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DOCUMENT A4

CONDITIONS OF CONTRACT
CONTRACT FOR DESIGN, SUPPLY, DELIVERY, INSTALLATION, TESTING AND
COMMISSIONING OF UPGRADING THE UNIVERSITI UTARA MALAYSIA INTERNET
SERVICES
CONTRACT NO: UUM/BEN/T311/ 2014
A CONTRACT made the _____ day of _______ between _________________________
of whose Registered Office is situated at _________________________________
hereinafter called the "Contractor of the one part and UNIVERSITI UTARA MALAYSIA
hereinafter called the "University" of the other part.
WHEREAS the University is desirous of awarding the contract to the Contractor and the
Contractor agrees to DESIGN, SUPPLY, DELIVERY, INSTALLATION, TESTING AND
COMMISSIONING OF UPGRADING THE UNIVERSITI UTARA MALAYSIA INTERNET
SERVICES (Hereinafter called the "Project" and has caused Specifications describing the
Project to be supplied).
WHEREAS the said Project and the Specification, Schedules, Form of Tender and Letter of
Acceptance of Tender have been signed by or on behalf of the parties hereto:
NOW IT IS HEREBY AGREED AS FOLLOWS:
1.

For the consideration here in after mentioned the Contractor will upon and subject to
the Conditions annexed hereto complete the supply of the said Project and deliver
the same to the Office of the Vice Chancellor, Universiti Utara Malaysia, Sintok,
Kedah, Malaysia, at his own cost except as hereinafter mentioned.

2.

The University will pay the Contractor for the Project supplied the sum of Malaysian
Ringgit : _________________________________________________ being the
Contract Price of the said Project at the office of the Vice Chancellor, Universiti Utara
Malaysia, Sintok, Kedah, Malaysia, which includes assembly, port handling, loading
and unloading at the port of discharge and the office of the Vice Chancellor,
Universiti Utara Malaysia, Sintok, Kedah, Malaysia, or such other sum as shall
become payable hereinafter referred to as the Contract Price.

3.

The term "Contract" wherever used and in all contract documents shall mean the
documents forming the Tender and acceptance thereof together with the documents
referred to there in including the Conditions annexed here to, the Specification
and/or Drawing and all these Documents taken together shall be deemed to form
one contract and shall be complementary to one another. The conditions annexed
here to shall form the basis of conditions governing this Contract.

4.

The term "Vice Chancellor" wherever used here in after and in all contract
documents shall mean the Vice Chancellor, Universiti Utara Malaysia and his
successors in office and also such person or persons as may be authorised by him

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in writing to act on his behalf for the purpose of this Contract on behalf of the
University.
5.

The term "Approved" and "Directed" wherever used hereinafter and in all contract
documents shall mean the approval and direction made in writing by the Vice
Chancellor.

6.

The term "Contractor wherever used here in and in all contract documents shall
mean the person or persons, partnership, firm or company whose tender has been
accepted and who has or have signed this Contract and shall include his or their
heirs, executors, administrators, assignees, successors and duly appointed
representatives.

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IN WITNESS WHEREOF the Parties have caused this Contract to be executed in their
respective name by their duly authorised representatives the day and year first above
written.
Signed for and on behalf of
the UNIVERSITI UTARA MALAYSIA

)
)

Name

IC

) ______________
)
(Signature)
)
)
)

Designation:

In the presence of
Name

)
)
) ________________

) (Witness's Signature)

IC

Designation:

)
)
)

Signed for and on behalf of


the

)
)

Name

IC

) ______________
)
(Signature)
)
)
)

Designation:

In the presence of
Name

IC

)
)
) ________________
) (Witness's Signature)

)
)
)

Designation:

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THE CONDITIONS HEREINAFTER REFERRED TO AS THE CONDITIONS OF


CONTRACT
CLAUSE 1- DEFINITION OF TERMS
a)

Contract
The term "Contract" wherever used and in all contract documents shall mean
the documents forming the tender and acceptance thereof together with the
documents referred to therein including the Conditions annexed hereto, the
Specification and/or Drawing and all these Documents taken together shall
be deemed to form one contract and shall be complementary to one another.

b)

Contract Price
The term "Contract Price" wherever used hereinafter and in all contract
documents shall mean the price that the University agrees to purchase the
Project.

c)

University
The term "University" wherever used hereinafter and in all contract
documents shall mean the Universiti Utara Malaysia.

d)

Vice Chancellor
The term "Vice Chancellor" wherever used hereinafter and in all contract
documents shall mean the Vice Chancellor, Universiti Utara Malaysia and his
successors in office and also such person or persons as may be authorised
by him in writing to act on his behalf for the purpose of this Contract on behalf
of the University.

e)

Approved/Directed
The term "Approved" and "Directed" wherever used hereinafter and in all
contract documents shall mean the approval and direction made in writing by
the Vice Chancellor.

f)

Contractor
The term "Contractor" wherever used herein and in all contract documents
shall mean the person or persons, partnership, firm or company whose
tender has been accepted and who has or have signed this Contract and
shall include his or their heirs, executors, administrators, assignees,
successors and duly appointed representatives.

g)

Project
The term "Project wherever used herein and in all contract documents shall
mean the Design, Supply, Delivery, Installation, Testing And
Commissioning of Upgrading the Universiti Utara Malaysia Internet
Services.

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h)

Comprehensive Warranty
The term "Comprehensive Warranty" wherever used herein and in all
contract documents shall mean complete and Comprehensive Warranty of all
the system supplied by the Contractor under this contract.

i)

Hardware
The term hardware whenever used herein and in all contract documents
shall mean any operating equipment that the University agrees to be installed
or agrees to purchase for the Project under this Contract.

j)

Software
The term software whenever used herein and in all contract documents
shall mean the any software that the University agrees to be installed in any
equipment for the Project under this Contract.

k)

Equipment
The term Equipment whenever used herein and in all contract documents
shall mean all the hardware and software that the University agrees to be
installed for the Project under this contract.

CLAUSE 2 - SCOPE OF CONTRACT


The Contract
comprises the supply, testing, transport and delivery to site,
installation, testing, commissioning, maintaining and training of all the Project fully
comprehensive and, except in so far as the Contract otherwise provides, the
provision of all labour, materials, Contractor's equipment and everything, whether of
a temporary or permanent nature, required in and for such supply, testing, transport
and delivery to site, installation, testing, commissioning and maintaining so far as the
necessity for providing the same is specified in or reasonably to be inferred from the
Contract.
CLAUSE 3 CONTRACT AGREEMENT
The Contract, the Contract Drawings and Specifications/Schedules, aforesaid
shall remain in the custody of the University and shall be produced as and when
required by the Contractor. The Vice Chancellor shall furnish to the Contractor
one copy of the signed Contract, Drawings and Specifications/Schedules free of
cost.
CLAUSE 4 WARRANTY
4.1 All equipment to be supplied by the Contractor under this Contract shall be as
follows:
4.1.1 The Hardware and Software warranty shall be a period of thirty six
(36) months from the issuance of the Final Acceptance Certificate
against manufactures defects on materials and workmanship as well

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as performance of the System to conform to Specification of the


Contract.
4.2 Any components of the Hardware and/or the Software found defective within the
respective Warranty Periods shall, under the written instructions of the Vice
Chancellor, be replaced or repaired by the Contractor under its own expense
and subject to the same terms and conditions imposed on the original
Contract.
4.3 Any replacement by the Contractor under Clause 4.2 shall be effected at the
earliest date upon the receipt of the written instructions from the Vice
Chancellor.
4.4 Any failure on the part of the Contractor to comply with Clause 4.2 and/or Clause
4.3 will entitle the Vice Chancellor to:
i)
ii)

Purchase replacement components from any third party; and


All incidental cost incurred in the purchase shall be at the
expense of the Contractor and:
a)

Shall be deducted from any moneys due or becoming due to


the Contractor under this Contract; or

b)

The University may claim from the Contractor as liquidated


damages.

CLAUSE 5-DAMAGE
The Contractor shall be solely responsible for the packing and handling of the
equipment. Any damage to the equipment caused by the Contractor or his agent
shall be made good by the Contractor.
CLAUSE 6-DUTIES, TARIFFS, ETC.
(a)
If at any time after the date of acceptance of the Tender for this Contract
there is any increase or decrease in any existing tax, duty, tariff or if there is
any additional tax or the like imposed under statutory obligations, then any
variations thereby caused to the prices of the equipment to be supplied under
this Contract shall be adjusted by way of increase or decrease as the case
may be and the Contract Price shall be adjusted accordingly.
(b)

The Contractor shall, when required by the Vice Chancellor produce


documentary evidence in support of any claims, which may be made in
respect of any circumstances referred to in sub-clause (a) above.

CLAUSE 7-DATE OF COMPLETION


(a)
The supply of all Projects, installation, testing, commissioning and of all other
items in the Contract shall be completed on or before the 16th week after the

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"date of signing the Contract" subject to the provisions for extension of time
hereinafter mentioned.
(b) In the event of the Contractor failing to complete the supply of any equipment
and works under this Contract on or before the Date of Completion, or on or
before any extended time as hereinafter provided, except in such circumstances
provided for in Clause 8 hereof, the Vice Chancellor shall have the right to cancel
all or any such equipment and works not delivered or completed under this
Contract without any compensation and obtain such equipment and works from
other sources. Should the cost of any such equipment and works obtained from
other sources be greater, then the difference in cost shall be deducted from any
money due or to become due to the Contractor or shall be recoverable by the
University as a liquidated demand in money.
CLAUSE 8-DELAY AND EXTENSION OF TIME
(a)
Should the completion of the supply of all or any Project and works, or the
fulfilment of any other obligations under the terms of this Contract, be
delayed by reason of acts of God, outbreak of war, acts of foreign
aggression, civil war, hostilities, martial laws, civil commotions, or industrial
disputes or causes beyond the reasonable control of either party then a fair
and reasonable extension of time shall be granted by the Vice Chancellor.
Upon the happening of any of the aforementioned causes the party affected
shall immediately give notice thereof in writing to the other party but shall
nevertheless do all that may be reasonably expected to minimise the delay.
(b)

If any of the causes specified in paragraph (a) of this Clause should


materially affect the fulfilment of this Contract, any question concerning the
continuous, suspension or termination of this Contract shall be settled by
mutual agreement as such between the parties or, failing such agreement, it
shall be settled by Arbitration in accordance with Clause 29 of this Contract.

CLAUSE 9-DELIVERY AND PAYMENT

a) The Contractor shall be responsible for the delivery of the equipment to be


supplied under this Contract to the point of delivery elsewhere stated
herein. He shall notify the Vice Chancellor in writing of such delivery and
shall hand over the equipment and obtain a receipt therefore from the Vice
Chancellor. The issue of such receipt shall in no way relieve the Contractor
from his responsibilities for replacing defective or damaged equipment
under Clauses 4 and 5 hereof
b) Payment shall be made quarterly; in advance.
c) The first payment will be made upon complete of workable installation. The
Contractor in writing will acknowledge the date of workable installation.
d) The University shall be entitled to deduct from any such payments any money,
which is certified by the Vice Chancellor to be due to the University, by the

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Contractor by reason of any default or breach of this Contract by the


Contractor.
CLAUSE 10-VARIATION AND EXTRA
The Vice Chancellor shall have the right during the execution of the Contract, to
make or cause to be made, any variations from the original drawings and
specifications and to increase the quantities of any item(s) or to omit any item(s), or
to insert any additional item(s) without the consent of the Contractor, in accordance
with the Schedules of Rates to be agreed upon by both parties.
If any item, other than those given in the Schedule of Rates is required to be
supplied and installed or to be deleted from the main contract, then the Vice
Chancellor shall require the Contractor to quote with detailed breakdown costs for
his consideration. Upon agreement with the costs in writing, only shall the additional
item(s) be supplied and installed or to be deleted, as required. Any such additions
or deletions shall be subjected to the overall conditions and Specification of the
Contract.
All variations shall only be executed on written instructions from the Vice Chancellor.
CLAUSE 11-TRAINING
(a)
The Contractor undertakes to train suitable personnel nominated by the Vice
Chancellor in accordance with an agreed schedule. The training shall be
such that the trainees may get an adequate knowledge in Internet Services.
The schedule referred to the above shall be mutually agreed upon between
the University and the Contractor.
(b)

Further training if requested by the University shall be provided at a


reasonable charge.

(c)

The Contractor shall provide all the necessary reference manuals and
documents for the University to operate the said Project smoothly.

CLAUSE 12-PATENT RIGHT


The Contractor shall fully indemnify the University against any claim of infringement
of Letters of Patent or Registered Design for the use or sale of any equipment or
material supplied by the Contractor under this Contract and against all costs and
damages which the University may incur in any action for such infringement or for
which the University may become liable in any such action. Provided always that
such indemnity shall not apply to any infringement, which is due to the Contractor
having followed a design or instruction furnished or given by the Vice Chancellor.
CLAUSE 13-QUALITY AND PERFORMANCE
Wherever in any Specification forming part of this Contract any equipment is
stipulated to conform to a designated Standard Specification or to give certain
performance figures in operation, the Contractor shall furnish, at the time of

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supplying such equipment, certificates showing that the necessary tests have been
carried out and that the specified figures, subject only to the recognized tolerances
and rejection limits applicable to such figures, have been obtained.
CLAUSE 14-SUB-CONTRACTING
The Contractor shall not, without the written consent of the Vice Chancellor first
obtained, assign this Contract or sub-contract all or any portion of the works,
provided that, such consent shall not be unreasonably withheld to the prejudice of
the Contractor. In the event of any portion of the Contract being sub-contracted with
the written consent of the Vice Chancellor, the Contractor shall be jointly and
severally responsible with the sub-contractor for the due observance by such
authorised sub-contractors of all the terms, stipulations and conditions herein
expressed.
CLAUSE 15-TECHNICAL ADVICE
The Contractor shall agree to give normal technical advice with regard to the
installation, operation and maintenance of the Project under this Contract and all
such advice shall be given at no charge.
CLAUSE 16-PROJECT COMPLETION
The Project shall be fully installed and operational on the Date of Completion as
provided in Clause 7 (a) subject to extension of time provided under Clause 7 (b).
Failure by the Contractor to comply with this Clause will entitle the Vice Chancellor
to involve Clause 17 stated herein.
CLAUSE 17-LIQUIDATED DAMAGES
The Contractor shall comply with Clause 16 and testing and commissioning of the
Project together with the training of the University staff on the use of the Project by
the Date of Completion as provided in Clause 7 (a) subject to extension of time
provided in Clause 7 (b). Provided delay is not caused by the University, failure on
the part of the Contractor shall entitle the Vice Chancellor to impose a liquidated
damage of 0.05 percent of the Total Contract Price per day for the number of days
delay as liquidated damages until the Date of Completion of the Project.
CLAUSE 18-INJURY TO PERSONS, DAMAGE TO PROPERTY AND INSURANCES
(a)
Injury to persons - The contractor shall indemnify the University in respect of
any liability, loss, claim or proceedings whatsoever, whether arising at
common law or by statute in respect of personal injuries to or death of any
person whomsoever arising out of or in the course of or caused by the
execution of the works under this Contract unless wholly due to any act or
neglect of the University or his servants.
(b)

Damage to property - The Contractor shall be liable for and shall indemnify
the University in respect of any liability, loss, claim, or proceedings and for
any injury or damage whatsoever arising out of or in the course of or by
reason of the execution of the works under this contract to any property, real
or personal due to any negligence, omission or default of himself, his agents
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or his servants or of any authorised sub-contractor or to any circumstances


within his control.
(c)

Insurances - for the above coverage the Contractor is required to take out the
following insurance policies: i) Contractor's All Risks Policy.
ii) Workmen's Compensation Policy.
The contractor is required to submit a certified copy of the insurance policy
for the university safekeeping.

CLAUSE 19-PERFORMANCE BOND


(a)
The Contractor, for the due and faithful performance of this Contract shall
deposit with the University the cash amount or an approved Banker's
Warranty / Insurance Warranty equal to two and half percent of the Contract
Price as the Performance Bond if the Contract Price is less than
RM500,000/- and five percent of the Contract Price as the Performance Bond
if the Contract Price is RM500,000/- or larger. It is agreed that the University
may utilise and make payments out of, or deductions from the said
Performance Bond in accordance with the terms of this Contract.
(b) The Performance Bond (or any balance thereof remaining for the credit of the
Contractor) shall be released on the expiry of the Warranty Period referred to
in Clause 4 of the Conditions of Contract or thirty six (36) months after the
Date of Completion as provided in Clause 7 whichever is later.
CLAUSE 20-BRIBERY AND CORRUPTION
If at any time after the acceptance of the Contractor's tender for this Contract, the
Contractor shall be found guilty of an offence under the Prevention of Corruption Act,
1961 (as amended), or an offence of a similar nature under any law for the time
being in force, the Vice Chancellor may, without compensation by giving four week's
written notice to the Contractor, terminate this Contract, provided that the Contractor
shall not be relieved of his obligation to supply and deliver any Project for which
orders had been received by him before the date of termination, i.e. the last date of
the four (4) weeks written notice.
CLAUSE 21-STAMP DUTY
The Contractor undertakes to pay stamp duty on this Contract or to arrange for
waiver of the same and to remit all registration fees.
CLAUSE 22-CERTIFICATE
The Contractor shall furnish with every consignment of Project delivered, a
certificate to the effect that the quality of the Project so delivered is not inferior to the
sample for which the contract was awarded or to the quality laid down in the tender
specification whichever is applicable.

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CLAUSE 23-FREIGHT INSURANCE OF PROJECT


The Contractor shall in the joint name of the University and the Contractor purchase
freight Insurance for each Project, which cover the route from port of landing to the
final site of installation. He shall allow for the cost of this in his contract.
CLAUSE 24-CONTRACTOR'S DEFAULT AND TERMINATION OF CONTRACT BY THE
VICE CHANCELLOR
If the Contractor neglect to execute the Contract with due diligence and expedition,
or refuse or neglect to comply with any reasonable orders given him in writing by the
Vice Chancellor in connection with the Contract or contravene the provision of the
Contract, the University may (without prejudice to any other rights herein contained)
by notice sent by registered post, terminate this Contract; provided that notice
hereunder shall not be given unreasonably or vexatiously. In such case, the
University shall be at liberty to take the Contract wholly out of the Contractor's hands
and re-contract with another person or persons to complete the Contract and in that
event the University shall have the free use of all the Contractors Project in
connection with this Contract. The University shall also be entitled to retain and
apply any money due or to become due to the Contractor under this contract.
Should the cost of completing the contract thus be greater, the difference in cost
shall be recovered by the University as a liquidated demand in money.
CLAUSE 25-CONTRACTOR TO INFORM HIMSELF FULLY
The Contractor by tendering shall be deemed to have satisfied himself as to all the
conditions and circumstances affecting the Contract Price, as to the possibility of
executing the Project as shown and described in the Contract, as to the general
circumstances at the site of the works and as to the general labour position at the
site, and to have fixed his prices according to his own view for these as no additional
allowance, except as otherwise expressly provided, will afterwards be made beyond
the Contract Price. The Contractor shall be responsible for any misunderstanding or
incorrect information however obtained except information given in writing by the
Vice Chancellor.
CLAUSE 26-PROVISIONAL ACCEPTANCE
(a)
The Contractor shall allow the University to test the Project for a period of seven
(7) working days from the date of complete delivery and installation of the
Project, or 95 hours whichever is later. Upon the Project performing in accordance
to the specification stipulated in the contract, and with downtime of not greater
than five (5) percent of the total period of testing, the Project shall be given
Provisional Acceptance by the Vice Chancellor.
(b)

System Down Time (SDT) is defined as follow:


Total Non-operational Hour
SDT= ------------------------------------------------x 100%
Total Required Operational Hours
Where:
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(i)

Non-operational Hours means the elapsed time commencing from the point
the University Informs the Contractor that the project cannot be used to the
time the Contractor has fully repaired the Project and the Project is usable.

(ii)

Total Non-operational Hours therefore is the total sum of Non-operational


Hours during the Provisional Acceptance Test Period.

(iii) Non-operational Hours means the elapsed time between the hours of 8.00
am to 10.00 pm Saturday to Thursday, where the University intends to
operate the Project.
(iv) Total Operational Hours there is the number of hours whereby the University
intends to operate the Project over the Provisional Acceptance Test Period.
(c)

The University shall be entitled to extend the period of testing upon detecting of
any fault the Project due to any defective of workmanship, materials or system
design or any interest or any inherent weaknesses.

(d)

The date of Provisional Acceptance will be acknowledged by the University in


writing.

CLAUSE 27-FINAL ACCEPTANCE


(a)
The University shall operate the Project for a period of one (1) month from the
date of Provisional Acceptance or 500 hours whichever is later to determine the
Final Acceptance of the Project. Upon the Project performing in accordance to the
specifications stipulated in the Contract, and with a downtime of not greater than
five (5) percent of the total period of operation, the Project will be given Final
Acceptance by the Vice Chancellor.
(b)

System Down Time (SDT) is defined as follows:


Total Non-operational Hour
SDT= ------------------------------------------------x 100%
Total Required Operational Hours
Where:
(v)

Non-operational Hours means the elapsed time commencing from the point
the University Informs the Contractor that the project cannot be used to the
time the Contractor has fully repaired the Project and the Project is usable.

(vi) Total Non-operational Hours therefore is the total sum of Non-operational


Hours during the Final Acceptance Test Period.
(vii) Non-operational Hours means the elapsed time between the hours of 8.00
am to 10.00 pm Saturday to Thursday, where the University intends to
operate the Project.
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(viii) Total Operational Hours there is the number of hours whereby the University
intends to operate the Project over the Final Acceptance Test Period.
(d)

The University shall be entitled to extend the period of testing upon detecting of
any fault the Project due to any defective of workmanship, materials or system
design or any interest or any inherent weaknesses.

(d)

The date of Final Acceptance will be acknowledged by the University in writing.

CLAUSE 28-MAINTENANCE
The Contractor shall provide Comprehensive Maintenance service free of charge
twelve (12) months for all hardware software after the Date of Completion as
provided in Clause 7.
CLAUSE 29-STANDARD AGREEMENT FOR MAINTENANCE
The Contractor shall submit a copy of Standard Condition for provisions of fully
Comprehensive Maintenance services as used by his/their company. The
maintenance services will cover the Project, during defect liability period of thirty six
(36) month after the Date of Completion as provided in Clause 7.
CLAUSE 30-LOCAL AND OTHER AUTHORITIES NOTICES AND FEES
The Contractor shall comply with, and give notice required by any written law,
regulations and by-laws of any Authority and/or any Public Services Company or
Authority related to the supply and works or with whose system in the same area or
will be connected and he shall pay and indemnify the authority against any fees or
charges desirable by-law thereunder in respect of the supply and works.
CLAUSE 31-ARBITRATION
Provided always that in case any dispute or difference except a dispute or difference
as to rates of wages or conditions of employment of workman employed by the
Contractor in and for the performance of this Contract including workmen employed
by nominated sub-contractor and by authorised sub-contractor engaged directly by
the Contractor shall arise between the University or the Vice Chancellor on his
behalf and the Contractor, either during the progress or after completion of the
works or after the termination, abandonment, or breach of the Contract or as to any
matter or things arising thereunder, or as to the withholding by the Vice Chancellor
of any certificate to which the Contractor may claim to be entitled, then the Vice
Chancellor shall determine such dispute or difference by a written decision given to
the Contractor. The said decision shall be final and binding on the parties unless the
Contractor within 14 days of the receipt thereof by written notice to the Vice
Chancellor disputes the same, in which case or in case the Vice Chancellor for 14
days after a written request to him by the Contractor fails to give a decision
aforesaid, such dispute or difference shall be referred to a single arbitrator in
accordance with the provisions of the Arbitration Act 1952 and any statutory
modifications or re-enactment thereof for the time being in force in Malaysia and his
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or her decision shall be binding in both parties. Such reference, except on the
question of payments, shall not be commenced until after the completion of the
works, unless with the written consent of the Vice Chancellor and the Contractor.
The arbitrator shall have the power to review and revise any certificate, opinion,
decision, requisition or notice and to determine all matters in dispute which shall be
submitted to him and of which notice shall have been given as aforesaid in the same
manner as if no such certificate, opinion, decision, requisition or notice had been
given. Upon any such reference the cost of an incidental to the reference and award
shall be in the discretion of the Arbitrator, who may determine the amount thereof, or
direct the same to be taxed as between solicitor and the client or between party and
party and shall direct by whom and to whom and in what manner the same shall be
borne and paid. This submission shall be deemed to be a submission to arbitration
within the meaning of the Arbitration Act.
CLAUSE 32- APPLICATION OF LAWS
The Contract shall be governed and interpreted in accordance with the Law of
Malaysia.

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