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Articles of Agreements
In the Agreement Documents as hereafter defined, the following words and expressions shall have the meanings hereby assigned to them, except where the context otherwise requires:
Appendix means the Appendix to the Conditions of the Agreement;
Appropriate Authority means any statutory authority or any company or body having jurisdiction over the Works;
Clause means the clauses in the Conditions of the Agreement;
Certificate of Extension of Time means the certificate issued under Clause 13.1(a).
Certificate of Completion means the certificate issued under Clause 11.1;
Certificate of Handover means the certificate issued under Clause 11.2;
Completion Date means the date for completion of the Works stated in the Appendix under Clauses 8.1 or the last extended date granted under Clause 13.0;
Conditions means the Conditions of the Agreement;
Agreement or Agreement Documents comprise the following documents;
the Conditions of Agreement;
the Agreement Drawings;
any other documents specifically mentioned in any of the above documents.
Agreement Sum means the sum stated inside the Quotation;
Date of Commencement means the date of commencement of works set out in Clause 8.1;
Day means calendar day including the weekly day of rest but excluding gazetted holidays in the location where the Works is carried out;
Defects means defects, shrinkages or other faults due to materials or workmanship not in accordance with the Agreement and/or due to any faulty design (if any) undertaken by the Company;
Defects Liability Period means the period stated in the Appendix under Clause 11.3;
Force Majeure means any circumstances beyond the control of the Company caused by terrorist acts, governmental or regulatory action, epidemics and natural disasters;
Lump Sum Agreement means a fixed price Agreement and is not subject to remeasurement or recalculation except for Variations which shall be valued under Clause 12.0;
Payment Certificates means the progress payment certificate issued by the Company under Clause 14.1 which shall refer to any the following:
Certificate of First Payment
Certificate of Second Payment
Certificate of Final Payment
Quotation means any documents however entitled or described and which is intended to be used for the purpose of valuing Variations;
Relevant Event means any one of the events for extension of time set out in Clause 13.2;
Unit means one of the individual units comprised within a land or subdivided building, which the Works are to be executed and is provided by the Client for the purposes of the Agreement.
Variation means the alteration or modification of the design, quality or quantity of the Works;
Works means the works described in the Articles of Agreement and referred to in the Agreement Documents and includes any changes made to these works in accordance with the Agreement; and
Works Programme means the works programme described in the Agreement Documents and in Clause 1.3.
The Conditions of Agreement
1.0 Agreement Documents And Works Programme
1.1 Agreement Documents
The Agreement Documents are to be read as mutually explanatory of one another. In the event of any conflict or inconsistencies between any of the Agreement Documents, the priority in the interpretation of such documents shall be in the following descending order:
1.1(a) the Conditions of Agreement;
1.1(b) the Quotation;
1.1(c) the Agreement Drawings;
1.1(d) any other documents specifically mentioned in any of the above documents.
1.2 Drawings or Details
The Company shall without charge to the Client furnish him with one (1) copy of Agreement Drawings, details, levels and any other information as are reasonably necessary prior the Date of Commencement.
1.3 Works Programme
The Company shall provide to the Client one (1) copy of the Works Programme showing the order in which he proposes to carry out the Works. If the Works or any part of the Works is delayed for whatever reason, the Company shall without charge to the Client, shall provide the Client with similar number of copy of any revised Works Programme.
1.4 Programme not part of Agreement
The Works Programme shall not constitute part of the Agreement, whether physically incorporated or not into the Agreement Documents. The Company is not bound to commence or complete the Works in the order referred to in the Works Programme.
1.5 Interference of Programme
The Client shall not interferes with or obstructs the Works Programme by the Company.
2.0 Client’s Duties
2.1 Client to provide all information
The Client shall provide the Company with all the necessary information on his requirements for the project to enable the Company to proceed with his work, including particulars concerning with house rules, existing structures and features of the Unit.
2.2 Client to pay submission fees and charges
The Client shall pay all fees or charges in connection with submission for approval or permit required by the Appropriate Authority.
2.3 Keys and Access Card
The Client shall furnish the Company with all keys and access card required to the Unit upon this Agreement.
2.4 Safety and Security
Prior to the Date of Commencement, the Client shall ensure the Unit is vacated for safety and security reasons. The Company shall not be liable for any damages or losses upon any materials or goods placed in the Unit arising out of or in the course of or caused by the carrying out of the Works.
2.5 Limitation of use of documents
The Client shall not disclose any of the rates and prices in the Agreement Documents to any other party without the written consent from the Company.
3.0 Company’s Obligations And Rights
3.1 Completion of Works in accordance with Agreement Documents
The Company shall upon and subject to Conditions carry out and complete the Works in accordance with the Agreement Documents and in compliance therewith provide materials, goods, and standards of workmanship of the quality and standard described in the Agreement Documents in accordance with the provisions of the Agreement.
3.2 Statutory Requirement
The Company shall obtain all relevant approvals or permit from the Appropriate Authority prior to the Date of Commencement with a copy extent to the Client. The date of receipt of the approval shall determine the Date of Commencement and Completion Date in the Appendix.
3.3 Rights for Decisions
The Company reserves the right to decide on the overall design and theme, selection of furnitures, fixtures and fittings for the Unit including colour and materials and goods. *Applicable for Package Deal for rental properties only.
3.4 Company to prevent delay
The Company shall constantly use his best endeavour to prevent or reduce delay in the progress of the Works, and to do all that may reasonably be required to prevent and reduce delay or further delay in the completion of the Works beyond the Completion Date.
3.5 Delay not amount to determination
Any delay under Clause 3.4 shall not be a ground for termination of this Agreement by the Client.
4.0 Agreement Sum
4.1 Agreement Sum not to be adjusted or altered
The agreement is a Lump Sum Agreement. The Agreement Sum shall not be adjusted or altered in any way whatsoever, other than in accordance with the express provisions of the Agreement.
5.0 Quality And Quantity Of The Works
5.1 Quality and Quantity of the Works
The quality and quantity of the work included in the Agreement Sum shall be deemed to be those which are shown upon the Quotation and Agreement Drawings.
6.0 Materials, Goods And Workmanship To Conform To Description, Testing and Inspection
6.1 Standards of works, materials, goods and workmanship
All works, materials, goods and workmanship shall be of the respective quality and standards described in the Agreement Documents in accordance with the provisions of the Agreement.
7.0 Materials And Goods
7.1 Materials and goods included in certificates
Where the value of such materials and goods has been included in the certificate in accordance with Clause 14.1, under which the Client has effected payment, such materials and goods shall become the property of the Client.
7.2 Removal of furnitures and/or fixtures and fittings
In the event the Agreement was terminated under the provisions of Clause 15.2, the Company may exercise his rights under the provisions of Sales of Goods Act 1957 (Act 382) to remove any delivered furnitures and/or dismantle any fixtures and fittings executed at the Unit equivalent to the amount due aforesaid.
8.0 Date Of Commencement, Postponement And Completion Date
8.1 Commencement and Completion
The Date of Commencement shall be fourteen (14) days upon the date of receipt of the approval from the Appropriate Authority. On the Date of Commencement, possession of the Unit shall be given to the Company who shall commence the execution of the Works, and regularly and diligently proceed with and complete the same on or before the Completion Date.
8.2 Liquidated Damages
If the Company fails to complete the Works by the Completion Date, the Company shall pay or allow to the Client a sum calculated at day-to-day basis at the rate of ten per centum (10%) per annum as Liquidated Damages based on Agreement Sum for the period from the Completion Date to the date of work completion. The Client may recover such sum as a debt or may deduct such sum from any monies due or to become due to the Company under the Agreement.
8.3 Agreed Liquidated Damages amount
The Liquidated Damages is a genuine pre-estimate of the loss and/or damage which the Client will suffer in the event that the Company is in breach of Clause 8.2. The parties agree that by entering into the Agreement, the Company shall pay to the Client the said amount, if the same becomes due without the need for the Client to prove his loss and/or damage.
8.4 Property Defects Assessment and Rectification
Any defects captured in the property defects assessment shall be rectified by the Unit respective developer. The Company shall not commence any Work at the Unit until all defects has been rectified. The Company is not obliged to rectify any defects captured in the property defects assessment.
9.0 Works By Craftsmen, Tradesmen Or Other Contractors Employed Or Engaged By Client
9.1 Works by Client’s craftsmen
The Company may permit the execution of work not forming part of the Agreement on the Works by craftsmen, tradesmen or other contractors engaged by the Client. Such craftsmen, tradesmen or other contractors engaged by the Client shall be deemed to be a person for whom the Client is responsible and not to be a sub-contractor of the Company.
9.2 Delivery of personal properties or materials and goods
The Company is not obliged to collect any Client’s personal properties delivered to the Unit during the commencement of work. If at any time before the Completion Date, the Client wishes to deliver any personal properties or materials and goods to the Unit, he shall obtain the written consent from the Company. The Client shall indemnify the Company against any damage, expense, liability or loss due to loss and/or damage of any kind whatsoever to any personal properties or materials and goods arising out of or in the course of or caused by the carrying out of the Works.
10.0 Profit and Attendance
10.1 Profit and Attendance
In the event of works executed by craftsmen, tradesmen or other contractors engaged by the Client before the Completion Date under the provisions of Clause 9.1, the Company shall be entitled to profit and attendance charges at the rate of Ten per centum (10%) of the original Agreement Sum of each item. Such amount shall be added to the Agreement Sum.
10.2 Company not liable for acts etc. of craftsmen, tradesmen or other contractors engaged by the Client
Pursuant to Clause 10.1, the Company shall not be liable for the performance, acts, omissions, materials, goods and standards of workmanship of the quality and standard executed by craftsmen, tradesmen or other contractors engaged by the Client.
11.0 Work Completion and Defects Liability
11.1 Certificate of Completion
When whole of the Works are completed the same on or before the Completion Date and have been complied with the Agreement, notwithstanding that there may be defects of a minor nature still to be executed, the Company shall forthwith issue a Certificate of Completion to the Client specifying the date of handover of the Unit.
11.2 Certificate of Handover
On the date of handover where the Client can have full use of the Works for their intended purposes, the Company shall issue a Certificate of Handover to the Client. The Company shall supply all operation and maintenance manuals (if any) and return all keys and access card to the Client.
11.3 Unit Possession
The Client shall not move into the Unit without the issuance of Certificate of Handover or written consent from the Company.
11.4 Defects Liability Period
Upon the issuance of Certificate of Completion, the Defects Liability Period shall commence and in effect for twelve (12) months. Any manufacturing or workmanship defects or shrinkages, which becomes apparent within the Defects Liability Period, shall be repaired and made good by the Company at its own cost and expense within fourteen (14) days of the Company having received written notice thereof from the Client.
11.5 Defects Coverage
The Defects Liability Period shall not cover defaults in any of the following:
11.5(a) wear and tear;
11.5(b) abusive of use;
11.5(c) inappropriate of use;
11.5(e) rectification of works by others;
11.5(f) labour fee for lightbulb burn-out;
11.5(g) any subsequent damages caused by moisture or dampness.
11.6 Warranties in respect of electrical appliances
All electrical appliances purchased by the Company (if any) shall subject to full or limited warranty or guarantee by its respective manufacturer.
12.1 Definition of Variation
The term “Variation” means the alteration or modification of the design, quality or quantity of the Works including:
12.1(a) the addition, omission or substitution of any work;
12.1(b) the alteration of the kind or standard of any materials and goods to be used in the Works;
12.1(c) the removal from the site of any work executed or materials and goods brought thereon by the Company for the purposes of the Works other than work, materials and goods which are not in accordance with the Agreement.
but shall exclude any changes intended to rectify any negligence, omission, default and/or breach of agreement by the Company and such changes shall be executed by the Company entirely at his own cost.
12.2 Variations in compliance to Appropriate Authority requirement
The Company shall not sanction any Variations including changes in the design, without the prior approval of the Client, unless such Variation is necessitated by obligations or compliance with the requirements of any Appropriate Authority.
12.3 Instructions of Variations
The Client shall only issue instructions for variations to the contractor through the Company in respect of works for the project.
12.4 Valuation Rules
The valuation of the Variations and work executed by the Company shall be made in accordance with the following rules:
12.2(a) at a lump sum price agreed between the parties, or failing which;
12.2(b) the rates in the Agreement or the Quotation shall be used as the basis of valuation.
12.5 Variations amount to be made full
Upon the occurrence of the Variations under Clause 12.0, the amount ascertained shall be included in the Variation Order and such payment shall be made full before variation works can be proceed.
12.6 Excess Variation Omissions
In the event the Client omits more than 20% of the amount of the Agreement Sum, the Company shall charge the Client design consultation & working drawings fees in full in accordance to the rate multiplies by the Unit floor area stated in the Quotation.
13.0 Extension Of Time
13.1 Submission of notice and particulars for extension of time
If the Company is of the opinion that the completion of the Works is or will be delayed beyond the Completion Date by any of the Relevant Events, he may claim for an extension of time provided always that:
13.1(a) The Company shall give Certificate of Extension of Time to the Client his claim for extension of time duly supported with all particulars. Such notice must be given within three (3) days from the date of commencement of the Relevant Event.
13.2 Relevant Events
The following are the Relevant Events referred to Clause 13.0:
13.2(a) Force Majeure;
13.2(b) Variations under Clause 12.0;
13.2(c) Delay by the Client in giving possession of the Unit;
13.2(d) Civil commotion, strike, acts of war, lockout or Movement Control Order under the Prevention and Control of Infectious Diseases Act 1988 affecting any of the trades engaged in the preparation, manufacture or transportation of any materials or goods required for the Works;
13.2(e) Inability to perform agreement obligation arised from employed workmen in contact of Covid-19;
13.2(f) Delay on the part of craftsmen, tradesmen or other contractors employed or engaged by the Client in executing work not forming part of the Agreement;
13.2(g) Delay or failure in the supply of materials and goods which the Client had agreed to supply for the Works;
13.2(h) The Client fails or neglects to pay the Company the amount due under Clause 14.2 causing any suspension of Works at the Unit;
13.2(i) Compliance with any changes to any law, regulations, by-law or terms and conditions of any Appropriate Authority.
13.2(j) Delay of defects rectification works by the developer under Clause 8.4.
14.0 Certificates And Payment
14.1 Amount due in payment certificate
Upon the issuance of the Payment Certificate, the Client shall pay the amount to the Company within three (3) days from the date of receipt.
14.2 Suspension of Works
Without prejudice to the Company’s right to terminate the Agreement under Clause 15.0, if the Client fails or neglects to pay the Company the amount due as shown in the Payment Certificate after the expiry of the said three (3) days from the date of receipt, the Company may by a further written notice delivered to the Client, forthwith suspend the execution of the Works until such time payment is made. Provided always that such notice shall not given unreasonably or vexatiously.
14.3 Entitlement of Defects Liability Period
In the event the Client fails or neglects to pay the Company the amount due as shown in the Certificate of Final Payment, whether or not the Client has certified the Certificate of Handover, the Client shall not be entitled for any defects rectification works during Defects Liability Period under the provisions of Clause 11.4.
15.0 Termination Of Agreement
15.1 Termination of Agreement
The Company may terminate the Agreement if the Client fails or neglects to pay the Company the amount due on any certificate for consecutive fourteen (14) days upon the date of issuance of written notice of suspension of work.
15.2 Procedure of Termination
Upon the occurrence of default under Clause 15.1, and if the Company decides to terminate the Agreement then, the Company shall give the Client a written notice specifying the default. If the Client shall continue with such default for seven (7) days from the receipt of the such written notice, then the Company may, within three (3) days from the expiry of the said seven (7) days, by further written notice, forthwith terminate the Agreement. Provided always that such notice shall not be given unreasonably or vexatiously.
16.0 Copyright In Respect Of Works Executed By The Company
16.1 Copyright in respect of the works
Pursuant to Section 14 of the Copyrights Act 1987 (Act 332), copyright in all documents, drawings and photos prepared by the Company, including any works executed from such documents and drawings, shall remain the property of the Company and shall be transferred to the Client upon Work completion.
Any written notice or other document to be given under the Agreement shall be given or sent by and shall be deemed to have been duly served upon and received by the addressee:
17.1(a) if delivered by hand, at the time of delivery;
17.1(b) if transmitted by way of electronic transmission, at time of transmission.
17.2 Consultation Hours
The Company may (but not obliged to) respond the Client any form of calls or electronic transmissions between 1830-0930 hours of the day, including the weekly day of rest and gazetted holidays in the location where the Works is carried out.
18.0 Governing Law
18.1 Governing Law
The law governing the Agreement shall be the Laws of Malaysia.
In the event you come across any abuse or violation of agreement, please report the same to the following address: firstname.lastname@example.org