AGREEMENT

FOR
CONSTRUCTION OF WARHOUSE
BETWEEN
CLIENT:

CONTRACTOR:

DANA PHARMACEUTICALS LTD,

SHIRORO DAM ROAD,
MAITUMBI, MINNA
NIGER STATE
PH : 08035454540

C. G. CHINK AFRIK COMPANY

BEHIND BASEBALL OFFICE,
CHANCHAGA,
MINNA, NIGER STATE
PH : 08055511520

March 21, 2007

JOB WORK AGREEMENT

This Agreement made on the March 21, 2007, between DANA PHARMACEUTICALS LTD OF
SHIRORO DAM ROAD, MINNA, NIGER (hereinafter called EMPLOYER) which expression
shall where the context so admit includes its successors and assigns on the one part
AND
C.G. CHINK AFRIK COMPANY, MINNA, NIGER (hereinafter called the CONTRACTOR) which
expression shall where the context so admit includes it successors and assigns on the other part.
WHEREAS the EMPLOYER intends to proceed with the Construction of Warehouse (refer
Clause 2.00) hereinafter called the WORKS and has caused Drawings, Specifications showing
and describing the WORKS to be done under his direction.
AND WHEREAS the CONTRACTOR has submitted its Quotations for the said works which the
EMPLOYER accepted.
NOW THEREFORE it is hereby agreed as follows:
1.00

APPOINTMENT

THE EMPLOYER hereby appoints the CONTRACTOR and the CONTRACTOR accepts the
appointment subject to the terms and conditions hereafter set forth.
2.00

SCOPE OF WORK

THE CONTRACTOR shall undertake the following details works.

1. Construction of Warehouse (80 x 30 x 6Mtr) and External Storm Drainage as per
drawings and specifications issued.
2. WORKS includes Site Clearing, Excavation for foundation, blinding, wooden framework
for casting of columns, fabrication of steel reinforcement for columns and casting
concrete for the same.
3. WORKS includes casting of the DPC with German floor finished complete with cement as
specified by the EMPLOYER. Partitions with concrete filled blocks to be constructed
within the foundation, as specified by the EMPLOYER under the DPC to give additional
strength and rigidity to the Flooring and Foundation.
4. The Roofing includes fabrication, installation of support beams, columns, rafters, trusses
& aluminum roofing sheets.
5. The EMPLOYER will supply all the material required for the job, unless directed to the
CONTRACTOR to supply.
6. The CONTRACTOR will clear any debris generated while executing the above job, as
directed by the EMPLOYER.
7. The CONTRACTOR, at no extra cost, will carry out the interior and exterior painting of
the WORKS.
2.1
THE CONTRACTOR hereby agrees to execute the said WORKS in accordance with the Scope of
Work as above-mentioned and in Annexure I

3.00

REMUNERATION

For the performance of the WORKS under Clause 2 hereof and I thereto, the CONTRACTOR
shall be paid the sum of: N 5,870,348.52 (In words: Naira FIVE MILLION EIGHT HUNDRED
SEVENTY THOUSAND THREE HUNDRED AND FORTY-EIGHT NAIRA FIFTY-TWO KOBO
ONLY). THE RATE SHALL BE TAKEN FROM QUOTATION SUBMITTED.
4.00 METHOD OF PAYMENT:
Payment to the CONTRACTOR shall be in Naira and shall be by installments as detailed in
Annexure II by the EMPLOYER.

5.00 ADDITIONAL SERVICES:

Should the CONTRACTOR be requested to undertake additional services necessary for the due
performance of the WORKS, such services shall be undertaken on such terms and conditions as
may be agreed in writing between the parties hereto.
6.00 COMMENCEMENT OF THE WORKS
The CONTRACTOR shall after signing this AGREEMENT mobilize his resources and shall within
2 days of the date of signing this AGREEMENT commence the WORKS for that purpose.
7.00

TIME FOR COMPLETION

The entire WORKS shall be completed within 5 Months from the agreed date of commencement
under Clause 6.00.
8.00

RESPONSIBILITIES

The CONTRACTOR shall be absolutely and solely responsible for the methods employed in
carrying out the WORKS and responsible for the WORKS being executed in the best manner and
with the quality materials and workmanship, and he shall provide ample and sufficient staff to
supervise the WORKS, to the satisfaction of the EMPLOYER.
9.00

CARE, DILIGENCE AND RESPONSIBILITIES

9.1 The CONTRACTOR shall exercise reasonable skill, care and diligence in performing the
WORKS and shall carry out the provision of this AGREEMENT with reasonable expedition
and dispatch.
9.2 The EMPLOYER may at any time require the contractor to remove from the site any persons
employed by him who in the opinion of the EMPLOYER misconducts himself or is
incompetent or negligent in the performance of the WORKS or is considered undesirable for
any other recommendations.
9.3 The CONTRACTOR agrees to permit any authorized representative of the EMPLOYER to
enter the site and inspect the WORKS at all reasonable hours of the day and make
comments and recommendations.
9.4 The CONTRACTOR shall not divulge to any unauthorized persons or body any information
obtained in connection with the WORKS.

10.00 CLERK OF WORKS

The EMPLOYER shall appoint a Clerk of Works whose duty shall be to act solely as
representative or as an inspector on behalf of the EMPLOYER.
11.00 PRACTICAL COMPLETION AND DEFECTS LIABILITY
When in the opinion of the EMPLOYER the WORKS are practically completed, he shall forthwith
issue Completion Certificate to that effect, and practical Completion of the WORKS shall be
deemed for all the purposes of this contract to have taken place on the day named in such
Certificate.
12.00

RETENTION CLAUSE

The EMPLOYER, as retention amount, shall retain the sum equal to 5% of the agreed total SUM
REFERRED TO CLAUSE 4. Such retention amount shall be paid to the CONTRACTOR after the
defect liability period and not earlier than three months from the date of the practical work
completion.
13.00

SAFETY

From the commencement to the completion of the WORKS, the CONTRACTOR shall take full
responsibility for the care thereof and of all temporary WORKS, and in case any damage, loss or
injury shall happen to the WORKS or to any part thereof or to any temporary WORKS or of
CONTRACTORs employee/worker from any cause whatsoever, he shall at his own cost repair
and make good the same or bear responsibility and expenses for medical treatment.
14.00

ASSIGNMENT

14.1 The CONTRACTOR shall not assign the WORKS or part thereof without the prior written
consent of the EMPLOYER.
14.2

The CONTRACTOR shall not transfer the works or any part thereof or his rights and
obligations under this Agreement to anybody whatsoever by the way of Power of Attorney
without the prior written consent of the EMPLOYER.

15.00 DELAYS AND EXTENTION OF TIME.

Upon it becoming reasonably apparent that progress of the WORKS is delayed, the
CONTRACTOR shall forthwith give written notice of the cause of the delay to the EMPLOYER
asking for an extension of time and granting of such extension of time shall be the sole discretion
of the EMPLOYER & shall not entitle the CONTRACTOR to any additional payment.
16.00

DETERMINATION BY EMPLOYER

16.01 If in the opinion of the EMPLOYER the CONTRACTOR shall make defaults in any one or
more of the following respects, that is to say:
a. if he without reasonable cause wholly suspends the carrying out of the WORKS
before completion thereof; or
b. if he fails to proceed regularly and diligent with the WORKS; or
c. if he refuses or persistently neglects to comply with any written notice from the
EMPLOYER requiring him to remove defective works or improper materials or
goods and by such refusal or neglect the WORKS are materially effected, if he shall
continue such default for seven days after notice to that effect specifying the default

has been given to him, and if he fails to comply with any of the provisions of this
Agreement, the EMPLOYER may, without prejudice to any other rights or remedies,
thereupon by fifteen days notice terminate the employment of the CONTRACTOR
under this Contract given unreasonably.
16.02 In the event of the employment of the CONTRACTOR being terminated and so long as it
has not been reinstated and continued, the following shall be the respective rights and
duties of the EMPLOYER and the CONTRACTOR viz:
a. The EMPLOYER may employ and pay another CONTRACTOR or person or persons
to carry out and complete the WORKS, and he or they may enter upon the site and
use all temporary building, plant, machinery, appliances, goods and materials therein,
and may purchase all materials necessary for the carrying out and completion of the
WORKS;
b. The CONTRACTOR shall, if so required by the EMPLOYER, within fourteen days of
any of the conditions referred to under sub clause (1) of this Clause, assign to the
EMPLOYER without further payment the benefit of any Agreement for the supply of
materials and or for the execution of any WORKS for the purpose of this contract but
on the terms that a supplier or sub-contractor shall be entitled to make any reasonable
objection to any further assignment thereof by the EMPLOYER and the EMPLOYER
may pay the Sub-Contractor for any such materials supplied or WORKS executed
under the Agreement (whether the same be assigned as aforesaid or not) before or
after the said determination the amount due by the Sub-Agreement in so far as it has
not already been paid by the CONTRACTOR. The EMPLOYERS rights under this
sub-clause are in addition to his rights to pay nominated Sub-Contractor(s).
c. The CONTRACTOR shall during the execution and before the completion of the WORKS
under this sub-clause remove from the site as and when required in writing within such
reasonable time as the EMPLOYER may specify, any temporary buildings plant,
machinery, appliances, goods or materials belonging to or hired by him, and in default
the EMPLOYER may (without being responsible to any loss or damage) remove and
sell any such property of the CONTRACTOR holding the proceeds less all costs
incurred to the creditor of the CONTRACTOR.
d. Until after completion of WORKS the EMPLOYER shall not be bound by any provision of
this Contract to make any further payment to the CONTRACTOR, but upon such
completion as aforesaid and the variation within a reasonable time of the accounts
therefore, the EMPLOYER shall certify the amount of expenses properly incurred by
the EMPLOYER and if such amount added to the monies paid to the CONTRACTOR
before such determination exceeds the total amount which would have been payable
on due completion in accordance with this Contract, the difference shall be a debt
payable to the EMPLOYER by the CONTRACTOR; and if the said amount added to the
said monies be less than the said total amount, the difference shall be retained by the
EMPLOYER.
17.00

DETERMINATION BY THE CONTRACTOR

17.01

If the EMPLOYER within twenty eight days after payment due for completion of the
schedule stage of work and thereafter does not pay to the CONTRACTOR the amount
due on that stage, or if the EMPLOYER interferes with or obstruct the payment, or if the
whole or substantially whole of WORKS is delayed for one month by the one or more of
the causes other than local combination of workmen, strike or lockout, the
CONTRACTOR may without prejudice to any other rights or remedies thereupon by
notice by registered post to the EMPLOYER determined the employment under this
contract.

17.02

Upon such determination, then without prejudice to the accrued rights or remedies of
either party, the CONTRACTOR or any Sub-Contractor shall have removed his or their
temporary buildings, plant, machinery, appliances, goods or materials or by reason of
his or their so removing the same, the respective rights and liabilities of the
CONTRACTOR and the EMPLOYER shall be as follows:
The CONTRACTOR shall within all reasonable dispatch and in such manner and with
such precautions as will prevent injury or damage of classes of which before such
determination he was liable remove from the site all his temporary buildings, plant,
machinery, appliances, goods and materials and shall give facilities for such SubContractors to do the same.

18.00

FORCE MAJEURE

The term Force Majeure is applicable to following occurrences: war, strikes, commotion, uprising,
earth quakes, flood, tempest, hurricane, natural disasters, epidemics, which shall permanently or
temporary prevent the parties from performing their obligations under this Contract.
18.01
18.02

The parties shall not be responsible for delays and destructions affecting the WORKS if
such are due to Force Majeure.
Should the occurrence of Force Majeure compel the parties hereto to suspend their
obligations under this Contract, the CONTRACTOR shall be compensated adequately for
the WORKS executed up to the time of the commencement of the Force Majeure.

19.00

SETTLEMENT OF DISPUTE
Any dispute, difference or question arising between the parties concerning the
construction or effect of this agreement or any part thereof or as respects any act, matter
or thing to be made or done in pursuance thereof or as respect the rights or liabilities of
any of the parties pursuant to this agreement shall be resolved by mutual agreement and
failure of which the aggrieved party herein may resort to an Arbitration under Arbitration
Act Cap. 13 Laws of the Federation of Nigeria.

20.00

LAW OF THE AGREEMENT

This Agreement shall be governed and construed according to the law of the Federal
Republic of Nigeria.

21.00

PENALTY CLAUSE
If the CONTRACTOR fails to complete the WORKS in accordance with provisions of this
Contract the EMPLOYER shall give SEVEN days of notice of CONTACTORS failure in
writing to the CONTRACTOR thereafter, the CONTRACTOR shall pay to the
EMPLOYER ascertained liquidated damages.
a. A sum equivalent to 1 (one) percent of the total Contract price for the first month.
b. A sum equivalent to 2(two) percent of the Contract price for the next following and
each succeeding calendar months.
c. The total liquidated damages assessed under this article shall not exceed 10 (ten)
percent of the Contract price and such sum shall be in addition to any claims by the
EMPLOYER under the provisions of this Contract.

22.00

VARIATION CLAUSE

22.01 This Contract shall not be subject to any variation whatsoever, provided that if the
variation is justifiable it shall be by the consent of the representative of the EMPLOYER
who is the only person hereby authorized by the EMPLOYER to sanction such variation.
22.2 Any variation by the EMPLOYER shall be effected upon an agreement reached with the
CONTRACTOR with respect to terms and conditions of payment for such variation.
23.00

SERVICE OF NOTICES
Service of notices by hands or registered by post shall be deemed to be proper service on
either party herein.

24.00

APPENDICES
The following documents shall be deemed to form part of this Agreement and shall be
read construed as part of the same:
1.

MODE OF PAYMENT

- Annexure II

IN WITNESS WHEREOF the parties hereto have set their hands and seals the day and year first
above written.
SIGNED, SEALED AND DELIVERED FOR AND ON BEHALF OF THE EMPLOYER

BY

DESIGNATION.
IN THE PRESENCE OF:
NAME:
ADDRESS..
OCCUPATION..
SIGNATURE.
SIGNED, SEALED, AND DELIVERED FOR AND ON BEHALF OF THE CONTRACTOR

BY.
DESIGNATION..
IN THE PRESENCE OF:
NAME..
ADDRESS.
OCCUPATION.
SIGNATURE.

ANNEXURE II
MODE OF PAYMENT: LABOUR
1. SUB-STRUCTURE: N 1,054,340.00 (NAIRA ONE MILLION FIVE FOUR THOUSAND THREE
HUNDRED AND FORTY ONLY)
1.1 25% - Advance for mobilization payment on signing of contract as mobilization fees.
1.2 70% - On Completion up to DPC Level.
1.3 5% - Retention fees to be payable 90 days after Acceptance of Job Completion Certificate by
the EMPLOYER, issued by the CONTRCTOR.
2. SUPER-STRUCTURE: N 4,729,208.52 (NAIRA FOUR MILLION SEVEN HUNDRED
TWENTY NINE THOUSAND TWO HUNDRED & EIGHT AND FIFTY-TWO KOBO ONLY)
2.1 10% - Advance for Mobilization payment on signing of contract as mobilization fees.
2.2 15% - On completion of Fabrication and Erection of Stanchions & Rafters.
2.3 10% - On completion of construction of Block Walls.
2.4 10% - On Installation of Roofing, Gable Cladding and Bottom Ceiling.
2.5 10% - On Installation of Doors/Windows and on plastering of internal and external walls.
2.6 10% - On Construction of Septic Tank/Soakaway and complete installation of Plumbing and
Sanitary Fittings.
2.7 10% - On completion of external and internal painting.
2.8 20% - After submission of Job Completion Certificate.
2.9 5% - Retention fees to be payable 90 days after Acceptance of Job Completion Certificate by
the EMPLOYER, issued by the CONTRCTOR.
3. EXTERNAL DRAINAGE: N 86,800.00 (NAIRA EIGHTY-SIX THOUSAND EIGHT HUNDRED
ONLY)
3.1 25% - Advance for mobilization payment on signing of contract as mobilization fees.
3.2 35% - On completion of Excavation and laying of blocks.
3.3 40% - 100% Completion and connection to the Collection Tank.
3.4 5% - Retention fees to be payable 90 days after Acceptance of Job Completion Certificate by
the EMPLOYER, issued by the CONTRCTOR.

10