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if an agreement is not reached between the buyer and the supplierwithin sixty （60）days after the buyer's instruction to carry out thechange， concerning the increase or decrease in the contract price and allof the other matters described above， either party may refer the disputeto an expert pursuant to article 7.2 （reference to expert）hereof.
36.8if the buyer requests a change and subsequently decides not toorder such change， the supplier shall be entitled to reimbursement of allcosts incurred by it for the work involved in preparing the statementreferred to in article 36.4 above， provided that the supplier has given aprior notice to the buyer of the approximate costs it will incur and itsintention to claim reimbursement thereof， and the buyer has agreed thatthe supplier should proceed with the preparation of the statement on thisbasis.
article 37.extension of time for delivery
37.1the time for delivery shall be extended if the supplier shall bedelayed or impeded in the performance of any of its obligations under thecontract by reason of any of the following:
（a）any change in the works as provided in article 36 （change inworks）hereof; or
（b）any occurrence of force majeure as provided in article 35 （force majeure）hereof; or
（c）any suspension order given by the buyer under article 38（suspension）hereof or reduction in the rate of progress pursuant toarticle 38，2 hereof;
（d）any default or breach of the contract by the buyer or anyactivity， act or omission of any other contractors employed by the buyer;or
（e）any other matter specifically mentioned in the contract;
by such period as shall be fair and reasonable in allthecircumstances and as shall fairly reflect the delay or impedimentsustained by the supplier.
37.2except where otherwise specifically provided elsewhere in thecontract， the supplier shall submit to the buyer a notice of a claim foran extension of the time for delivery， together with particulars of theevent or circumstance justifying such extension as soon as reasonablypracticable after the commencement of such event or circumstance. as soonas reasonably practicable after receipt of such notice and supportingparticulars of the claim， the buyer and the supplier shall agree upon theperiod of such extension， failing which either party may refer the disputeto an expert pursuant to article 7.2 （reference to expert）hereof.
37.3the supplier shall at all times use its reasonable efforts tominimize any delay in the performance of its obligations under thecontract.
article 38.suspension
38.1the buyer may by notice to the supplier order the supplier tosuspend performance of all or any of its obligations under the contract.such notice shall specify the obligation of which performance is to besuspended， the effective date of the suspension and the reasons therefor.the supplier shall thereupon suspend performance of such obligation（except those obligations which are necessary for the care or preservationof the works）until ordered in writing to resume such performance by thebuyer.
if， by virtue of a suspension order given by the buyer， otherwise thanby reason of the supplier's default or breach of the contract， thesupplier's performance of any of its obligations is suspended for anaggregate period of more than ninety （90）days， then at any timethereafter and provided that at that time such performance is stillsuspended， the supplier may give a notice to the buyer requiring that thebuyer shall， within twenty-eight （28）days of receipt of the notice，either order the resumption of such performanceorrequestandsubsequently order a change in accordance with article 36 （change inworks）hereof excluding the performance of the suspended obligations fromthe contract. if the buyer fails so to do within such period， the suppliermay， by a further notice to the buyer， elect to treat the suspension，where it affects a part only of the works， as a deletion of such part inaccordance with article 36 （change in works）hereof or， where it affectsthe whole of the works， as termination of the contract under article 39.1（termination for buyer's convenience）hereof.
38.2if:
（a）the buyer has failed to pay the supplier any sum due under thecontract within the specified period， or has failed to approve any invoiceor supporting documents without due cause or amend the letter of creditand the letter of guarantee delivered to the supplier pursuant to article13 （terms of payment）hereof， or commits a substantial breach of thecontract， the supplier may give a notice to the buyer requiring payment ofsuch sum， with interest thereon as stipulated in article 13.4 hereof， orrequiring approval of such invoice or supporting documents or theamendment of such letter of credit and such letter of guarantee orspecifying the breach and requiring the buyer to remedy the same， as thecase may be. if the buyer fails to pay such sum together with suchinterest or fails to approve such invoice or supporting documents or giveits reasons for withholding such approval or amend such letter of creditand such letter of guarantee or fails to remedy the breach or take stepsto remedy the breach within fourteen （14）days after receipt of thesupplier's notice; or

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（b）the supplier is unable to carry out any of its obligations underthe contract for any reason attributable to the buyer， including but notlimited to the buyer's failure to provide access to the contract plant orother areas or failure to obtain any governmental permit necessary for theexecution and/or completion of the works;
then the supplier may by notice to the buyer suspend performance ofall or any of its obligations under the contract， or reduce the rate ofprogress.
38.3if the supplier's performance of its obligations is suspended orthe rate of progress reduced pursuant to this article 38， then the timefor delivery shall be extended in accordance with article 37 （extension oftime for delivery）hereof and any and all additional costs or expensesincurred by the supplier as a result of such suspension or reduction shallbe paid by the buyer to the supplier in addition to the contract price，except in the case of suspension order or reduction in the rate ofprogress by reason of the supplier's default or breach of the contract.
38.4if the supplier's performance of its obligations is suspendedpursuant to this article 38 for a period longer than ten （10）weeks， thesupplier may repatriate the supplier's engineer and its sub-contractors'personnel at the buyer's cost with the prior written consent of the buyer.
article 39.termination
39.1termination for buyer's convenience
39.1.1the buyer may at any time terminate the contract for any reasonby giving the supplier a notice of termination which refers to thisarticle 39.1.
39.1.2upon receipt of the notice of termination under article 39.1.1above， the supplier shall either immediately or upon the date specified inthe notice of termination:
（a）cease all further works， except for such work as the buyer mayspecify in the notice of termination for the sole purpose of protectingthat part of the works already executed; and
（b）terminate all sub-contracts， except those to be assigned to thebuyer pursuant to paragraph （d）（ii）below; and

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