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Example Work Contract

This contract establishes the terms and conditions for a contracting company to carry out civil works to implement a sales hall at the facilities of a machinery company. The contracting company agrees to execute the works within a period of 25 days in exchange for a fixed payment of S/./54,465.26. The contract details the scope of the works, the payment schedule, the obligations of both parties, and stipulates that the machinery company may request variations in the...
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0% found this document useful (0 votes)
15 views10 pages

Example Work Contract

This contract establishes the terms and conditions for a contracting company to carry out civil works to implement a sales hall at the facilities of a machinery company. The contracting company agrees to execute the works within a period of 25 days in exchange for a fixed payment of S/./54,465.26. The contract details the scope of the works, the payment schedule, the obligations of both parties, and stipulates that the machinery company may request variations in the...
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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WORK CONTRACT IN THE EXTENDED SUM MODE

Hereby, this document constitutes the WORK CONTRACT (hereinafter, the 'Contract') that
they celebrate, on one hand, NISSAN MAQUINARIAS S.A., identified with RUC
No. 20160286068, with address for these purposes at Av. Camino Real No. 390, Tower
Central, Office 1401, San Isidro district, province and department of Lima,
duly represented by its General Managing Director Mr. Carlos Andrés
Enrique Chiappori Samengo, identified with ID No. 06544364, whose power is registered
in Electronic Entry No. 01634321 of the Legal Entities Registry of the Office
Lima Registry, hereinafter referred to as 'MACHINERIES'; and on the other side,
MBP INMOBILIARIA SAC, with RUC No. 20511945438, located at Av. Primavera
120, of. 224A, Surco District, Lima province and department, duly
represented by its General Manager Mr. Frans Leonardo Peralta Blas, identified with
ID No. 08689455, whose powers are registered in Electronic Record No. 11812172
of the Legal Entities Registry of the Registral Office of Lima, hereinafter referred to as
he shall be called 'THE CONTRACTOR' under the following terms and conditions:

CLAUSE FIRST.- BACKGROUND

1.1 MACHINERY is a company dedicated to the import, distribution, and sale of


vehicles and machinery; likewise, MACHINERY provides maintenance services and
repair of the referred vehicles in their service workshops.
1.2 THE CONTRACTOR is a closed joint-stock company dedicated to executing civil works.

1.3 MACHINERY requires hiring the execution of civil works for the Implementation
from the Renault Sales Room, which includes: (i) the partial modification of the facade with
installation of tempered glass; (ii) implementation of stairs and door for entry
peatonal; (iii) instalación de porcelanato; (iv) adecuación de estructuras metálicas
with the installation of TR4 panels; and, (v) electrical installations for jobs
work, as detailed in the Work Budget No. 080312 of March 7
from 2012, in the premises located at Av. Tomas Valle 601, district of San Martín de
Porres, province and department of Lima (hereinafter, the “Works”), in accordance with
to the following specifications:
a.) The works subject to this contract have the purpose of
implement the Renault Machinery Sales Room.

Likewise, the works must be developed in accordance with the standards


indicated in the National Building Regulations and with all the laws,
ordinances, directives, technical standards, and other legal provisions
regarding the Work to be carried out, which the CONTRACTOR declares
to know.
b.) The work must be carried out in accordance with the general guidelines.
specified in the Work Budget No. 080312, prepared by THE
CONTRACTOR dated March 7, 2012, which is attached to this
Contract as Annex No. I and is an integral part of it.

Likewise, the Works must comply with what is stated in the Plans.
Works and Descriptive Memories approved by MACHINERY, attached to this
Contract in the capacity of Annex No. II and Annex No. III respectively.
c.) For the execution of the Works, MACHINERY will issue the order in a timely manner.
of the corresponding purchase.

SECOND CLAUSE. PURPOSE OF THE CONTRACT

2.1 Under this Contract, THE CONTRACTOR agrees to carry out the Work described.
in numeral 1.3. of the First Clause of this Contract.
2.2 The services to be provided by THE CONTRACTOR for the timely and effective
Execution of the Works will include -without being limiting but merely
declarative - the following obligations and responsibilities:
a.) Supply, manage, and direct the staff: Supervisor, Administrative and of
specialized labor for the execution and completion of the Work.
b.) Supervise the execution of the Work, maintaining full responsibility for
its timely and diligent execution to the full satisfaction of MACHINERY.

THIRD CLAUSE. RETRIBUTION

3.1 The parties expressly agree that the compensation for the execution of the
Works are agreed upon as 'civil works at a fixed price, for everything'
cost, with fixed cost.
3.2 The cost of the Works amounts to the sum of S/. 54,465.26 (Fifty-four
one thousand four hundred sixty-five and 26/100 New Soles), plus the Tax
Sales Manager (hereinafter, the "Compensation").
3.3 The Compensation includes the following:
a.) The budget items for the execution of the works indicated in numeral 1.3. of the
First Clause of this Contract is:
PROVISIONAL WORKS
CIVIL WORKS
METAL STRUCTURE
FLOORS
VDRIOS
PAINTING
ELECTRICAL INSTALLATIONS
b.) All materials (as specified in the budget), labor, use
and rental of construction equipment, tools, machinery, taxes of
all classes, technical direction, administrative expenses, labor aspects and laws and
social, compensation, insurance, in addition to any other expenses that may be
necessary to cover for the execution of the work, which must be
acquired directly by THE CONTRACTOR.
c.) All work performed for the execution of preliminary tasks,
such as for the execution of work directly related to the
execution of the Works.
d.) The transportation cost of the personnel of THE CONTRACTOR, as well as of the
materials, tools, and equipment used for the proper execution of the
Work, including the insurance that needs to be contracted for this.
transport
e.) The fees of THE CONTRACTOR.
3.4 MACHINERY reserves the right to request changes in the Works.
any moment. If these mean more work or an increase in the cost of the
Jobs, THE CONTRACTOR will have the right to the respective compensation according to
with the budget approved by MACHINERY. In case of such variations
they mean less work or a decrease in the cost of the Work, MACHINERY
You will have the right to the respective adjustment.

3.5 Both parties agree that THE CONTRACTOR has no right to any adjustment of
price during the execution of the Works (nor due to inflation, cost escalation,
etc.), except in the case described in numeral 3.4 of this clause.

FOURTH CLAUSE.- DISBURSEMENTS TO THE CONTRACTOR

The parties expressly agree that the Compensation will be paid by MACHINERY to THE
CONTRACTOR as follows:

4.1 MACHINERY will make payments to the CONTRACTOR against valuations according to
progress of the work. The last valuation, no less than 15% of the total value of the work,
will be paid by MACHINERY thirty (30) days after completion and
receipt of the works, constituting that sum the guarantee fund.
4.2 For the purposes of any payment to be made by MACHINERY in favor of THE
CONTRACTOR, the latter must submit the invoice in advance.
corresponding, strictly complying with the supplier payment policy
established by MACHINERIES, which THE CONTRACTOR declares to know and
accept.

FIFTH CLAUSE.- DELIVERY DEADLINE

5.1 THE CONTRACTOR must carry out the Work within a period of twenty-five (25) days
calendars counted from April 16, 2012 and ending
inevitably on May 11, 2012.
5.2 For the formal reception of the Works, MACHINERY must give its approval and
written acceptance, issuing a receipt record. For this, the Work
they must have been carried out in accordance with what was agreed upon by the parties in the
present Contract, with no observations from MAQUINARIAS
at the time of reception.

For the purposes of risk transfer, the Work will be considered delivered.
MACHINERY, when it has issued the corresponding receipt certificate.
definitive of the work.

SIXTH CLAUSE. RIGHTS AND OBLIGATIONS OF THE CONTRACTOR

6.1 In an indicative manner, the rights of the CONTRACTOR are the following:
a.) Receive the agreed payments in the fourth clause.
b.) Request the return of the guarantee letter of faithful compliance, to the
comply with the deadlines established in subsection p) of section 6.2.
clause. NO ADVANCE THEREFORE 15% WILL BE LEFT PENDING 30
DAYS AFTER DELIVERY OF WORK AS GUARANTEE
6.2 The obligations of THE CONTRACTOR, this relationship being illustrative but not
restrictive, the following:
a.) Carry out the work with the utmost diligence required in accordance with the
circumstances, responding for intent, gross negligence, and slight negligence.

b.) Execute the Works complying with the plans, reports, and others
characteristics, not being able to establish variations of any kind, except
express authorization and written of MACHINERIES, which can even be through
of emails.
c.) Execute the Jobs in full and to the satisfaction of MACHINERIES,
strictly adhering to the General Work Schedule and within the deadline
indicated in Clause Five.
d.) THE CONTRACTOR must assign a Resident Engineer for the Work, registered and
enabled by the College of Engineers of Peru, who will be the Responsible for
the correct execution of the work.
e.) Obtain at your cost the permit for waste disposal.
f.) To comply promptly with all corresponding legal obligations in
their status as an employer, whether of a labor, tax, social security or other nature
applicable; also committing to demonstrate MACHINERIES, at its request,
with verifiable documentation, that has fulfilled and continues to fulfill all
and each of the obligations mentioned in this literal; both in the
case of its workers, as well as third parties contracted by THE CONTRACTOR.
g.) Comply with current legislation regarding safety and precaution measures.
in safeguarding the life and health of its personnel, workers, employees, and third parties,
taking responsibility for any work-related accidents and exempting
MACHINERY for any complaint, administrative fine, report and/or
civil claims arising from these accidents. For this purpose, THE CONTRACTOR
must have a security engineer or preventionist during the
execution of the work that is responsible for fulfilling the obligations of
security to which their subordinates will be subject.
h.) Provide their workers with all personal protective equipment (PPE)
to carry out the Jobs for which he has been contracted. In case of failure to comply with
this section, MACHINERIES will apply to THE CONTRACTOR a penalty
ascending to S/.250.00 (Two hundred fifty and 00/100 New Soles) daily
for each violation and for each worker who does not comply with the use of the
mentioned teams.
i.) Perform the work using professional equipment and tools
suitable for this purpose, in good operating condition.
j.) Enter the equipment, tools, machinery, and others into the premises, where
the work will be carried out at times that do not affect operations
production, specific to MACHINERIES, likewise the schedule will be respected
work authorized by the corresponding municipality.
k.) Hire the Complementary Risk Work Insurance for all the
workers on the job, from the beginning of the work until its completion
same, in accordance with the provisions of Law No. 26790 and its regulations
regulatory and supplementary and verify that in the case that you hire
third parties have the same insurance under their responsibility.
THE CONTRACTOR will provide MACHINERY a detailed and written report
of its assigned personnel to the work, where it will be recorded of the
insurance (SCTR) for each of them, as well as the renewals and/or
updates of the same in case it is necessary during the execution of
the work. Said document is listed as Annex IV, which is an integral part
of this contract.
Notify at least two (02) days in advance about the work of
removal of material and dismantling of machinery, in order not to hinder the
access to the premises. Likewise, THE CONTRACTOR must locate the storage areas.
from the dismantling at points that do not interfere with the movement of people and
vehicles.
m.) Keep a work notebook or incident log, which must be in your
start signed by MACHINERY and THE CONTRACTOR through the Engineer
Site Manager, where the work progress should be recorded, the
ordinary facts of significance as well as the extraordinary ones that
tell. This notebook will be delivered at the end of the work with the
letter of receipt.
n.) Maintain absolute confidentiality regarding the celebration of this
Contract for the execution of the tasks assigned to him, as well as of the
information and documents provided to you and to which you have access to
relationship to the contracted jobs. This prohibition will remain in effect even
in the event that the duration of this Contract has expired.
o.) Maintain a CAR policy during the execution of the work that will cover
all personal and material damages resulting from accidents
caused to MACHINERIES and/or to third parties during the execution of their
activities for which they may be civilly or criminally liable; without
prejudice, that the CONTRACTOR assumes the additional costs that arise
for these events.
p.) Will deliver MACHINERIES, prior to the start of the works, one (01) guarantee letter
as a guarantee of faithful compliance with the contract, which must be issued by
a first-class bank, in favor of Nissan Maquinarias S.A. with the
conditions of solidarity, irrevocable, unconditional, indivisible, of realization
automatic and without the benefit of discussion.
The fidelity bond will guarantee the compliance of the contract and
all the obligations that correspond to the CONTRACTOR equivalent to
ten percent (10%) of the value of the work (excluding VAT) and due
up to thirty (30) days after the date of signing the 'Receipt Act'
Final of the Work. THIS POINT DOES NOT GO
Repair or replace any defects in the Work, which are
consequence of poor execution or quality of the materials used, or
any defects in the finishes of the work, even after five
(5) years counted from the definitive receipt of the work by
MACHINERIES; for this purpose, THE CONTRACTOR must deliver a 'Letter of
Work Guarantee for five (05) years; guaranteeing the work and materials.
employees in it, duly signed by the legal representative of THE
CONTRACTOR, at the signing of the final acceptance record of the work.

SEVENTH CLAUSE. RIGHTS AND OBLIGATIONS OF MACHINERIES

7.1 By way of statement, the following are the rights of MACHINERY:


a.) Conduct visits and inspections to the place where the work is carried out and make the
observations that you deem appropriate, in order to request aEL
CONTRACTOR the correction of the work executed up to that moment.

7.2 Their obligations regarding MACHINERY are the following:

a.) Provide the CONTRACTOR promptly with all information that arises
necessary to carry out the work.
b.) MACHINERY will deliver to THE CONTRACTOR the intervention area free of
elements that could hinder the execution of the Work subject to
present contract.
c.) Process the necessary permits for the execution of the Works.
d.) Make the respective payments within seven (07) days of submission.
invoices and approved by MACHINERIES.

EIGHTH CLAUSE. SUPERVISION OF WORKS

8.1 MACHINERY may supervise the execution of the Works directly or through
through a representative (hereinafter, the 'Inspector'). THE CONTRACTOR
commits to providing all necessary facilities to the Inspector, as well as to complying with their
instructions, as long as it does not interfere with the construction procedures and
execution of the Works established in this Contract.
8.2 The Inspector shall verify the progress of the work and approve the valuations.
respective, prior to their acceptance by MACHINERIES.
8.3 Any technical query that CONTRACTOR may have must be directed to
Inspector, who must absolve her within a maximum period of two (2) working days.
counted from the receipt of the inquiry, in order not to affect the
normal progress of the work.

NINTH CLAUSE. PENALTIES

9.1. Both parties agree that in case THE CONTRACTOR does not complete the execution of the
Works within the time limit stipulated in Clause Five, without prejudice to the
responsibility for any further damage that may correspond, THE CONTRACTOR
is subject to a penalty payment of 2% of the total value of the
work for each day of delay, until, after which MACHINERY will have the authority
to resolve this Contract.
9.2. It is established that it will not be necessary for MACHINERY to prove damages and
damages to demand the penalty agreed upon in the previous paragraph.
9.3.MACHINERY is authorized to collect the corresponding penalties
directly, offsetting the amount corresponding to the sums that must be paid
The CONTRACTOR for any concept.

TENTH CLAUSE. RECEPTION AND ACCEPTANCE OF WORKS


10.1.PROVISIONAL RECEIPT.Once the work is finished, THE CONTRACTOR will request
in writing MACHINERIES, the provisional receipt by batch of the works who
must attend within the third working day of said request, to verify the compliance
compliance with the technical specifications of the Contract.

MACHINERIES, will appoint for this purpose a Commission of two or more Executives, with
the purpose of proceeding to carry out the provisional reception of the work tasks.
10.2. THE CONTRACTOR must deliver to MACHINERY at the provisional reception of the
work, the following documents:
a) Work responsibility letters duly signed.
Before and after photos of the work.
c) Any other referred to the Work that MACHINERIES has requested.
10.3.OBSERVATIONS. If the inspection of the work carried out by the Commission shows that
There are observations, the provisional acceptance will not proceed and it must be
to submit a detailed written report to THE CONTRACTOR, indicating the observations and
recommending a deadline for them to carry out, at their own cost, the work or repairs
that they determine; since both parties will mutually agree to determine the
deadline for the execution of said work.

If THE CONTRACTOR does not make the repairs and changes ordered according to the
previous numeral, MACHINERY, will be able to carry out the execution of these works
due to THE CONTRACTOR and charged to the submitted guarantees or the balance of
price for cancellation.

In no case may THE CONTRACTOR excuse themselves from their responsibility for the
unperformed work or refusing to carry it out under the pretext of having been accepted
by the representative of MACHINERIES.
10.4. Once the repairs or changes ordered by the Commission have been made, provided that
these have been carried out to her satisfaction, a "Final Record of
Reception of the Works”, which will be signed by the representatives of the
Commission, and if desired, by THE CONTRACTOR.
10.5. THE CONTRACTOR assumes responsibility for the efficient and complete execution of
THE WORK, including the delivery of the final technical file of the work, in the form
writing and electronics, so that MACHINERIES can manage the Certificate of
Compliance of Work and the Minutes of Factory Declaration. Likewise, THE
The CONTRACTOR will make an express record that the work covered by this
contract includes everything contained in your Budget of Work No. 080312,
prepared by THE CONTRACTOR on March 7, 2012, as well as the
additional if any.
10.6 FINAL RECEIPT. Once the proper fulfillment of the contract has been verified by the
Commission, this will proceed with the reception of the Work and will raise a "Minute of
Final Reception" which will be signed by all its members and, if desired, by
THE CONTRACTOR, in which case the work will be considered completed. The signing of this
The deed converts the reception into final, which activates the payment of the last installment.
of the payment schedule.

Likewise, THE CONTRACTOR must deliver to MACHINERIES:


i. Guarantee bond for faithful compliance, as referred to in item p)
from section 6.2 of the sixth clause of the contract.
ii. Guarantee letter for the work for five years; duly signed by the
legal representative of the CONTRACTOR, at the signing of the "Receipt Act"
Final Works; as indicated in paragraph q) of section 6.2 of the
sixth clause of the contract.

FIRST CLAUSE. CAUSES OF TERMINATION

11.1 The parties expressly agree that MACHINERIES may terminate this Contract.
in the following cases:

a.) In the event that THE CONTRACTOR is delayed for more than five (05) days
calendars in the final delivery of the Work, regarding the date
maximum provided in Clause Five.
b.) If the CONTRACTOR partially or totally halts the Work for more than
five (5) calendar days, or unjustifiably reduce the work pace.

In any of the aforementioned cases, the termination of this Contract occurs


by full right, it is sufficient for MACHINERY to communicate to THE
CONTRACTOR who wants to make use of this resolutory clause, according to
established in Article 1430 of the Civil Code.
11.2 Additionally, in the event that: (i) MACHINERY fails to deliver the advance
of initial payment; or (ii) either party fails to comply with any of its
obligations stipulated in this Contract; the affected party may send a
written communication to the defaulting party expressing its intention to terminate
this Contract, in the event that the breach is not remedied within a period
maximum of five (5) calendar days from the receipt of the resolution communication. One
Once this period has elapsed, without the breach having been remedied, this
The contract will be resolved.
11.3 In the event that this Contract is terminated for a reason attributable to the
CONTRACTOR, the executed works will be valued based on which
the corresponding economic settlement will proceed.
11.4 Additionally, either party may terminate this Contract in the event that
any demand or request for insolvency or bankruptcy is made against the other, and the
if it is not answered within thirty (30) calendar days, or if, despite the
timely defense by said party, it is declared in insolvency or bankruptcy at
request from one of its creditors or will enter into bankruptcy proceedings, although this
do not assume the inexigibility of your obligations. The same right will correspond to you.
to both parties in the case that the other had entered into a procedure of
dissolution and liquidation under the General Law of Companies. This resolution
will operate when the interested party informs the other that they want to take advantage of the
respective resolution clause.

CLAUSE TWELFTH - NON-EXISTENCE OF LABOR RELATIONSHIP

The parties expressly establish that this Contract is of a nature


civil, and does not imply any relationship of subordination or dependence of the CONTRACTOR
workers with MACHINERIES. In this sense, MACHINERIES does not assume employment relationship
someone with the contractor or with third parties who may depend on it
CONTRACTOR, or what he uses for the execution of the Works subject of this
Contract, constituting full responsibility of THE CONTRACTOR. Similarly,
THE CONTRACTOR is not authorized to enter into contracts or assume obligations or
commitments on behalf of MACHINERIES.

All personnel under the direction of the CONTRACTOR for the execution of
The work subject to this contract will be exclusively your responsibility. MACHINERIES
does not assume any commitment of a labor, social security, commercial, tax or
another nature with the staff of THE CONTRACTOR and he commits to keep indemnified
MACHINERY in case of complaints or administrative penalties that may
affect it. In this sense, THE CONTRACTOR agrees to assume responsibility for
any claim that could be filed by any third party against MACHINERIES
regarding the personnel under the direction of THE CONTRACTOR for the
execution of the Work. If despite the above, MACHINERY finds itself in the need
to face negotiations, investigations, judicial, criminal, or administrative processes
In this regard, THE CONTRACTOR must compensate MACHINERY for all legal expenses.
extrajudicial and defense costs that correspond. Likewise, if any authority
to hold responsibility, forcing her to pay monetary penalties,
compensation amounts or any other sum of money, these will be paid by EL
CONTRACTOR, or if they were paid by MACHINERIES, they will be reimbursed by THE
CONTRACTOR. All of this, without prejudice to any liability that may correspond to it for
any damage or harm later to THE CONTRACTOR.

THIRTEENTH CLAUSE - GUARANTEE OF THE WORK

13.1. THE CONTRACTOR guarantees that the Works will be executed with materials of
first quality, free of defects, and that they will be made in compliance with
with the required technical specifications, there should not be any flaws or discrepancies that
may compromise in any way the destination for which they are made
Jobs.
13.2. The goods that are incorporated into the Works provided by third parties must
count on the corresponding guarantees that the CONTRACTOR is jointly liable for.
13.3 THE CONTRACTOR is jointly liable with the manufacturer or supplier of
goods for the defects or flaws that arise within the warranty period.
13.4. THE CONTRACTOR is responsible for the Work according to what is established in
articles 1783 and 1784 of the Civil Code.
13.5 MACHINERY will have the right to make any claims regarding the quality
or quantity of the goods used in the Work received, committing
CONTRACTOR to replace immediately, at their own expense and cost, said
goods for new ones. The expenses generated by these replacements, such as
Transportation, insurance, and other expenses incurred will be the responsibility of EL.
CONTRACTOR.

13.6 The guarantee of good quality and operation provided by THE CONTRACTOR includes
the obligation to provide permanent technical assistance to MACHINERIES, at no cost
any additional, regarding the Works or the goods used.
13.7 THE CONTRACTOR guarantees the Work in accordance with the provisions established in the
literal) from section 6.2 of the Sixth Clause of this contract.

FOURTEENTH CLAUSE - LABOR OBLIGATIONS:

14.1. It is agreed that all remuneration, salaries and wages, daily rates,
The fees and social benefits of the personnel of the CONTRACTOR will be the responsibility of,
cost and charge of THE CONTRACTOR. Likewise, THE CONTRACTOR is responsible for
all remuneration, salaries and wages, daily wages, fees and benefits
social security of the personnel of the third parties contracted by THE CONTRACTOR.

14.2. To request the final return of guarantees and withholdings, THE CONTRACTOR
must demonstrate that it has fully and timely complied with each and every one of the
labor and social security obligations related to all workers who
they carried out the work itself, whether by their personnel or by third parties. It includes the
compliance with the current legal regulations regarding workplace accidents and
of occupational safety.

FIFTEENTH CLAUSE - ACCIDENTS

THE CONTRACTOR is obligated to register their personnel with the Social Security of Peru for the
coverage of work accident risks and occupational diseases, as well as
to comply with all other relevant labor and legal obligations.

On the other hand, THE CONTRACTOR assumes all civil responsibility for damages and losses.
that may cause harm to both the personnel and facilities of MACHINERIES, as well as to third parties
persons during or due to the execution of the agreed works.

SIXTEENTH CLAUSE. ASSIGNMENT OF THE CONTRACT

It is hereby expressly stated that under no circumstances and in no way


which allows the rightTHE CONTRACTORmay assign its contractual position in this
Contract, every time it is your experience that has motivated aMAQUINARIAS to hire.
the Services of THE CONTRACTOR.
SEVENTEENTH CLAUSE - NATURE OF THE CONTRACT

17.1 Both parties expressly and irrevocably declare that this Contract is one
of civil nature work.
17.2 As stated in the previous numeral 17.1, it is established that this
Contract -in what is not expressly agreed upon- is governed by the norms
of the Civil Code, regarding the work contract.
17.3 According to what was mentioned above in the Twelfth Clause, the parties
they understand that this Contract will not create an employment relationship.

EIGHTEENTH CLAUSE. INTERPRETATION OF THE CONTENT OF THE CONTRACT

18.1 This Contract constitutes a total agreement between the parties and replaces all
contracts or prior declarations, written or oral, regarding the obligations
of each part specified in this document; serving as evidence
between the parties, as well as in front of third parties.

18.2 The terms of this Contract and its annexes must be understood and interpreted in
integral form, not being able to be interpreted separately from each other. In case of
In the event of a conflict between the terms of this Contract and any other document, the former shall prevail.
the provisions in this Contract.
18.3 The titles that head each of the clauses of this Contract are
merely enunciative and will not be taken into account for the interpretation of your
content.
18.4 The invalidity, total or partial, of one or more of the provisions contained herein
The contract will not affect the validity of the other provisions contained therein.
On the contrary, it will be understood that this Contract is effective in its entirety,
the clause(s) declared invalid should be considered as non-existent, total
or partially; and, consequently, the rights and obligations of the parties are
they will execute according to what is established in this Contract.

18.5 This Contract may not be modified or amended except in writing and
signed by the representatives of each of the parties, duly authorized
for that purpose.

NINTH CLAUSE - APPLICABLE LAW AND JURISDICTION

It is expressly agreed that the parties submit to Peruvian laws.


Likewise, the parties waive the jurisdictions of their respective domiciles and submit to
the jurisdiction of the judges and courts of the judicial district of Cercado de Lima.

TWENTIETH CLAUSE. DOMICILES AND NOTIFICATIONS

20.1 The parties designate as their addresses those indicated in the introduction of this.
Contract, it being understood that they can only be changed prior to notarial communication to
the other party, with no less than seven (7) business days' notice, and provided that the
new address is located in the city of Lima.
All communications in execution must be sent to the designated address.
from this Contract, and in general, any communication that refers to the execution and
compliance with it.
20.3 If these formalities for the change of address are not observed, the effect will be
communications addressed to the address indicated in the introduction of this Contract.

In sign of agreement, signed in the city of Lima, in three (3) copies, on the(...) of
(...) of 2012.
_____________________________
THE CONTRACTOR MACHINERIES

ANNEX I BUDGET (SIGNED BY PROVIDER) OK


ANNEX II WORK PLANS (SIGNED BY SUPPLIER) OK
ANNEX III DESCRIPTIVE MEMO (SIGNED BY SUPPLIER) OK
ANNEX IV LIST OF WORK PERSONNEL (SIGNED BY SUPPLIER)
OK

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