Contractor payment policy.

1. Scope

This policy governs all payment, retention, variation order, and dispute resolution matters between Amedex Limited(“Amedex”, “Principal”) and any contractor, sub-contractor, or specialist supplier (“Contractor”) engaged on an Amedex project. It is read alongside — and does not replace — the specific payment provisions in the signed contract.

2. Payment terms

2.1 Standard payment cycle

Unless otherwise stipulated in the contract, Amedex pays certified amounts within 45 calendar days of the date a valid interim payment application is certified by the designated Amedex Site Engineer or Project Manager.

Payment applications submitted outside the contractually agreed assessment dates will be assessed on the next available cycle. Applications submitted without the required supporting documentation (as set out in clause 2.3 below) will not be certified until the documentation is received.

2.2 Final account

The Contractor shall submit a final account no later than 90 calendar days after the date of Practical Completion (or such longer period as agreed in writing). Amedex will issue a Final Certificate within 60 days of receiving a complete final account. Payment of the final certified sum, net of outstanding retention, will be made within 30 days of the Final Certificate.

2.3 Required documentation for payment

All interim and final applications must include, at minimum:

• A completed payment application form (Amedex standard or agreed equivalent).
• A priced schedule of measured work supported by site measurements agreed with the Amedex Site Engineer.
• Copies of material delivery notes, test certificates, or other evidence of compliance for any materials claimed.
• A current Ghana Revenue Authority (GRA) tax clearance certificate, where required by the contract.
• Evidence of Social Security and National Insurance Trust (SSNIT) compliance for all direct employees deployed on the project.
• Invoices (VAT-inclusive where the Contractor is VAT-registered) addressed to Amedex Limited.

2.4 Currency and payment method

All payments are made in Ghana Cedis (GHS) unless the contract expressly provides for payment in another currency for internationally sourced materials or specialist equipment. Payment is made by bank transfer to the account number registered with Amedex at the time of contract award. Any change of bank details must be notified in writing and counter-signed by the Contractor's authorised representative.

2.5 Withholding and set-off

Amedex reserves the right to withhold or set off from any payment:

• Amounts in respect of defects, non-conforming work, or incomplete remediation.
• Liquidated damages (where applicable under the contract).
• Amounts owed by the Contractor to Amedex under any other current contract, where the Contractor consents in writing.
• Any statutory deductions required by Ghanaian law.

Amedex will issue a written Pay Less Notice specifying the amount withheld and the grounds at least 5 calendar days before the payment due date.

2.6 Late payment

If Amedex fails to make payment by the due date and no Pay Less Notice has been issued, the Contractor is entitled to simple interest at the prevailing Bank of Ghana Monetary Policy Rate plus 2%, calculated daily from the due date to the date of actual payment. The Contractor must notify Amedex in writing of any claim for late payment interest within 30 days of receiving late payment.

3. Retention

3.1 Retention deduction

Amedex deducts retention from interim payments at a rate of 5% of the certified gross value until the cumulative retention held equals 2.5%of the contract sum (the “Retention Limit”). Once the Retention Limit is reached, no further retention is deducted.

3.2 Release of retention

Retention is released in two tranches:

• First half (50%) of held retention: released within 30 calendar days of the date of Practical Completion certificate, or the relevant section completion certificate.
• Second half (50%) of held retention:released within 30 calendar days of the expiry of the Defects Liability Period (typically 12 months from Practical Completion, or as stated in the contract), provided all notified defects have been remedied to Amedex's satisfaction.

Where a Defects Certificate has not been issued at the end of the Defects Liability Period solely because of outstanding defects attributable to the Contractor, the second tranche of retention may be withheld until those defects are remedied.

3.3 Retention bond

In lieu of retention deduction, Amedex may — at its discretion on contracts with a value exceeding GHS 5,000,000 — accept a retention bond in an equivalent amount from an approved Ghanaian bank or surety. Such bonds must be on Amedex's approved form and issued by a financial institution acceptable to Amedex. The Contractor must apply for approval of a retention bond before mobilisation.

4. Variation orders

4.1 Authority to instruct variations

Only a written Variation Order (VO) signed by the Amedex Project Manager (or such other designated representative as named in the contract) constitutes a valid instruction to carry out varied work. Verbal instructions to vary scope are not binding on Amedex for payment purposes.

If the Contractor receives a verbal instruction that it believes constitutes a variation, it must confirm that instruction in writing to the Amedex Project Manager within 5 business daysand await written confirmation before proceeding. Proceeding without written confirmation is at the Contractor's risk.

4.2 Valuation of variations

Variations are valued, in order of preference:

• At rates contained in the agreed Bill of Quantities or Schedule of Rates, where analogous work exists.
• At fair rates agreed in writing between the parties before the varied work commences.
• On a daywork basis, using Amedex's daywork schedule (where one is appended to the contract), subject to daily daywork sheets being signed by the Amedex Site Engineer.
• At reasonable rates determined by the Amedex Quantity Surveyor, subject to the Contractor's right to dispute under clause 6.

4.3 Time for submission of VO claims

The Contractor must submit a priced VO claim within 30 calendar daysof the date of the written VO instruction. Claims submitted after this period will be assessed only if the delay is demonstrably caused by factors outside the Contractor's control and the Contractor has notified Amedex of the delay in writing within 5 business days of becoming aware of it.

5. Claims for extension of time and loss & expense

Claims for extension of time or loss and expense — including claims arising from client instructions, unforeseen site conditions, or force majeure events — must be submitted in writing within 28 calendar days of the Contractor becoming aware of the event giving rise to the claim. Late claims may be time-barred under the contract.

Each claim must identify the specific contract clause relied upon, describe the causative event, quantify the extension of time or additional cost sought, and attach supporting records (site diaries, daywork sheets, receipts, subcontractor invoices).

6. Dispute resolution

6.1 Negotiation

In the first instance, payment disputes must be notified in writing to the Amedex Contracts Manager. The parties agree to attempt good-faith resolution at senior management level within 20 business days of the notice.

6.2 Adjudication

If negotiation fails, either party may refer the dispute to a single independent adjudicator appointed by agreement or, failing agreement within 5 business days of a request, by the President of the Ghana Institution of Engineers. The adjudicator's decision is binding pending the outcome of arbitration or litigation and must be complied with immediately upon issue.

6.3 Arbitration

Disputes not resolved by adjudication may be referred to final and binding arbitration under the rules of the Ghana Arbitration Centre, with proceedings in Accra in the English language. The arbitral award shall be final and may be enforced in any court of competent jurisdiction.

7. Suspension for non-payment

If Amedex fails to pay a certified sum by the due date and no valid Pay Less Notice has been issued, the Contractor may — after giving 7 calendar days' written notice to Amedex — suspend performance of its obligations under the contract. The suspension period does not count toward the contract programme. The Contractor is entitled to recover the reasonable costs of suspension and demobilisation/remobilisation directly caused by the non-payment.

8. Insolvency

If either party becomes insolvent, enters receivership, administration, or voluntary arrangement, the other party may immediately suspend performance and, following 10 business days' written notice, terminate the contract. In such circumstances, outstanding retention and undisputed certified amounts are immediately due and payable.

9. Governing law

This policy, and any contract incorporating it, are governed by and construed in accordance with the laws of the Republic of Ghana.

10. Contact

For all payment applications, variation order submissions, and contract queries, contact the Amedex Contracts team at contracts@swiftamedex.com or:

Contracts Department
Amedex Limited
Airport City Business District
Accra, Ghana