1. INSPECTION
   CEM may determine to undertake any inspection at the sites and shall have the right to reject any part of the Works found unsatisfactory where upon such rejected works shall be corrected, revised or replaced at the Contractor's expense.
   CEM shall decide whether, in his opinion, the Works are effectively in conditions to be accep-ted.
   
   
2. TAKING OVER
   

   	The Taking Over Certificate indicates that the Contractor has satisfactorily fulfilled his contractual obligations up to the date of issuing the certificate.
   	After Taking Over, it shall mark the commencement of the defects liability period and the transfer of property and risks to CEM.
   	The Taking Over shall be recorded in a certificate signed by both parties. This certificate may be issued even if minor faults or deficiencies still exist. These faults and deficiencies shall be recorded in the certificate and shall be remedied by the Contractor with due promptness.
   	Upon expiration of the defects liability period and after fulfill-ment of all claims related to the remedy of faults, the Works shall be deemed to be finally taken over.

1. The Contractor warrants the quality of the Works against all defects in the materials, equipment, workmanship for a period of from and after the Taking Over as stated in the Special Conditions of Contract.
   
   
2. The Contractor also warrants that the performance data stated in the Contract documents are met.
   
   
3. During the defects liability period, the Contractor shall repair, make good any defect, deficiency or fault arising from defective design, materials or workmanship or from any act or omission by the Contractor at his own cost and expenses including transport, handling and insurance, with all possible speed and with minimum disturbance to CEM's regular operations.
   
   
4. In the event that such a fault or deficiency as defined in 13.3 hereabove, affects systematically similar parts of the Works, CEM shall have the right to request the Contractor to replace, renew all parts of that nature even those not yet affected by the fault or deficiency.
   
   
5. In the event that the Contractor finds more convenient to replace parts of the Works by parts of a different origin, he shall obtain a written agreement from CEM.
   
   
6. The Contractor and his guarantor shall be liable for the satisfaction and full performance of the Warranties as set forth herein.
   
   
7. The Contractor's defects liability shall not cover damage caused by incorrect treatment for which the Contractor is not responsible.

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1. REJECTION
   

   	If the Works or parts thereof are found defective or faulty or not in accordance with the Contract documents, CEM shall have the right to reject the Works or part thereof.
   	The Contractor's claim for any payment connected with the rejected Works is void by the act of rejection and the Contractor shall immediately reimburse to CEM any advance payments received for the rejected parts of the Works.

   
   
   
2. EVENTS OF DEFAULT
   

   	If the Contractor abandons the Works if he seriously violates any of the conditions or provisions of this Contract if he refuses or fails to perform properly any portion of the Works if CEM determines that the time schedule is not being maintained and particularly if the delivery of equip-ment, services, is delayed by more than days for reasons for which the Contractor is responsible if the Works cannot be taken over within 1 month after the contractual date for Taking Over for reasons for which the Contractor is held responsible if the Works or part thereof are sublet without the required approval by CEM, and if 7 working days after receipt from CEM of a written notice of default, the Contractor fails to remedy or to provide satisfactory evidence that such fault will be corrected, then CEM may, without notice to the Contracto-r's guarantor, withhold any amount otherwise due under the Contract and terminate by written notice the Contractor's rights to proceed with the Works, with immediate effect.
   	Upon such termination, CEM shall have the right to complete and/or correct the Works by whatever method CEM may deem appropriate. The expense of so completing and/or correcting the Works will be charged to the Contractor and such expense will be deducted by CEM out of such moneys as may be due or may become due to the Contractor.
   	If such expense exceeds the sum which would have been payable under this Contract, the Contractor, his guarantor and sureties shall be liable for and shall pay to CEM upon demand the amount of such excess. 14.2.4 CEM shall not be liable for any damages, loss of antici-pated profits on account of such termination.
   	Upon receipt of the termination notice, the Contractor shall deliver to CEM any data, plans, specifications, completed works, etc. as may have been acquired or prepared by the Contractor to CEM, subcontracts, purchase orders as designated by CEM.
   	Nothing contained herein shall prejudice the rights of CEM to take whatever action deemed to be appropriate to obtain the satisfactory performance of the Contract.
   	In the event the Works have been suspended for more than the half of the total time for completion for reasons beyond the control of the Contractor and CEM and not due to the fault or negligence of any party then both parties shall have the right to terminate the Contract and CEM shall pay to the Contractor all the amount due at that time.

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1. CEM shall pay the Contract prices as defined in the price schedule as compensation in full for the performance of the Works, for all responsibilities, liabilities of the Contractor under this Contract, for all damages, losses, which may arise out of the performance of the Works, for all risks connected to it, except as may be expressly provided for in this Contract.
   
   
2. The Contractor shall pay all taxes, duties etc. due or to become due in connection with the Works.
   
   
3. The payment will be made in accordance with the schedule provided in the Special Condtions of Contract.
   
   
4. Payments are made against invoices presented by the Contractor. Invoices shall be duly documented and shall be subject to CEM's approval.
   
   
5. Approved invoices shall be paid by CEM in the contractual currency(ies) within 30 calendar days after their receipt or as stated in the Special Conditions of the Contract.
   Not approved invoices shall be returned to the Contractor within 10 working days after their receipt.

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1. APPLICABLE LAWS
   

   	The provisions of this Contract shall form a self contained source of Law for the interpretation of this Contract.
   	The proper Law shall be the Laws of Macau Special Administrative Region of the People’s Republic of China.
   	The Contractor shall comply with all provisions and conditions of the Law in force in Macau SAR, and shall be responsible and liable for any infringement by himself, his employees or by any sub-contractor or Contractor.
   	The Contractor shall ensure that all his employees and workers dedicated to perform the works possess legal working permits in accordance with the Law in force in Macau SAR.
   	Based on the Macau Law 1/89M which was printed on "Boletim Oficial" no. 16, 17 Abril/89, those overseas Contractors without branch office in Macau are required to perform a Commercial Registration (submission of M/1 Declaration Form) at Repartição de Finanças of Direcção dos Serviços de Finanças (Finance Bureau of Macau). A witnessed photocopy of M/1 Declaration Form should be presented to CEM before any payment will be effected.