Contractor means the person(s), firm, company, consortium, joint venture, whose Tender has been accepted by CEM and includes the Contractor's personnel, successors and permitted assignees.

Time for completion means the guaranteed time of completion of the Works as defined hereinafter.

Site(s) means all places where the Works are to be executed or other places provided by CEM for the purposes of the Contract.

Contract Price means the sum finally agreed upon subject to such additions hereto or deductions therefrom as may be made under the provisions hereinafter contained.

LOA letter of acceptance means letter notifying the selected Tenderer of the acceptance by CEM of his Tender and setting out the Contract conditions.

1. This Contract shall enter into force upon the signature of the Letter of Acceptance, not with standing the provisions set forth in the Instruc-tions to Tenderers whereby, the Contractor shall arrange to commence the Works upon receipt of the Letter of Acceptance. It shall cease upon signature of the Defects Liability Certificate.
   
   
2. This Contract shall consist of the following documents including their amendments and other related documents:
   * The Letter of Acceptance
   * The Special Conditions of Contract
   * These General Conditions of Contract
   * The Tender Specification
   * The Minutes of Clarification meetings (if applicable)
   * The Tenderer's Proposal
   
   
3. Each Contract document shall constitute an integral part of this Contract to the extent that each shall interpret and complement the other.
   
   
4. In case of apparent contradictions in the Contract documents, to the extent that they cannot be reconciled, the preceding document shall prevail over the documents that follow, in the sequence set forth here above and, for documents on the same level as per above list, that document issued at a later date shall prevail over the earlier ones.
   
   
5. The Contractor, by accepting the LOA waives his general and any particular terms and/or conditions of Business, except as otherwise agreed upon.
   
   
6. Except as otherwise provided for, no certificate given, no payment made nor any approval shall be construed as acceptance of faulty or defective works nor as relieving the Contractor of his obligation under this Contract to provide all the means necessary for a proper and professional execution of the Works.
   
   
7. If the Contractor intends to supply equipment which deviates from the description given in the Tender, it shall obtain prior written approval from CEM.

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1. The Contractor hereby declares that:
   

   	he possesses the necessary professional qualifications, skilled personnel, expertise.
   	he will make available the necessary facilities, manpower and services to perform the Works in an efficient, workmanlike and timely manner in accordance with all the conditions and terms of this Contract.

   
   
   
2. CEM hereby agrees to pay the Contractor in consideration of the execution of the Works the Contract prices at the times and in the manner prescribed by the Contract.

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Nothing contained in this Contract or any sub-Contract awarded by the Contractor or any agreement between the Contractor and any third party shall create any Contractual relationship between CEM and any third party, except as otherwise agreed upon.

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1. The Contractor shall be deemed upon signature of this Contract as having investigated and satisfied himself concerning the general and local conditions in Macau and particularly, but without limitation, with respect of the following:
   
   

   	access to and conditions of work in CEM premises
   	local laws and regulations
   	handling and storage facilities

   
   and all other matters which can in anyway affect the performance of the Works or the cost associated with it.
   
   
2. Failure of the Contractor to acquaint himself with any applicable conditions will not relieve him from his responsibility to properly estimating the difficulties or the cost of performing the Works at CEM's satisfaction.

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The Contractor shall be deemed to have satisfied himself as to the correctness and sufficiency of the prices which shall cover all his obligations under this Contract and all matters, and things necessary for the proper execution of the Works.

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1. The Contractor shall guarantee the due fulfillment of its obligations under this Contract by providing at his own expense a Performance Security in the form described below.
   
   
2. The Performance Security shall remain in force until 30 days after the date of Taking Over insofar as the Contractor has by that date fulfilled his obligations.
   
   
3. The Performance Security shall preferably be in the form of an unconditional bank Security or a certified cheque, in an amount of 10% of the Contract price.
   Bank security shall be payable in Macau and shall be issued by one of the approved banks. It must be payable to CEM on first demand, without any need for judicial settlement and despite any objection by the Contractor or the bank.
   Certified cheque shall be payable to CEM in Macau and drawn on one of the approved banks in Macau.
   
   
4. Due authority for an extension of the validity of this Performance Security shall be lodged by the Contractor with the Bank of Guarantor concerned if such extension is desired by CEM.
   
   
5. Should the Contractor fail to produce evidence of the establishment of the Performance Security on time, CEM shall be entitled to:
   
   

   	seize the Tender Security (if applicable);
   	terminate the Contract without compensation for the Contractor.

   
   Before applying such measure, CEM will send the Contractor a registered letter giving formal notice regarding the establishment of the Performance Security. This notice shall set a new time limit which will take effect from the date of postage of the letter.
   
   
6. Should the Contract price be changed by means of Variation Orders, the Contractor shall adjust the security accordingly. Should the Contractor fail to do so, CEM may deduct such equal amount from future payments and use it to replenish the Performance Security.