such amount shall be added to the amount which would otherwise be stated as due in such certificate. (2) The causes above referred to are (a) the Contractors not having received in due time necessary instruction, drawings, details or levels from the Architect for which they had specifically applied in writing on a date which having regard to the date for completion stated in the Appendix D to this contract or to any extension of time then fixed hereunder was neither unreasonably distant from nor unreasonably close to the date on which it was necessary for them to receive the same, or (b) the opening up for inspection of any work covered up or the testing of any of the work materials or goods was not in accordance with this contract, or (c) any discrepancy in or divergence between the contract drawings and / or the contract bills, (3) The provisions of this clause are without prejudice to any other rights and remedies which the Contractors may possess.
     

35. Consequences of default : If the Contractors shall (a) without reasonable, cause wholly suspend the carrying out of the works before completion thereof, or (b) fail to proceed regularly and diligently with the works, or (c) refuse or persistently neglect to comply with a written notice from the Architect requiring them to remove defective work or improper materials or goods and by such refusal or neglect the works are materially affected, or (d) fail to comply with the provisions of clause 24 of this contract therein and in any of these events the Architect may give to them a notice by registered post or recorded delivery specifying the default, and if the Contractors either shall continue such default for 14 days after receipt of such notice or shall at any time thereafter repeat such default (whether previously repeated or not) then the Company without prejudice to any other rights or remedies, may within 10 days after such continuance or repetition by registered post or recorded delivery forthwith determine the employment of the Contractors under this contract.
     

36. Automatic determination of contract : In the event of the Contractors becoming insolvent or making a composition or arrangement with their creditors or a receiver or manager of their business or undertaking being appointed, or possession taken by or on behalf of any secured creditor of any property comprised in or subject to the charge, or if the Contractors partnership is dissolved or all the present partners thereof cease to be partners of their firm the employment of the contractors under this contract shall be forthwith automatically determined.
     

37. Consequences of determination by Company : In the event of the employment of the Contractors being determined as aforesaid and so long as it has not been reinstated and continued, the following shall be the respective rights and duties of the Company and Contractors namely (a) the Company may employ and pay other persons to carry out and complete the works and he or they may enter upon the works and use all temporary buildings, plant, tools, equipment, goods and materials intended for, delivered to and placed on or adjacent to the works, and may purchase all materials and goods necessary for the carrying out and completion of the works. (b) the Contractors shall, if so required by the Company or the Architect within 14 days of the date of determination, assign to the company without payment, the benefit of any agreement for the supply of materials or goods and/or for the execution of any work for the purposes of this contract. The Company may pay any such supplier or sub-contractor for any materials or goods delivered or works executed for the purposes of this contract (whether before or after the date of determination) insofar as the price thereof has not already been paid by the contractors. The Company’s rights under this clause are in addition to its rights to pay nominated subcontractors as provided in this contract and payments made under this clause may be deducted from any sum due or to become due to the Contractor. (c) the Contractors shall as and when required in writing by the Architect so to do (but not before) remove from the works any temporary building, plant, tools, equipment, goods and materials belonging to or hired by them. If within a reasonable time after any such requirement has been made the Contractors have not complied therewith, then the company may (but without being responsible for any loss or damage) remove and sell any such property of the Contractors and shall hold the proceeds, less all costs incurred, to the credit of the Contractors, (d) the Contractors shall allow or pay to the Company in the manner hereinafter appearing the amount of any direct loss and/or damage caused to the Company by the determination. Until after completion of the works under sub-clause (a) of this clause the Company shall not be bound by any provision of this contract to make any further payment to the Contractors, but upon such completion and the verification within a reasonable time of the accounts therefor the Architect shall certify the amount of expenses properly incurred by the Company and the amount of any direct loss and/or damage caused to the Company by the determination and, if such amounts when added to the monies paid to the Contractors before the date of determination exceed the total amount which would have been payable on completion in accordance with this contract, the difference shall be a debt payable to the Company by the Contractors, and if the said total amount when added to the said monies be less than the said total amount the difference shall be a debt payable by the Company to the Contractors.
     

38. Contractors right to determine : The Contractors may, by notice in writing and sent to the company by registered post determine their contract in any of the following event namely :

    1. If the Company does not pay to the Contractors the amount due on any certificate within the period for honouring certificates named in the said Appendix D and continue such default for 7 days after the receipt by registered post of a notice from the Contractors stating that notice of determination under this condition will be served if payment is not made within 7 days from receipt thereof, or
        

    2. The Company interferes with or obstructs the issue of any certificate due under this contract, or
        

    3. The carrying out of the whole or substantially the whole of uncompleted works, is suspended for a continuous period of the length named in the said Appendix by reason of loss or damage occasioned by any one or more of the contingencies referred to in clause 33 (if applicable),
        

    4. The Company makes a composition or arrangement with its creditors or has a winding up order made or (except for the purposes of reconstruction) a resolution for voluntary winding up passed or a receiver or manager of its business or undertaking is duly appointed, or possession is taken by or on behalf of the holders of any secured debentures of any mortgaged property of the Company.
        

39. Consequence of determination by contracts : Upon such determination, by the Contractors as aforesaid, and without prejudice to the accrued rights or remedies of either party or to any liability of the classes mentioned in clause 25 of his contract the respective rights and liabilities of the Contractors and the Company shall be as follows, that is to say :

    1. The Contractors shall with all reasonable dispatch and in such manner and with such precautions as will prevent injury, death or damage of the classes in respect of which before the date of determination he was liable to indemnify the Company under this contract remove from the site all his temporary buildings, plant, tools, equipment, goods and materials and shall give facilities for his sub-contractors to do the same, but subject always to the provision of item (iv) of sub-clause (b) of this clause.
        

    2. After taking into account amounts previously paid under this contract the Contractors shall be paid by the Company,

       1. The total value of work completed at the date of determination.

       2. The total value of work begun and executed but not completed at the date of determination, the value being ascertained in accordance with clause 16 of this contract as if such work were a variation required by the Architect.

       3. Any sum ascertained in respect of direct loss and/or expense under clauses 17 and 34 of this contract (whether ascertained before or after the date of determination).

       4. The cost of materials or goods properly ordered for the works for which the Contractors shall have paid or for which the Contractors are legally bound to pay, and on such payment by the Company any materials or goods so paid for shall become the property of the Company.

       5. The reasonable cost of removal under sub-clause (a) of this clause.

       6. Any direct loss and/or damage caused to the Contractors by the determination.
          PROVIDED that in addition to all other remedies, the Contractors upon such determination may take possession of and shall have a lien upon all unfixed goods and materials, which may have become the property of the Company under this contract until payment of all monies due to the Contractors from the Company.
           

40. Company’s right to do other works : The Contractors shall permit the execution of work not forming part of this contract by artists, tradesmen or others engaged by the Company. Every such person shall be deemed to be a person for whom the Company is responsible and not to be a sub-contractor.
     

41. Certificate for payment :

    1. At the period of interim certificates named in the appendix D to this contract the Architect shall issue a certificate stating the amount due to the Contractors from the Company and the Contractors shall, on presenting any such certificate to the Company, be entitled to payment therefor within the period for honouring certificates named in the appendix to the contract. Interim valuations shall be made whenever the Architect considers them to be necessary for the purpose of ascertaining the amount to be stated as due in a interim certificate.
        

    2. The amount stated as due in an interim certificate shall be the total value of the work properly executed and of the materials, and goods delivered to or adjacent to the works for use thereon up to and including a date not more than 7 days before the date of the said certificate less any amount which may be retained by the Company (as provided in sub-clause (3) of this clause) and less any instalments previously paid under this contract. PROVIDED that such certificate shall only include the value of the said materials and goods as and from such time as they are reasonably, properly and not prematurely brought to or place adjacent to the works and then only if adequately protected against weather or other casualties.
        

    3. The Company may retain the percentage of the total value of the work, materials and goods referred to in sub-clause (2) abovementioned which is named in the said Appendix D as percentage of certified value retained. PROVIDED ALWAYS that when the total sum of the amounts so retained equals the amount named in the said appendix as limit of retention fund or that amount as reduced in pursuance of any clause of this contract, no further amount shall be retained by virtue of sub-clause.

    4. (4) The amounts retained by virtue of sub-clause (3) of this contract shall be subject to the following provisions:

       1. The Company’s interest in any amounts so retained shall be fiduciary as trustee for the Contractors (but without obligation to invest), and the Contractor’s beneficial interest therein shall be subject only to the right of the Company to have recourse thereto from time to time for payment of any amount which they are entitled to under the provisions of this contract to deduct from any sum due or to become due to the Contractors.

       2. On the issue of the certificate of practical completion the Architect shall issue a certificate for one money of the total amount then so retained and the Contractor shall, on presenting any such certificate to the Company, be entitled to payment of the said money within the period for honouring certificates name in the said appendix.

       3. On the expiration of the defects liability period named in the said appendix, or on the issue of the certificate of completion of making good the defects, whichever is the later, the Architect shall issue a certificate for the residue of the amounts then so retained and the Contractors shall, on presenting any such certificate to the Company, be entitled to payment of the said residue within the period for honouring certificates named in the said appendix.
           

42. Measurement of valuation

    1. The measurement and valuation of the works shall be completed within the period of final measurement and valuation stated in the said Appendix D and the Contractors shall be supplied with a copy of the priced bills of variation not later than the end of the said period and before the issue of the final certificate under clause 43 of this contract.
        

    2. Either before or within a reasonable time after practical completion of the works the Contractors shall send to the Architect all documents necessary for the purpose of the computations required by his contract including all documents relating to the accounts of sub-contractors and suppliers.
        

    3. In the settlement of accounts the amounts paid or payable under the appropriate contracts by the Contractors to sub-contractors or suppliers (including the discounts if any) the amounts paid or payable by virtue of clause 41(4) (b) of this contract in respect of fees or charges for which a provisional sum is included in the contract bills, the amounts paid or payable in respect of any insurance maintained in compliance with clause 29 of this contract and the value of any work executed by the Contractors for which a provisional sum is included in the contract bills shall be set against the relevant prime cost of or provisional sum mentioned in the contract bills, and the balance after allowing in all cases pro rata for the Contractor’s profit at the rates shown in the contract bills, shall be added to or deducted from the contract sum, PROVIDED that no deduction shall be made in respect of any damages paid or allowed to the Contractors by any sub-contractor or supplier.
        

43. Final certificate : So soon as is practicable but before the expiration of 3 months from the end of the defects liability period stated in the said appendix or from completion of making good defects under clause 22 of these conditions or from receipt by the Architect of the documents referred to in sub-clause (b) of clause 42 of this contract, whichever is the latest, the Architect shall issue the final certificate. The final certificate shall state.
     

44. Certificate to be conclusive : The said certificate shall be conclusive evidence in any proceedings on this contract that the works have been properly carried out and completed in accordance with the terms of this contract and that necessary effect has been given to all terms of this contract which require an adjustment to be made to the contract sum, except when the certificate is disputed either by the Company or the Contractors on any of the following grounds namely (a) that the certificate is vitiated by fraud, dishonesty or fraudulent concealment relating to the works, or any part thereof, or to any matter dealt with in the said certificate, or (b) because of any defect (including any omission) in the works, or any part thereof which with reasonable inspection or examination at any reasonable time during the carrying out of the works or before the issue of the said certificate would not have been disclosed, or (c) because of any accidental inclusion exclusion of work, materials, goods or figure in any computation or any arithmetical error in any computation.
     

45. Contract sum how to be calculated : The Contract sum shall be deemed to have been calculated in the manner set out below and shall be subject to adjustment in the events specified hereunder :

    1. The prices (including the cost of Company’s liability, insurance and third party insurance) contained in the contract bills are based upon the rates of wages and other emoluments and expenses (including holiday credits) payable by the Contractors to work people engaged upon or in connection with the works in accordance with the rates in Central P.W.D. Contracts for similar work.
        

    2. If the said rates of wages and other emoluments and expenses (including holiday credits) shall be increased or decreased by reason of any alteration in contract after the said date of tender then the net amount of the increase or decrease in wages and other emoluments and expenses (including holiday credits) together with the net amount of any consequential increase or decrease in the cost of Company’s liability insurance and third party insurance shall as the case may be, be paid or allowed by the Contractors.
        

    3. The rates of building materials given in the Schedule of rates attached hereto are the current market rates. If the rates go up by more than 10% or are lowered by more than 10% then the amount of increase or decrease in the cost of building material shall be payable to or allowable by the Contractors accordingly.
        

46. Arbitration : In case any dispute or difference shall arise between the Company or the Architect on its behalf and the Contractors either during the progress or after the completion or abandonment of the works as to the construction of this contract or as to any matter or thing of whatsoever nature arising thereunder or in connection therewith (including any matter or thing left by this contract to the discretion of the Architect or the withholding by the Architect of any certificate to which the Contractor may claim to be entitled or the measurement and valuation mentioned in clause 42 or the rights and liabilities of the parties under any of the clauses of this contract, then such dispute or difference shall be and is hereby referred to the arbitrators of a common Arbitrator if agreed upon or otherwise to two Arbitrators one to be appointed by each party to the dispute and the Arbitration shall be governed by the Arbitration Act, for the time being in force.
     

47. Right to appoint sub-contractors : Notwithstanding anything contained hereinbefore the Contractors will be entitled to appoint one or more sub-contractors either for supplying labour, or buying material or for construction of any work but the contracts entered by the Contractors with sub-contractors will be subject to this contract and there will be no private between the Company and sub-contractor and the Contractors will be liable and responsible for the acts of omission or commission of the sub-contractor as if they are their own acts.

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