ii i i i i
i!
i i !
U !i i 2 i
2i
,'! i C i i : i i i i i , : i,
d Desig n- Bu i ld
G E N E RAL CO N DITI O NS
GU I DAN C E FO R TH E
P REPARATI O N OF
PARTICU LAR CON DITIO NS
Conditions of Contract
FO R MS O F LETTER O F
FI DI
AC KN OW LE D G E M E NTS
(Legal Adviser) , White & Case, France; and Jos6 F Speziale, IATASA,
Argenti na.
The preparation was carried out under the general direction of the FI DIC
Contracts Com mittee which com p rised Jo hn B Bowcock, Consulting
considered appropri ate, have influenced the wording of the clauses. Mushtaq Ahmad,
NESPAK, Pakistan ; Peter Batty, Post Buckley International , USA; Roeland Bertrams,
Clif
ford Cha
n ce, Netherlands ; Charles G Borthwick, SwedPower, Sweden ; Manf
fed
Development Bank; a
n d the World Bank. Acknowledgement of rev
i ewers does not
mean that such persons or orga
n izations approve the wording of all clauses.
FID IC wishes to record its appreciation of th e time and ef
for
t devoted by al l the above .
FiDI C 1 999
FO REWO R D
The F6d6ration Internationale des I ng6nieurs-Conseils (FID IC) published, in l ggg, First
Editions of four new standard forms of co ntract:
which are recommend ed for build ing or engineeri ng works designed by the
which are recommended for the provision of electrical and/or mechanical plant,
and for the de
s ign and execution of building or engineeri ng works. Under the
usual arrangements for this t
y pe of contract, the Contractor designs a
nd
works; which may include any combination of cMI, mechanical, electri cal
and
/or construction works .
and execution of the project, with little involvement of the Employer. Under the
usual arrangements for turnkey projects, the Contractor carries out all the
Engineering, Procurement a
n d Construction (EPC): providing a fully-equipped
facilit
y, ready for operation (at the "turn of the key").
Shor
t Form of Contract,
any), bu
t this form may also be suitable for a contract which includes, or wholly
comprises, Contractor-designed civil, mechanical , electrical and/or
construction works .
The forms are recommended for general use where tenders are invit ed on an
international basis. Modifi cations may be required in some jurisdictions, part icularly if
the Conditions are to be used on domestic contracts. FIDIC considers the official and
au
t hentic texts to be th e versions in the English la
n guage .
In the preparation of these Conditions of Contract for Plant and Design-Build, it was
recognised that, while there are many sub-clauses which will be generally applicable,
there are some sub-clauses which must necessarily vary to take account of the
@ R D I C 1 999
ci rcu mstances relevant to the particular contracb The sub -clauses which were
considered to be applicab le to many (but not all) contracts have been included in the
Gen eral Cond itions, in order to facilitate their incorporation into each contract .
The G en eral Conditio ns and the Par
t icular Cond itions will together comprise the
Conditions of Contract governing the rights and obligations of the parties. It will be
necessary to prepare the Par
t icular Conditions for each individual contract, and to
take account of those sub- clauses in the General Cond itions which mention the
Par
t icu lar Conditions.
(ii)
(iiO
wish to apply cou ld simply be deleted or not invoked, than i f additio nal
text had to be written (in the Particular Condit ions) because the General
Conditions did not cover their requirements; or
(b)
For example, Sub-Clause 1 4.2 [A dvance Payment] is included for convenience, not
because of any FI DIC policy in respect of advance payments. This Sub-Clause
becomes inapplicable (even if it is not deleted) if it is disregarded by not specifying the
amount of the advance . It sho uld th erefore be noted that some of the provisio ns
Fu rther information on these aspects, example wordin g for other arrangements , and
other explanator
y material and example wording to assist in the preparation of the
Par
t icu la
r Conditions and the other tender documents , are included within th is
Where example wordi ng is am ended, and in all cases where other amendments or
additions are made, care must be taken to ensure that no ambigu it
y is created , either
with the General Conditions or between the clauses in the Part icular Conditions. It is
@ FIDI O 1 999
essential that atl these d rafting tasks, and the entire preparation of the tender
docu ments, are entrusted to personnel with the relevant expertise, including the
contractual , technical and procu rement aspects .
This pu b l ication concludes with example forms for the Letter of Ten der, the Appendix
to Tend er (provid ing a checklist of th e sub-c lauses which refer to it) , the Contract
Agreement, and alternatives for the Dispute Adj udication Agreement. Th is Dispute
Adjudication Agreement provides text for the agreement between the Employer, the
Contractor and the person ap pointed to act either as sole adjudicator or as a member
of a three- person dispute adjudication board; and incorporates (by reference) the
ter
m s in the Appen dix to the General Conditio ns.
FI DIC intends to pu blish a guide to the use of its Cond it io ns of Contract for
Construction, for Plant a
n d Design- Build , and for EPC/Turnkey Projects . Another
relevant FI D IC publ ication is "Tendering Procedure " , which presents a systematic
approach to the selection of tenderers and th e obtaining and evaluation of tenders.
I n order to clarify the seq uence of Contract activities , reference may be made to the
charts on th e nex
t two pages and to th e Su b -Clauses listed below (some Sub- Clause
nu m bers are also stated in the charts) . The char
t s are il lustrative and must not be
taken into consid eration in the interpretation of th e Conditions of COntract.
1 . 1 . 3. 1
&
1 3.7
Base Date
1 . 1 .3. 2
&
8. 1
Commencement Date
1 . t .6.6
&
4.2
1 . 1 .4. 7
&
1 4 .3
1 . 1 .3 , 3
&
8. 2
1 . 1 .3 .4
&
9. 1
1 . 1 . 3 .5
&
1 0. 1
1 . 1 .3.6
&
1 2.1
1 . 1 .3.7
&
1 1 .1
1 . 1 .3 . 8
&
1 1 .9
Perfor
m ance Security
Interim Payment Cer
t ifi cate
Time for Comp letion (as ex
t ended under 8 .4)
Tests on Completion
Taking-Over Cer
t ifi cate
Tests af
t er Co mpletion (if any)
Defects Notifi cation Period (as ex
t ended under 1 1 . 3)
1 . 1 . 4. 4
&
1 4. 1 3
@ FI D I C 1 999
Per
forma
n ce Cer
t ifi cate
Submissio n Iss u e of th e
8. 1
! 0 . 1 l ssue of
1 1 , 9 Issue of
Tender
of the
Letter of
Commencement
Taking-Over
Performa
n ce
Documents
Tender
Acceptance
Date
Certifi cate
Certif
i cate
I ssu e of t he
Base
Defects
D ate
8 . 2 Time fo r
Notif
i cation
Completion 1
Period 3
28d
< 2 8d
to the
Te n d e r
pedod
1 .1 Notifying -:
< 21 d
of Defects
Contractor2
4 , 2 I s ue of the
9 . 1 Tests on
Per
for
m ance Security
Com pletion 4
Remedying
of D efe
cts
4 , 2 Retu rn of
th e P e r
fo r
m ance
Se
c urity
Typical sequence of Principal Events during Contracts for Plant and Design-Build
1.
2.
3.
4.
The Time for Completion is to be stated (in the Appendix to Tender) as a number of days, to which is added
Depending on the type of Works. Test after Completion may also be required.
Fi D[C 1 999
1 4 ,3 Contractor
1 4,6 Engineer
1 4 ,7 Employer makes
issu es I nter i m
o n tracto r
C
Each of t h e
< 56d
month ly (or
otherwise)
i nte ri m
< 28 d
payments
Th e fi n a l
paym ent
statement, Contractor
< 56d
< 28 d
1 4 , 1 1 Contractor submits
1 4. ! 1 Contrac: or
1 4. 7 Employer
su bmit s Fina
l Statement
Fina
l Payment
makes payment
Engineer
nd the 1 4. 1 2 discharge
Certifi cate
Party g ives
20 .2 Parties
20 ,4 A Party refers
20 .4 A Party may
20 , 6 A Party
notice of the
appoint the
a dispute to the
issue a "notic
a of
i ntentio n to
DAB
DA
B
d is
s atisfact io n "
arbitration
refer a dispute
to a DAB
< 28d
Parties present
Amicable
s u bm issions to th e DAB
s ettlem e nt
< 2 8d
< 84d
DAB give
s
Arb itrator/s
t s deci sion
i
appointed
> 5 6d
GENERi L CONDITIONS
GU I DAN C E FO R TH E
P RE PARATI ON O F
FOR M S O F LE-I-I-ER O F
TEN D ER , CO NTRACT
AG RE E M E NT AN D
D IS P UTE A DJ U D I CATI O N
AG R E E M ENT
General Co nditio ns
I N G E N I EU RS - C O N S E I LS
I NT E R NATIO NAL F E D E R
ATION O F CO N SU LT
I N G EN G I N E E RS
I NTER NAT
I O NALE VER E I N I G U N G BE R
AT E N D E R I N G E N I E U R E
FE D ERACI O N I NT ER NAC I O NAL DE I N G E N I E ROS CO NS O LTOR ES
FI DI
G en e ral Co n d iti o n s
CO NTE NTS
G E N E RAL P ROVIS IO NS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1 .1
Defi nitions
1 .2
Interpretation
1 .4
1 .5
1 ,6
1 ,7
1 .8
1 .9
Law an d Language
Priority of Docu ments
Contract Agreem ent
Assignment
Care an d Supply of Documents
Errors in the Employer' s Requirements
1 .1 1
1 ,1 2
1 .3
Comm unications
TH E EM P LOYER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2. 1
2 ,3
2 ,4
2.5
2.2
TH E E N G I N E ER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 0
3. 1
3.2
3 .5
Determinations
3.3
3.4
TH E CO NTRACTO R . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1
4. 1
4.4
Subcontractors
4.2
4.3
Performance Security
Contractor' s Representative
@ R D I C 1 999
4.5
4. 6
4.7
4.8
4. 9
Co-operation
Setting Out
Safety Procedu res
Quality Assurance
4. 1 0
Site Data
Avoidance of I nterference
4. 1 5
Access Route
4 . 1 6 Transport of Goods
4 . 1 7 Contractor' s Eq uipm ent
4. 1 8
4. 1 9
El ectricit
y, Water and Gas
Fossils
D ESIG N
5. 1
5 .3
5 .4
5.2
Contractor's Documents
5.5
Training
5.6
5.7
STAF F AN D LABO U R . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6. 1
6 .2
6 .3
6 .4
Labour Laws
6 .5
Worki ng Hou rs
6.7
6 .8
6. 1 0
7. 1
Ma
n ner of Execution
7 .2
7 .3
Sample
s
I nspection
5.8
6 .6
6 .9
6. 1 1
7.4
7 .5
7.6
7.7
7 .8
ii
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Design Error
Contractor's Personnel
Testing
Rejection
Remedial Work
@ Fi DI C 1 999
C O M M E N C E M ENT, D E LAYS AN D S U SP E N S I O N , , . . . . . .
8, 1
8.2
8.3
8 .4
8, 6
8.7
8 .8
8 ,9
Rate of P rogress
Delay Damag es
Suspension of Work
Consequences of Suspension
8. 1 1
8. 1 2
Prolonged Suspension
Resu m ptio n of Wor
k
8.5
. . . . . . . 27
TESTS O N C OM P LErl O N . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
9.1
9 ,2
9 ,3
9 .4
10
11
1 1 .1
Completion of Outsta
n d ing Work and Remedyi ng
Defects
1 1 6
Further Tests
1 1 . 7 Right of Access
1 1 .8
Contractor to Search
1 ! .9
Performance Cer
t ifi cate
12
1 2. 1
J 2 .2
1 2.3
1 2 .4
13
1 3 , 1 Right to Vary
1 3 . 2 Value Eng ineering
1 3.3
Variation Procedure
@ R D EC 1 999
iii
Provisional Sums
1 3 .6
Daywork
14
1 4. 1
1 4 . 2 Advance Payment
Discharg e
Issue of Final Payment Cer
t ifi cate
Cessation of Employer' s Liabi lity
Currencies of Payment
15
1 5 .1
Notice to Correct
1 5 .2 Termination by Employer
1 5 .3 Valuation at Date of Termination
RI S K AN D R ES PO NS I B I LITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
1 7.1
Indem nities
Contractor ' s Care of the Works
1 7.2
1 7 ,3 Employer' s Risks
1 7 .4 Consequences of Em ployer 's Risks
1 7 ,5 I ntellectual and Ind ustrial Property Rig hts
I 7.6
Umitatien of Uability
18
I NSU RAN C E . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
iv
Property
@ FIDIC 1 999
19
FO RC E MAJ EU R E
1 9. 1
1 9.2
1 9 .3
1 9.4
1 9.5
19 6
Force Majeure Af
fecting Subcontractor
Optional Termination , Payment and Release
20
20 . 1
Contractor' s Claims
1 9.7
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
20 . 6
Arbitration
. . . 64
I N D EX OF S U B-C L
A US ES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
F1DtC 1 999
vi
1 . 1 .4, 1
Accepted Contract Am ou nt
1 . 1 . 6 ,5
Laws
1 .1 .1 .9
Appendix to Tender
1 . 1 . 1 .3
Letter of Acceptance
1 . 1 .3. 1
Base Date
1 . 1 , 1 .4
Letter of Tender
1 . 1 .3 . 2
1 . 1 .4. 8
Local Cu rrency
1 ,1 .1 .1
Contract
1 . 1 .5 ,3
Materials
1 . 1 . 1 .2
Contract Ag reement
1 . 1 ,2 . 1
Part
y
1 . 1 . 4. 2 .
Contract Price
1 . 1 .4. 9
1 . 1 .2.3
Contractor
1 . 1 ,3 . 8
1 , 1 .6. 1
1 . 1 ,6.6
Per
formance Securi ty
1 . 1 .5. 1
1 . 1 . 5 .4
Per
m anent Works
1 . 1 ,2 . 7
1 . 1 .5 ,5
Plant
1 . 1 . 1 .7
Contractor's Proposal
1 . 1 ,4 . 1 0
Provisional Su m
1 : 1 .2.5
1 . 1 .4 . 1 1
Retention Money
1 . 1 .4. 3
Cost
1 . 1 , 1 .6
Schedules
1 , 1 .6.2
Country
1 .1 .1 .1 0
1 . 1 .2.9
DAB
1 . 1 . 1 .1 0
Sched u le of Pay
m ents
1 , 1 .3 . 9
day
1 . 1 .5.6
Section
1 . 1 .3.7
1 . 1 ,6 . 7
Site
1 . 1 .2.2
Employer
1 . 1 .4, 1 2
Statement
1 . 1 .6.3
1 . 1 .2.8
Subcontractor
1 . 1 ,2.6
Employer's Personnel
1 . 1 .3.5
1 . 1 , 1 .5
Employer' s Requirements
1 . 1 . 5 .7 ,
Temporar
y Works
1 . 1 , 2 .4
Engineer
1 . 1 . 1 .8
Ten der
1 . 1 .2. 1 0
FI D IC
1 . 1 .3.6
1 . 1 ,4 . 4
1 . 1 .3.4
1 . 1 .4.5
Final Statement
1 . 1 .3.3
1 . 1 . 6 .4
Force Majeure
1 .1 .6.8
u nforeseeable
1 . 1 . 4. 6
Foreign Currency
1 . 1 .6.9
Variatio n
1 . 1 .5,2
Goods
1 . 1 . 5 .8
Works
1 . 1 .4, 7
1 . 1 . 3 .9
year
@ F] D iC 1 999
G en e ral Co n d iti o ns
1 .1
Defin ition s
1 .1 . 1
The Contract
In the Conditions of Contract ("these Cond itions") , which include Particular Cond itions
and these General Cond itions , th e following words and expressions shal l have the
meanings stated . Words ind icati ng persons or parties include corporations and other
legal entit ies, except where the context requires otherwise.
1 .1 .1 .1
" C ontract " means the Contract Agree ment , th e Letter of Acceptance ,
the Letter of Tend er, these Co ndit ions , the Em ployer' s Req uirem ents , the
1 . 1 . 1 .2
" Contract Ag reement" means the contract agreement (if any) referred to in
Su b-Clause 1 .6 [Contract Agreemen t] .
1 . 1 . 1 .3
" Letter of Acceptance " means the letter of formal acceptance , signed by
th e Employer, of the Let
t er of Tender, including any ann exed memoranda
comprising agreements between and signed by both Par
t ies. If there is no
such let
t er of acceptance, the expression " Let
t er of Acceptance" m eans the
Contract Ag reement a
n d the date of issui ng or receiving the Letter of
Acceptance means the date of signing the Contract Agreement.
1 . 1 . 1 .4
" Let
t er of Tender" means th e document entitled letter of ten der, which was
" Em p loyer' s Req ui rements means the docum ent entitled employer' s
requ irements , as i n cl uded in the Contract , an d any add itio ns and
modifi cations to such document in accord ance with the Contract. Such
1 . 1 . i .6
" S ched ul es" means the docu ment(s) entitled schedul es , com pleted by the
" Co ntracto r' s Pro posal " means the docu ment entitled proposal , which the
Contractor submitted with the Letter of Tender, as included in the Contract .
"Tender" mea
n s the Let
t er of Tender and al l other docum ents which the
Contractor submit
t ed with tlq e Let
t er of Tender, as i ncluded in the Contract
1 . 1 . 1 .9
Genera] Conditions
FID}C 1 999
"App end ix to Te nder" means the com pleted pag es entitled appendix to
tender which are appended to and form part of the Letter of Tender.
1
" Par
t y" means the Employer or th e Contractor, as th e context req uires .
" Co ntracto r" means the person(s) named as contractor i n the Letter of
Tender accepted by the Employer and th e l egal successors in titl e to this
person(s) .
1 . 1 .2.4
O3
" E ngi ne er" means the person appointed by th e Employer to act as the
Engineer for the purposes of the Contract and named in the Appendix to
Teilder, or other person appointed from time to time by the Em ployer and
notifi ed to the Contractor under Sub - C lause 3 . 4 [Replacement of the
Engineer] .
O2
o
LL
1 . 1 .2.5
Sub-Clause 3.2 [Delegation by the Engineer] and al! other staff, labour and
1 . 1 .2.7
personnel whom the Contractor utiliees on Site, who may include the staff,
Works .
1 . 1 .2 . 8
" DAB" m eans the person or three persons so named in the Contract, or
Adjudication Board
].
1 . 1 .2 . 1 0
" F I D IC" means the F6d6ratio n Internationale des t ng6n ieurs- Oonseils, the
international federation of consulting engineers .
1 . 1 .3
1 . 1 .3 . 1
.. .. Base Date" means the date 28 d ays prior to the latest date for
submissio n of the Tender.
1 . 1 .3,2
" Com men ce ment Date" means the d ate notifi ed under Su b -Clause 8 . 1
[Commencement of Works] .
1 . 1 . 3 .3
Fq D EC 1 999
"Ti m e for Compl et i on" means the time for com p leting the Works or a
Section (as the case may be) u n der Sub -Clause 8 . 2 . [Time for Completion] ,
as stated in the Append ix to Tender [with any ex
t ension u nder Sub- Clause
Conditions of Contract for Plant an d Design- Build
" Tests o n Co m pl etio n " means th e tests wh ich are specifi ed in the Contract
o r agreed by both Parties or instructed as a Variation , and which are carri ed
out under Clause 9 [Teats on Completion] before th e Wo rks o r a Section (as
" Defects Notificati o n Period " means the period for notifying defects in the
Works or a Section (as the case may be) under Sub -Clause 1 1 . 1
1 . 1 .3 .8
1 . 1 .4. 1
"Acce pted Co ntract Amo u nt" means the amou nt accepted in the Letter of
Acceptance for the execution and co mpletion of the Works an d th e
1 .1 .4
1 . 1 .4.2
" Co nt ract P ri ce " means the price defi ned in Sub -Clause 1 4 . 1 [The
Contract Price] , and includes adjustments in accordance with the Contract.
1 . 1 . 4.3
" Cost" means al l expend iture reasonably incu rred (or to be incurred) by the
Contractor, wh ether on o r off the Site, incl udi ng overhead and similar
charges , but does not i nclude profi t.
1 . 1 .4.4
1 . 1 . 4. 5
[Applic
a tion for Final Payment Cer
tifica te] .
1 . 1 . 4. 6
1 .1 .4.7
1 . 1 . 4. 8
1 . 1 . 4. 9
RDIC 1 999
IS
p
I
1 . 1 . 4. 1 0 " Pro, isional Su m" means a sum ('r any) which is sp#cifl ed in the Contract as
a provisional sum , for the execution of any part of the Works or for the supply
of Plant, Materials or services under Sub-Clause 1 3 . 5 [Provisional Sums] .
" Rete ntio n Money" m eans the accu mulated retention moneys which the
1 . 1 .4. 1 1
! . ! .4. 1 2
certif
i cate .
1 .1 .5
Works an d Good s
1 . 1 .5 . 1
Tem porary Works, Employer's Equipment (if any), Plant, Materials and any
other things intended to form or forming part of the Permanent Works .
1 . 1 .5.2
Wor
k s , Or any of them as ap propriate.
1 . 1 .5 3
1 . 1 .5 . 4
1 . 1 . 5.5
1 . 1 .5 . 6
1 . 1 .5 . 7
1 .1 .6
"Contracto r's Doc u ments " means th e calculations , comp uter p rog rams
1 . 1 .6 .3
execution of the Works, "as stated in the Specifi cation; but does not include
Plant which has not been taken over by the Empl oyer.
1 . 1 . 6 .4
4
@ FiDIO 1 999
1 . 1 . 6.5
1 . 1 . 6. 6
" Performance S ec u rity" means the security (or securit ies , if any) u nd er
Sub-Clause 4. 2 [Per
formance Security] .
1 . 1 .6.7
"Site" means the places wh ere the Permanent Works are to be executed
and to wh ich Plant and Materials are to be deliv ered , and any oth er places
as may be specifi ed in the Contract as forming part of the Site .
I nterp tation
(a)
(b)
(c)
(d)
The marginal words and ether headings shall not be taken into consideration in the
interpretation of these Cond itions.
1 .3
Com mu ni c at i on s
Wh erever these Conditions" provide for the g iving or issuing of approvals , certificates,
consents, determinations, notices and requests , these communications shall be :
(a)
Co)
del i
v ered, sent or transmitted to the address for the recipient's com mun ications
as stated in the Ap pend ix to Tender. H owever:
(i)
(i i)
Approvals, cer
t ifi cates , consents and determinations shall not be u nreasonably
with held or delayed . When a ce r
t ifi cate is issued to a Party, th e cer
t ifi er sh al l sen d a
copy to the oth er Party. Wh en a notice is issued to a Party, by the oth er Party or the
Engineer, a copy shall be sent to the En g ineer or the other Party, as the case may
be .
1 .4
Law an d Language
G eneraJ Condfllon s
The Contract shall be governed by the law of the cou ntry (or other jurisdiction) stated
in the Appendix to Tender.
@ RDIC 1 999
l
z
If there are version s of an i part of the Contract which are written in more than one
language, the version which is in the ruling language stated in the Appendix to Tender
shall prevail .
The language for communications shall be that stated in the Appendix to Tender. If no
language is stated there, the language for communications shall be the language in
wh ich the Contract (or most of it) is written .
1 ,5
z
C9
(a)
(b)
(c)
(d)
(e)
(t)
(g)
u.
(h)
the Contractor's Proposal and any other documents forming part of the
Contract.
If a
n ambiguity or discrepancy is found in the documents, the Erlgineer sha
l ! issue any
necessary clarification or instruction .
1 .6
Co ntract Ag reement
T e Partie
h
s shall enter into a Contract Agreement within 28 days after the Contractor
receives the Letter of Acceptance , unle
s s they ag ree otherwise . T
h e Contract
Agreement shall be based upon the form annexed to the Particular Conditions. T
he
costs of stamp duties and similar charges (if any) imposed by law in connection with
y into the Contract Agreement shall be borne by the Employer.
entr
1 .7
As sign m e nt
Neit her Party shall assign the whole or any part of the Contract or any benefit or
interest in or u nder the Contract . H owever, either Party:
(a)
(b)
may assign the whole or any part wit h the pri or agreement of the other Party,
1 .8
Each of the Contractor' s Docu ments shal l be in the custody and care of the
Contractor, unless a
n d until taken over by the Employer. Unless otherwise stated in
the Contract, the Contractor shall supply to the Engineer six copies of each of the
Contractor ' s Documents .
The Contractor shall keep, on th e Sit e, a copy of the Contract, publications named in
@ F1 D EO 1 999
1 .9
E rrors in th e Em ployer's
Req u i rements
un d er Su b -Cl ause 5 . 1 [General Design Obliga tions] , the Contractor sh al l g ive notice
to the Eng ineer and shal l be entitled su bject to Su b-Clause 20 . 1 [Con tractor's
Claims] to :
(a)
(b)
After receiving this notice, tlqe Engi neer shall proceed in accordance with S ub- Clause
3 . 5 [Determinations] to ag ree or determine (i) whether and (if so) to what extent the
erro r coul d not reasonably have been so discovered, an d (in the matters described in
sub-paragraphs (a) and (b) above related to this extent.
1 ,1 0
:
Em ployer's Use of
The Contractor shall be deemed (by signin g the Contract) to give to the Employer a
non-terminable transferable non -excl usive royalty-free licence to copy, use and
communicate the C
o ntractor' s Docu ments, includ ing maki ng and using modifications
of them . This licence shall :
(a)
(b)
apply throughout the actual or intended working life (whichever is longer) of the
rel evant parts of the Works,
entitle any person in proper possession of th e relevant part of the Works to
copy, use and com mu nicate th e Contractor' s Documents for the purposes of
the Works, n
ad
(c)
in the case of Contractor' s Docu ments which are in the form of computer
Co ntracto r's U se of
As between the Parties , the Em p loye r shall retain th e copyright and oth er
intellectual proper
t y rights in the Em p loye r ' s Requi re ments and oth er docu m ents
made by (or on behalf of} the Em ployer. Th e Contractor may, at his cost , copy, use ,
and obtain commun ication of th ese docu me nts for the p u rposes of the Contract.
They s h all not , wit h out the Emp loyer' s co nsent , be copied , used or comm unicated
to a th ird party by the Contractor, except as n ecessary for the purposes of th e
Contract .
1 ,1 2
Engineer may reasonably req uire in order to verify the Contractor' s complia
n ce with
the Contract.
Genera] Conditions
@ R DIC 1 99g
The Contractor shall, in performing the Contract, comply with qppticable Laws. Unless
1 .1 3
(a)
(b)
the Employer shall have obtained (or shall obtain) the planning, zoning or similar
permission for the Permanent Works, and any other permissions described in
the Employer's Requirements as having been (or being) obtained by the
Employer; and the Employer shall indemnify and hold the Contractor harmless
against and from the consequences of any failure to do so; and
the Contractor shall give all notices, pay all taxes, duties and fees, and obtain
all permits, licences and approvals, as required by the Laws in relation to the
design, execution and completion of the Works and the remedying of any
defects ; and the Contractor shall indemnify and hold the Employer harmless
against and from the consequences of any failure to do so.
1 .1 4
If the C
o ntractor constitutes (under applicable Laws) a joint venture, consortium or
other u ni ncorporated g roup i ng of two or more persons :
(a)
these persons shall be deemed to be jointly and severally liable to the Employer
(b)
these persons shall notify the Employer of their leader who shall have authority
(c)
Th
2. 1
Right of Access to
the Site
the Contractor shall not alter i ts composition or legal status without the prior
conse nt of th e Em ployer.
p loyer
The Employer shall give the Contractor right of access to, and possession of, all
parts of the Site within the time (or times) stated in the Appendix to Tender. The right
and possession may not be exclusive to the Contractor. If, under the Contract, the
Employer is required to give (to the Contractor) possession of any foundation ,
structure, plant or means of access, the Employer shall do so in the time and
mann er stated in the Employer' s Requ irements. However, the Em pl oyer may
withhold any such right or possession until the Performance Security has beer)
received .
If no such time is stated in the Appendix to Tender, the Employer shall give the
Contractor right of access to, and possession of, the Site within such times as may
be required to enable the Contractor to proceed in accordance with the programme
su bmitted under Sub - Clause 8 . 3 [Programme] .
If the Contractor suffers delay and/or incurs Cost as a result of a failure by the
Employer to give any such right or possession within such time, the Contractor shall
give notice to the Engineer and shall be entitled subject to Sub-Clause 20. 1
[Contractor's Claims] to :
(a)
(b)
payment of any such Cost .plus reasonable profit, which shall be included in the
Contract Price .
After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3 .5 [Determinations] to agree or deter
m ine these matt ers.
8
@ FIDIC 1 999
However, if and to the extent that the Em ployer ' s failure was caused by any error or
delay by the Co ntractor, in cl uding an error in , or delay in th e submission of, any of the
... ... ..
_ . .. . .. .. . .. ....
... . . . .. .. ..... . .. . . ..
(b)
by o btaining copies of the Laws of th e Cou ntry which are rel eva
n t to the
Contract but are not readily available , an d
for the Contractor's appl ications for any permits , licences or approvals requ ired
by the Laws of the Country:
(i)
(ii)
(iii)
2. 3
Em p loyer's Person n el
The Em ployer shall be responsible for ens u ring that the Emp loyer 's Person nel and the
Employer' s other contractors on the Site:
(a)
(b)
take actions similar to those wh ich the Contractor is req uired to take u nder su b
paragraphs (a) , (b) an d (c) of S ub-Clause 4 . 8 [Safety Procedures] and under
Su b-Clause 4 . 1 8 [Protection of the Environment] .
and
2 .4
h e Em p loyer shall submit, with in 28 days after receiving any req uest f
T
rom the
Contractor, reasonable evidence that fi nancial arrangements have been made and are
being maintai ned wh ich will enable the Employer to pay the Contract Price (as
estimated at that time) in accordance with Clause 1 4 [Contract Price and Payment] . If
th e Employer intends to make any material change to his fi nancial arrangements, the
Employer shall give notice to the Contractor with detailed particulars .
2.5
Em p loyer's C l ai m s
these Conditions or otherwise in conn ection with the Contract, and/or to any
extension of the Defects N otifi cation Period , the Employer or the Eng in eer shall give
notice a
n d particulars to the Contractor. However, notice is not required for payments
d ue u nder Su b -Clause 4 . 1 9 [Electrici04, Water and Gas] , un der Sub-Clause 4 . 20
[Employer's Equipment and Free-Issue Material] , or for other services req uested by
the Contractor.
:T he notice shall be g iven as soon as practicable after the Em ployer became aware of
the event or circumstances giving rise to the claim . A notice relating to any extension
of the Defects Notifi cation Period shall be g iven before the expiry of such period .
The par
t iculars shall specify the Clause or other basis of the claim, an d shall include
substantiation of the amou nt and/or extension to which the Employer considers
himself to be entitled in connectio n with the Contract. T
h e Engineer shall then
proceed in accordance with Sub -Clause 3 . 5 [Determinations] to ag ree or determ ine
(i) the am ou nt (if any) which the Emp loyer is entitled to be paid by the Contractor,
General Cond ons
@ RDIC 1 999
(1)
i.
and/or (ii) the extension ('it any) of the Defects Notifi cation Period in accordance wit h
Sub-Clause 1 1 .3 [Extension of Defects Notification Period].
This amount may be included as a deduction in the Contract Price and Payment
Certifi cates. The Employer shall only be entitled to set off against or make any
deduction from an amount certifi ed in a Payment Certifi cate, or to otherwise claim
against the Contractor, in accordance with this Sub-Clause.
3.1
Th3gineer
Autho rity
oj
The Employer shall appoint the Engineer who shall carry out the duties assigned to
him in the Contract. T
h e Engineer's staff shall include suitabl
y qualifi ed engineers and
other professionals who are competent to carry out these dutie
s.
Employer's approval is required, then (for the purposes of the Contract) the Employer
(a)
(b)
(c)
the Contract , the Engineer shall be deemed to act for the Employer;
responsibilities under th e Contract ; and
notice, proposal, request, test, or similar act by the Engineer (including absence
of disapproval) shall not relieve the Contractor from any responsibility he has
under the Contract, including responsibility for errors, omissions, discrepancies
and non-com pliances .
3.2
Delegati on by the
En g i neer
writing a
n d shatl not take effect until copies have been received by both Part ies.
However, unless otherwise agreed by both parties, the Engineer. shall not delegate the
au
thorit
y to determine a
ny matter in accordance with Sub-Clause 3.5 [Determinations].
Assistants shall be suitably qualifi ed persons , who are competent to carry out the
se
duties and exercise this authority, and who are fluent in th e lang uage fo r
communications defi ned in Sub-Clause 1 . 4 [Law and Language] .
shall only be au
t horised to issue instructions to the Contractor to the ex
t ent defi ned
10
FiDIC 1 999
(a)
(b)
3.3
I nstructio n s of the
Eng i n ee r
The Engineer may issue to the Contractor (at any tim e) instructions wh ich may be
necessar
y for the execution of th e Works and the remedyin g of any defects , al l in
accordance with the Contract . T
h e Contractor shal l only take instr
u ctions f
rom the
Engineer, or from an assistant to whom the appro priate authority has been delegated
u nder this Clause. If an i nstruction constitutes a Variation, Clause 1 3 [Variations and
Adjustments[ shall ap ply.
T e Contractor shall comply with the instructions given by the Engineer or delegated
h
assistant, on any matter related to the Contract. T
h ese instructions shall be g iven in
writing .
3. 4
Replacem e nt of the
En g in eer
If the Employer intends to replace the Engineer, the Em ployer shall , not less than 42
days before the inten ded date of replacement, g ive notice to the Contractor of the
name , add ress and re levant experience of the intended replacement Eng ineer. T
he
Employer shall not replace th e Engineer with a person against whom the Contractor
raises reaso nable objection by notice to the Emp loyer, with suppor
t ing par
t iculars .
3.5
D ete rm in ation s
When ever these Conditions provide that the Eng ineer shal l proceed in accordance
with this Sub -Clause 3 . 5 to agree or determine n
a y matter, the Eng ineer shal l consu lt
with each Party in an endeavour to reach agreement , if agreement is not achieved , the
Eng ineer sha
l l make a fair determination in accordance wit h the Contract, taking d ue
regard of all relevant circumstances .
T e Eng ineer shal l g ive notice to both Par
h
t ies of each agreement or deter
m ination,
with su pporting particulars. Each Party shall give ef
fect to each ag reement or
determination u nless and until revised under Clause 20 [Claims, Disputes and
Arbitration] .
4.1
Th4ontractor
Ob lig atio ns
T e Contractor shall de
h
s ig n , execute and complete the Works i n accorda
n ce with the
o ntract, and shall remedy any defects i n the Wor
C
ks. W
h en com pleted, the Wor
ks shall
be fi t for the pu rposes for which the Works are intended as defi ned in the Contract.
T e Contractor shal l provide the Plant an d Contractor's Documents s pecified in the
h
Contract, and all Contractor' s Personnel , Goods , consumables and other things and
services, whether of a tem porar
y or perma
n ent nature, required in and for this design ,
execu
t ion, com pletion and remedying of defects.
olc i
11
The Works shall include any work which- is necessary to satisfy the Employer's
Requirements, Contractor's Proposal and Schedules, or is implied by the Contract,
and all works which (although not mentioned in the Contract) are necessary for
stability or for the completion, or safe and proper operation, of the Works.
T e Contractor shall be responsible for the adequacy, stabilit
h
y and safet
y of a
l l Site
operations, d all methods of construction and of al! the Works.
The Contractor shall, whenever required by the Engineer, submit details of the
arrangements and methods which the Contractor proposes to adopt for the
after receiving the Letter of Acceptance, and shall send a copy to the Engineer. The
Performance Securi t
y shall be issued by an entit
y and from within a countr
y (or other
jurisdiction) approved by the Employer, and shall be in the form annexed to the
Particular Condition s or i n anoth er form approved by the Employer.
28 days prior to the expiry date, the Contractor shall extend the validity of the
Performance Securit
y until the Works have been completed and any defects have
(a)
(b)
failure by the Contractor to pay the Employer an amount due, as either agreed
by the Contractor or determined under Sub-Clause 2.5 [Employer's Claims] or
Clause 20 [Claims, Disputes and Arbitration], within 42 days after this
(c)
(cO
failure by the Contractor to remedy a default within 42 days after receiving the
Employer's notice requiring the default to be remedied, or
12
FIDIC 1 999
4 .3
C o ntractor's
Rep resentative
The Contractor shall appoint th e Contractor's Representative and shall give him all
authority necessary to act o n the Contractor' s behalf u nder the Contract.
=
o
The Contractor shall not , without the prior consent of the Engin eer, revoke the
appointment of the Contractor' s Representative or appoint a replacement .
The whole ti me of the Contractor's Representati
ve shall be given to directi ng the
Contractor' s performance of the Contract . If the Contracto r' s Representative is to be
temporarily absent from the Site during the execution of the Works, a su itable
replacement person shall be appointed, subject to the Eng ineer's pri or consent, and
the Engineer shall be notifi ed accordingly.
Th e Contractor' s Representative shall , on behalf of the Contractor, receive instructions
u nder Su b -Clause 3 . 3 [Instructions of the Engineer] .
Su b cont ractors
(a)
(b)
the pri or consent of the Eng i n eer shal l be obtained to other proposed
(c)
the Contractor shall give the Engineer not tess than 28 days ' notice of the
intended date of the com mencem ent of each S u bcontractor' s work, and of the
4.5
No m in ated
S u bcontractors
employ as a Subcontractor. T
h e Contractor shall not be under any obligation to employ
s reasonable objection
a nominated Subcontractor against whom the Co ntractor raise
by notice to the Eng ineer as soon as practic
a ble, with sup por
t ing particulars .
4. 6
Co-o perati o n
@ RDIC 1 999
13
(a)
(b)
(c)
who may be employed in the execution on or near the Site of any work not included
in the Contract.
Any such instruction shall constitute a Vari ation if and to the extent that it causes the
Contractor to incur Unforeseeable Cost. Services for these personnel and other
if, under the Contract, the Employer is required to give to the Contractor possession
of any foundation, structure, plant or means of access in accordance with
Contractor 's Documents, the Contractor shall submit : such documents to the
4 .7
Setti ng O ut
The Contractor shall set out the Works in relation to ori g inal points , lines and levels of
reference specifi ed in the Contract or notifi ed by the Engineer. The Contractor shall be
responsible for the correct positioning of all parts of the Works, and shall rectify any
error in the posit ions, levels, dimensions or alignment of the Works.
The Employer shall be responsible for any errors in these specifi ed or notifi ed items d
reference, but the Contractor shall use reasonable effort s to verify their accuracy
before they are used .
If the Contractor suffers delay and!or incurs Cost from executing work which was
(a)
(b)
payment of any such Cost plus reasonable profit, which shall be included in the
After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3.5 [Determinations] to agree or determine (i) whether and (if so) to what ex
tent the
error could not reasonably have been discovered, and (ii) the matters de
s cribed in
sub-paragraphs (a) and (b) above related to this ex
t ent.
4.8
h e Contractor shall:
T
(a)
(b)
(c)
(d)
14
provide fencing, lighting, guarding and watching of the Works until completion
and taking over under Clause t 0 [Employer's Taking Over], and
Pq sl o 1 g99
(e)
fences) which may be necessary, because of th e execution of the Works , for the
use and protection of the public and of owners and occupiers of adjacent la
nd .
4. 9
The Contractor shall institute a quality assurance system to demonstrate com pliance
with the requirements of the Contract. T
h e system shall be in accorda
n ce with the
Eng in eer for information before each design and execution stage is comm enced .
When a
n y document of a technical nature is issued to the Engineer, evidence of the
prior approval by the Contractor himself shal l be appa
rent on the document it self.
Compliance wit h th e qual ity assurance system shal l not relieve the Contractor of a
ny
of his d u
t ies, obligations o r responsibilities u nder the Contract.
L _
4. 1 0
The Employer shall have made available to the Contractor for his information, prior to
S ite Data
the Base Date, all relevant data in the Employer' s possession on sub-surface and
hyd rolog ical conditions at the Site, includ ing envi ronmental aspects . The Employer
shall similarly make available to the Contractor all such data wh ich com e into the
To the extent which was practicabl e (taking account of cost an d time), the Contractor
shall be deemed to have obtained al l necessar
y information as to risks, contingencies
an d other circumstances which may infl uence or af
fect th e Ten der or Works . To the
same extent , th e Contractor shall be deemed to have inspected a
n d examined the
Site, its su rroundings , the above data and other availab le infor
m ation, and to have
been satisfi ed before su bmitting the Tender as to all relevant matters, including
(without limitation) :
(a)
(b)
(c)
(d)
(e)
4, 1 1
..
Suf
f iciency of the
Accepted Contract
Am ount
. . .. .... ... .. .
h e Contractor sha
T
l l be deemed to :
(a)
necessar
y information , inspections , examinations and satisfaction as to al l
@ RD C 1
15
4. 1 2
In this Sub-Clause, " physical conditions" means natural physical conditions and man
mad e an d other phys ical obstructions and pollutants, wh ich the Contractor
encounters at the Sit e when executing the Works, includin g su b-surface and
hydrologica! conditions but excluding climatic conditions.
If the Contractor encounters adverse physic
a l condit ions which he considers to have
been Unforeseeable, the Contractor shall g ive n otice to the Engin eer as soon as
practicable.
uJ
This notice shall describe the physical conditions, so that they can be inspected by
the Engineer, and shall set out the reasons why the Contractor considers them to be
L9
Unforeseeab le . T
h e Contractor shall continue execu
t ing the Works, us ing such prope r
and reasonab le measures as are appropriate for the physical conditions, and shall
comply with any instructions which the Engineer may give. If an instruction constitutes
a Vadation, C lause 1 3 [Variations and Adjustments] shall apply.
O9
,,
o
if and to the extent that the Contractor encounters physical conditions which are
Unforeseeable, gives such a notice, and suffers delay and/or incurs Cost due to these
conditions, the Contractor shall be entitled subject to Sub-Clause 20. 1 [Contractor's
Claims] to :
(a)
(b)
payment of any such Cost, which shall be included in the Contract Price.
After receiving such notice and inspecting and/or investigating these physical
conditions, the Engineer shall proceed in accordance with Sub-Clause 3.5
[Determinations] to agree or determine (i) whether and (if so) to what ex
t ent these
physical conditions were Unforeseeable, and (ii) the matters described in sub
paragraphs (a) and (b) above related to this extent.
However, before additional Cost is fi nally agreed or deter
m ined under sub-paragraph (iO,
the Engineer may also review whether other physic
a l conditions in simila
r parts of the
Works Cff a
n Y) were more favourable tha
n could reasonabl
y have been foreseen when
conditions were encountered , the Engineer may proceed in accordance with Sub
due to these conditions , which may be included (as deductions) in the Contract Price
n d Payment Certific
a
ate
s . However, the net effect of all adjustments under sub
paragraph (b) n
a d all the
se reductions, for all the physical conditions encountered in
similar parts of the Works, shall not result in a net reduction in the Contract Price.
The Engineer may take account of any evidence of the physical conditions foreseen
by the Contractor when submitting the Tender, which may be made available by the
Contractor, but shal l not be bou nd by any such evidence.
4.1 3
sha
l l also obtain , at his risk and cost, any add itional facilities outside the Site which he
may require for the purposes of the Works .
4, 1 4
Avoi dance of
I nte rferen ce
(a)
16
RDiC 1 999
(b)
the access to and use and occu pation of al l roads and footpaths, irrespective
of wh ether they are p ub lic or in the possess ion of the Employer or of others .
Th e Contractor shal l indem n ify and hold the Em ployer harm less against and from all
damages, losses and expenses (incl ud ing legal fees and expenses) resulting f
rom any
such un necessary or improper i nterference.
4. 1 5
Access R o ute
The Contractor shall be deemed to have been satisfied as fo the su itability and
prevent any road or bridge from being damaged by the Contractor' s traffic or by the
Contractor' s Person nel . T
h ese ef
for
t s shall include the pro per use of appropriate
(a)
(c)
(d)
(e)
(b)
access routes , a
nd
4. 1 6
Transpo rt of Goods
U nless other
w ise stated in the Particular Cond itions :
(a)
(b)
the Contractor shall give th e Eng ineer not less than 2 1 days' notice of the date
on wh ich a
n y Pla
n t or a maj or item of other Goods wil! be delivered to the Site;
unloading , storing and protecting all Goods an d other things required for the
Works; and
(c)
4. 1 7
Contracto r's
Eq u i p ment
4.1 8
Protection of th e
Envi ro n ment
The Contractor shal l take all reasonable steps to protect the environment (both on an d
f the Site) and to lim it damage and nuisance to people and property resulting f
rom
of
po ll u
t ion , noise an d other results of h!s operations.
he C
T
o ntractor shall ensure that em ission s , sur
face discharges and ef
l uent from the
f
R DIC 1 999
17
4. 1 9
The Contractor shall, except as stated below, be responsible for the provision of atl
power, water and other services he may require.
The Contractor shall be entitled to use for the purposes of the Works such supplies
of electricity, water, gas and other services as may be available on the Site and of
which details and prices are given in the Employer's Requirements. The Contractor
shall, at his risk and cost, provide any apparatus necessary for his use of these
services and for measuring the quantities consumed.
Te quantities consumed and the amounts due (at these prices) for such services shall
h
be agreed or determined by the Engineer in accordance with Sub-Clause 2 .5
[Employer's Claims] and Sub-Clause 3.5 [Determinations] . T
h e Contractor shall pay
these amou nts to the Em ployer.
4 . 20
. . . . .J
The Employer shall make the Employer' s Equipment (if any) available for the use of the
Contractor in the execution of the Works in accordance with the details, arrangements
and prices stated in the Employer' s Requirements. Unless otherwise stated in the
Empfoyer' s Req ui rem ents :
(a)
(b)
that
T e appropriate quantities and the amounts due (at such stated prices) for the use of
h
Employer's Equipment shall be agreed or determined by the Engineer in accordance
with Sub-Clause 2.5 [Employer's Claims] and Sub-Clause 3.5 [Determinations] . The
Contractor shall pay these amounts to the Employer.
The Employer shall supply, free of charge, the free-issue materials" (if any) in
accordance with the details stated in the Employer's Requirements. T
h e Employer
shall, at his risk and cost, provide these materials at the time and place specifi ed in
the Contract. T
h e Contractor shall then visually inspect them, and shall promptly give
notice to the Engineer of any shortage, defect or default in these materials. Unless
otherwise agreed by both Part ies, the Employer shall immediately rectify the notifi ed
shortage , defect or default. .
After this Visual inspection, the free-issue materials shall come under the ca
re, custody
and control d the Contractor, T
h e Contractor's obligations of inspection , care,
custody and control shall not relieve the Employer of liability for any shortage, defect
or default not apparent from a visual inspection.
4.21
. ... .. .
Progress Reports
.. . .. . . . ...
.. ...
. .... .. ..
Unless otherwise stated in the Part icular Conditions, monthly progress reports shall be
Reporting shall continue until the Contractor has completed all work Which is known
to be outstanding at the completion date stated in the Taking-Over Certifi cate for the
Works.
@ FIDIC 1 999
(a)
(b)
(c)
charts and detai led descriptions of progress , includ ing each stage of desig n ,
for the manufacture of each main item of Plant and Materials , the nam e of th e
manufacturer, man ufacture location , percentage progress , and the actual or
expected dates of:
(i)
(ii)
(iii)
(iv)
commencement of manufacture,
Contractor's ins pections,
tests, and
(d)
(e)
copies of quality assurance documents, test results and cert ifi cates of
(t)
(g)
(h)
and Equipment] ;
Materials;
4. 22
Security of t he Site
(a)
(b)
auth orised persons shall be l im ited to the Contractor 's Personnel an d the
Employer' s Personnel; n
a d to any other personnel notifi ed to the Contractor, by
the Employer or the Engineer, as authodsed personn el of th e Employer' s other
Sit e , and
4. 23
Contractor's O perations
on S ite
The Contractor shal l confi ne his operations to the Site, and to any additional areas
which may be obtained by the Contractor and ag reed by the Engineer as working
areas. T
h e Contractor shall take all necessary precautions to keep Contractor' s
Equipment and Contractor' s Personnel with in the Site an d these additional areas, a
nd
During the execution of the Works, the Contractor shall keep the Site free from all
u nnecessar
y obstruction , and shall store or dispose of any Contractor's Equipment or
surpl us materials . Th e Contractor shall clear away and remove from the Site any
. wreckage, rubb ish and Temporary Wo rks which are no longer required.
U pon the issue of a Taking-Over Cert ifi cate, the Contractor shall clear away a
nd
remove, from that part of the Site and Works to which the Taking-Ova
r Certifi cate
refers, all Contractor' s Equipment , surpl us material, wreckage, ru bbish and Temporar
y
Works . The Contractor shal l leave that par
t of the Site and the Works in a cl ean an d
safe cond ition . However, the Contractor may retain on Sit e, duri ng the Defects
Notifi cation Period , such Goods as are required for the Contractor. to fu lfi l ob l igations
under the Contract.
General Conditions
nDIc l e
19
4. 24
Fossi ls
All fossils , coins , articles of val ue or anti qu ity, and structures and other remains or
items of geological or archaeological interest found on the Sit e shall be placed under
the care and authorit
y of the Employer. The Co ntractor shal l take reasonab le
h e Contractor shal l , upon discovery of any such fi ndi ng , promptly give n otice to the
T
LU
(2
Z
<
co
(a)
(b)
payment of any such Cost, which shall be included in the Contract Price.
Af
t er receiving this fu rt her notice, the Engineer shall p roceed in accordance with Sub
Clause 3 .5 [Determinations] to agree or determine these matters .
5 .1
General D es ig n
O bl igations
The Contractor shall carry out, and be responsible for, the design of the Works. Desig n
otherwise stated in the Contract, the Contractor shall submit to the Eng ineer for
consent the name a
n d par
t iculars of each proposed de
s igner and desig n Subcontractor.
The Contractor warrants that he, his designers and design Subcontractors have the
experience and capability necessary for the design. The Contractor under
t akes that
the de
s igners shall be available to at
t end discussions with the Engineer at all
reasonable times, until the expiry date of the releva
n t Defects Notifi cation Period .
Out] . Within the period stated in the Appendix to Tender, calculated from the
Commencement Date, the Contractor shal l give notice to the Eng i neer of any error,
fault or other defect found in the Employer' s Req uirements or these items of reference.
After receiving this notice, the Engineer shall determine whether Clause 1 3 [Variations
and Adjustma
n ts] shall be applied, a
n d sha
l l give notice to the Contractor accordirlgly. If
and to the extent that (taking accou nt of cost n
a d time) a
n experi enced contractor
The Contractor' s Documents shall comprise the tech nical documents specifi ed in the
2O
R D I C 1 g99
The Contractor shall prepare all Contractor's Docu ments , and shall also prepare any
other documents n ecessary to instruct the Contractor' s Personn el. T
h e Em ployer's
Personnel shal l have the right to ins pect the preparation of all these docum ents,
Wherever th ey are being prepared .
If the Employer' s Requirements describe the Contractor ' s Docum ents which are to be
submitted to the En gineer for review an d/or for approval, th ey shall be submitted
accord ingly, tog eth er with a notice as de
s cribed below. In the following provisions of
this Sub - Clause , (i) "review period " means the period required by the En gineer for
review and (if so specifi ed) for approval, an d (ii) 'Contractor 's Doc uments" exclude any
docu ments which are not specified as being req uired to be submitted for review
and/or for approval .
(9
Unless otherwise stated i n the Em ployer's Requirements , each review period shall not
e: ceed 2 1 days, calculated from the date On which the Engineer receK,es a Contractor' s
reviewed (and , if specifi ed , approved) in accordance with this Sub- Clause, at the
Contractor' s cost.
(i)
the Engineer shall g ive notice to the Contractor that the Contractor' s
Document is approved , with or without comments, or that it fails (to the
(ii)
(ill)
(b)
(c}
(d)
ex
t ent stated) to com ply with the Contract;
execution of such part of the Works shal l not commen ce prior to the expi r
y of
the review periods for al l the Co ntractor ' s Documents which a
re relevant to its
design and execution;
execu
t ion of such par
t of the Works shall be in accordance with these reviewed
(and , if specifi ed , ap proved
) Contractor' s Docu ments ; and
if the Contractor wishes to mod ify any design or document which has
p revious ly been su bm itted for review (and , if specified , approval), the
Contractor shal l im mediately g ive notice to the Engineer. T
h ereafter, the
Contractor shall submit revised documents to the Engineer in accordance with
nDIc 1 9
21
O3
L_
Any such approval or consent, or any review (under this Sub-Clause or otherwise),
shall not relieve the Contractor from any obligation or respbn ibility
,3
... . . . . .
..
. ..
. . . . .. .
. . . . .....
..
..... . .. . . . . ....
.. .. . . .
Contractor's Undertaking The Contractor undertakes that the design, the Contractor's Documents, the
execution and th e completed Works will be in accordance with :
(a)
LU
(b)
<
3
5
(D
5.4
The de
s ign, the Contractor's Documents, the execution and the completed Works
y 's technical standards, building, construction a
nd
shali comply with the Countr
environ mental Laws , Laws applicab le to the product being produced from the Works ,
and other standards specifi ed in the Employer's Requirements, applicable to the
(O
,o
All these Laws shall, in respect of the Works and each Section, be th ose p revailing
when the Works or Section are taken over by the Employer under Clause 1 0
(a)
(b)
then the Engineer shall init iate a Variation in accordance with Clause 1 3 [Variations and
Adjustments] .
5.5
The Contractor shall carry out the training of Employer ' s Personnel in the operation
an d mai ntenance of the Wo rks to the extent specified i n t he Emp loye r' s
Tra i n ing
5 ,6
. .... .. .. ... . .
... . . . . ... .
..... ... .
. .. . . . .
. . ... .. .
Th e Contractor shall prepare, and keep up-to- date, a complete set of "as-built "
records of the execution of the Wo rks , showing the exact as-bui lt locations , sizes and
details of the work as executed . T
h ese reco rds shall be kept on the Site and shall be
used exclusively for the purposes of this Sub-Clause. Two copies shall be supplied to
the Engineer pri or to the commencement of the Tests on Completion.
I n add ition , the Contractor shall supply to the Engineer as- bu ilt d raw
i ngs of the Works,
Engineer the speci fi ed numbers and types of copies of the relevant as-built drawings,
@ R DI C 1 999
to be com pleted for the purposes of taking -over u nder S ub-Clause 1 0 . 1 [Taking Over
of the Works and Sections] until the Engineer has received these documents.
Operation and
M a i nte n an ce Ma n uals
the Engineer provisional o peration and mainten ance .manuals in sufficient detail for the
Emp loyer to operate, maintain , dismantle, reassemble, adjust and repair th e Plant.
The Works s hal l not be considered to be com pleted for the pu rposes of tak
i ng-over
under Sub-Clause 1 0. 1 [Taking Over of the Works and Sections] until the Eng ineer
has received fi nal operation and maintenance manuals in such detail, and any other
Des i g n Error
Sta
If errors , om issions, am big u ities, inconsisten cies, inadequacies or other defects are
found in the Contractor's Docu ments, they and the Wo rks shall be co rrected at the
Contractor' s cost, notwithstand ing a
n y consent or ap proval u nder this Clause.
n d La bo u r
6.1
E ngagement of
Staf
f an d Labou r
Except as otherwise stated in the Employer's Req uirements , the Contractor shal l
make ar
r angements for the en gagement of all staf
f and labour, local or otherwise , and
for their payment , housing , feed ing and transport .
6.2
that of th e Contractor.
6 .3
Perso n s i n th e Service
of Emp loyer
6, 4
Lab o u r Laws
The Contractor shall com ply with all the relevant labour Laws applicable to the
Contractor ' s Personnel, including Laws relating to their em ployment, health , safety,
welfare, imm ig ration and em ig ration , and shal l allow th em all their legal rig hts.
The Contractor shall require his employees to obey all applicable Laws, including
th ose concerning safet
y at wor
k.
Worki n g H o u rs
No wor
k shall be carried out on the Site on locally recog nised days of rest, or outside
other
w ise stated in the Contract,
Genera} Conditions
R D IC 1 999
23
(3
6.6
Contractor's Personnel. The Contractor shall also provide facilities for the Employer's
Personnel as stated in the Employer' s Requirements .
The Contractor shall not permit any of the Contractor's Personnel to maintain any
temporary or permanent living quarters within the structures forming part of the
Permanent Works .
6.7
O9
[:
The Contractor shall at all times take all reasonable precautions to maintain the health
and safety of the Contractor's Personnel. In collaboration with local health authorities,
the Contractor shall ensure that medical staff , fi rst aid facilities, sick bay and
ambulance service are available at atl times at the Site and at any accommodation for
o
u_
Contractor's and Employer's Personnel, and that suitable arrangements are made for
all necessary welfare and hygiene requirements and for the prevention of epidemics.
The Contractor shall appoint an accident prevention officer at the Site, responsible for
Co ntracto r's
h roughou
T
t the design and execution of the Works, n
a d as long thereafter as is
necessary to fulfi l the Contractor's obligations, the Contractor shall provide all
necessar
y superintendence to pla
n , arrange, direct, manage, inspect and test the
work.
6.9
Co ntractor's
Perso n n e l
(c)
(d)
24
of the environment .
RDIC 1 999
If ap propriate, the Contractor shal l then appoint (or cau se to be appointed) a su itable
replacement person .
6,1 0
Equ i p m ent
The Contractor shall submit, to the Engi neer, de ails showing the nu m ber of each
class of Contractor' s Personnel and of each type of Contractor ' s Eq uipment on the
Site. Deta
i ls shall be submitted each calendar month , in a form approved by the
Eng ineer, until the Contractor has completed all work which is known to be
outstanding at the com pletion date stated in the Taking- Over Certifi cate for the Works .
6.1 1
The Contractor shall at al! times take all reasonable precautions to prevent any
unlawful , riotous or disorderly cond uct by or amongst th e Contractor's Personnel , and
to preserve peace a
n d protecti on of persons an d property on and near the Site.
7. 1
M an n er of Executi o n
(a)
(b)
(c)
7.2
Sam p les
The Contractor shal l su bmit the following samples of Materials , and releva
nt
information , to the Engineer for review in accordance with the procedures for
Contractor's Docu ments described in Sub - Clause 5 . 2 [Contractor's Documents] :
(a)
(b)
Contract , a
l l at th e Contractor' s cost, and
i nspecti o n
5)
The Contractor shall g ive the Employer ' s Personn el full oppor
t unity to carry ou
t the
se
activities, incl uding providing access , facilit ie
s , permissions an d safety equipment. No
such activit
y shall rel ieve the Contractor from any obligation or responsibility.
7he Contractor shall g ive notice to the Eng ineer whenever any work is ready and
before it is covered u p , put out of sight, or packaged for storage or transpor
t. T
he
G enera; Condi'dons
D=c 1 9
25
Engineer shall , then either carry out the examination, inspection, measurement or
testing without unreasonable delay, or promptly give notice to the Contractor that the
Engineer does not require to do so. If the Contractor fails to give the notice, he shall,
if and when required by the Engineer, uncover the work and thereafter reinstate and
make good , all at the Contractor 's cost.
.4
Testing
UJ
o
z
......
.... . .
. .. .. ... ..
This Sub-Clause shall apply to all tests specifi ed in the Contract, other than the Tests
after Completion (if any) .
The Contractor shall provide all apparatus, assistance, documents and other
information , electricity, equipment, fuel ,, consumab les , instru ments, labou r, materials,
and suitably qualifi ed and experienced staff , as are necessary to carry out the
specifi ed tests effi ciently. The Contractor shall agree, with the Engineer, the time and
place for the specified testing of any Plant, Materials and other parts of the Works.
O3
o, ,
the
s e varied or add itio nal tests sh ow that the tested Plant , Matedais or workmansh ip
is not in accordance with the Contract, the cost of carrying out this Variation shal l be
borne by the Contractor, notwit hstanding other provisions of the Contract. '
T e Engineer sha
h
l l give the Contractor not less than 24 hours' notice of the Engineer's
intention to attend the tests. If the Engine
e r doe
s not attend at the time n
a d place agreed,
the Contractor may proceed with the te
s ts , unless otherwise instructed by the Engineer,
and the te
s ts shall then be deemed to have been made in the Engineer' s pre
s ence.
Contractor shall give notice to the Engineer and shall be entitled subject to Sub
Clause 20 . 1 [Contractor's Claims] to:
(a)
(b)
payment of any such Cost plus reasonable profi t, which shall be included in the
After receiving thi s notice, the Engineer shall proceed in accordance wit h Sub-Clause
3.5 [Determinations] to agree or determine these mat
t ers.
T e Contractor shall promptly forward to the Eng ineer du ly cert ified report s of the
h
tests. When the specified tests have been passed, the Engineer shall endorse the
7.5
Rej ection
accordance with the Contract, the Engineer may reject the Plant, Materia
l s, desi gn or
work
m anship by giving notice to the Contractor, with reasons. The Contractor shall
then promptlY make good the defect and ensure that the rejected it em complies with
the Contract .
If the Engineer requires this Plant, Ma' edals, design or workmanship to be rete
s ted,
the tests shall be repeated under the same ter
m s and conditions. If the rejection and
26
FIDIC 1 999
retesting cau se th e Employer to incur additional costs , the Contractor shall s ubject to
Sub-Clause 2 . 5 [Ernp!oyer'a Claims] pay th ese costs to the Employer.
,6
... .
Rem edi al Wo rk
... . .. ...... . .. .
... ... .
. .. . . .
..
Notwith standi ng any previous test or certification , the Eng ineer m ay instruct the
Contractor to :
(a)
remove from the Site an d replace any Plant or Materials whi ch is not i n
(b)
remove and re-execute any other work which is not in accordance with the
Contract , and
(c)
execute any work which is urgently req uired for the safety of the Works,
The Contractor shall com ply with the instruction within a reasonabl e time , which shall
be the time (if any) specified in the instru ct ion , or imm ediately if u rgency is specified
under sub-parag raph (c) .
If the Contractor fails to comply with the instruction, the Employershall be entitled to
Cou ntry, become the property of the Em ployer at whichever is the earlier of the
following tim es , f
ree from liens an d other en cu mbrances :
(a)
(b]
Materials under Sub -Clause 8 . 1 0 [Payment for Plant and Materials in Event of
Suspension] .
7.8
Unless otherwise stated in the Employer' s Requirements, the Contractor shall pay all
royalties, rents and oth er payments for:
Royalties
(a)
(b)
8.1
h e Engineer shall g ive the Contractor not less than 7 days ' notice of the
T
Com mencement Date . Unless oth er
w ise stated in the Par
t icu lar Co nditions, the
Commencement Date shal l be with i n 42 days after the Contractor receives the Letter
of Acceptance.
The Contractor shall commence the design and execution of the Wo rks as soon as is
reasonably practicable af
t er the Commen cem ent Date, and shall then proceed with
the Works with due expedition and without delay.
G eneral Condition s
nDEC 1
27
8.2
O
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C9
over under Sub-Clause 1 0.1 [Taking Over of the Works and Sections] .
8.3
03
P rog ramm e
,,
o
The Contractor shall su bmit a detailed time programme to the Engin eer within 28 days
Contractor shall also submit a revised programme whenever the previous programme
is inconsistent : with actual progress or with the Contractor's obligation s. Each
prog ramme shal l incl ude:
(a)
the order in which the Contractor intends to carry out the Works, including the
(b)
(c)
(d)
for any other submissions, approvals and consents specifi ed in the Employer' s
Req uirem ents,
the sequence and timing of inspections and tests specified in the Contract, and
a s upporting report which includes :
(i)
(ii)
adopt , and of the major stages, in the execution of the Works, and
Unless the Engineer, within 21 days after receiving a programme, gives notice to the
Contractor stating the extent to which it does not comply with the Contract, the
Contractor shall proceed in accordance with the prog ramme, subject to his other
obligations under the Contract. T
h e Employer's Personnel shall be entitled to rely
upon the programme when planning their activities.
T e Contractor shall promptl y give notice to the Engineer of specifi c probable future
h
events or circumstances which may adversely af
fect the work, i ncrease the Contract
Price or delay the execu
t ion of the Works. T
h e Engineer may require the Contractor
to submit an estimate of the anticipated effect of the future event or circumstances ,
if, at any time, the Engineer gives notice to the Contractor that a programme fails (to
the ex
t ent stated) to comply with the Contract or to be consistent with actual progress
and the Contractor's stated intentions , th e Contractor shall su bmit a revised
Com pl etio n
28
F] D IC 1 999
(b)
(c)
(d)
(e)
a Variation (un less an adjustment to the Time for Completion has been agreed
under Sub- C lause 1 3 .3 [Variation Procedure]) ,
the Site.
If the Contractor considers himself to be entit led to an extensio n of the Time for
Completion , the Contractor shall g ive notice to the Engineer in accordance with Sub
Clause 20.1 [Contractor's Claims]. When determining each extensi o n of time under
Sub-Clause 20. 1 , the Eng in eer shall review previo us determinati ons and may
increase, but shall not decrease, the total ex
t ension of time.
8.5
Aut ho rities
(a)
(13)
(c)
the Contractor has d il igently fol lowed the proced u res laid down by the relevant
legally constituted pu blic authorities in the Country,
these au
t horities delay or disrupt th e Contractor' s work, and
the delay or disruption was Unfo reseeable ,
e of Pmg
ss
(a)
(b)
actual progress is too slow to comp l ete within the Time for Com pletion, and/or
progress has fallen (or wi ll fall) behin d the cu rrent programme u nd er Su b-Clause
8 .3 [Programme] ,
oth er than as a result of a cause listed in Su b-C lause 8.4 [Extension of 77me for
Completion] , then the Engineer may instruct the Contractor to submit , un der Sub
Clause 8 . 3 [Programme] , a revised p rog ramme and supporting report describing the
revised m ethods wh ich the Contractor proposes to adopt in order to exp ed ite
prog ress an d complete within th e Tim e for Com p letion .
Un less the Engineer notifies otherwise, the Contractor shall adopt these revised
methods , which may require increases in the working hou rs and
/or in the n umbers of
Co ntractor' s Personnel an d
/or Goods , at the risk and cost of the Contractor. If these
revised methods cause the Employer to incur add itional costs, th e Contractor shal l
su bject to Sub-Clause 2 .5 [Employer 's Claims] pay these costs to the Em ployer, in
addition to delay damag e
s (if any) under Sub-Clause 8 . 7 below.
8.7
Del ay Damages
G en eral Condrdons
If the Contractor fails to comply with Sub-Clause 8.2 [Time for Completion], the
Contractor shall su bject to Su b-Clause 2 . 5 [Employer 's Claims] pay d elay damages to
the Employer for this default. Th ese delay d amages shall be the sum stated i n the
Appen d ix to Tender, which shall be paid for ever
y day whic h shall elapse between the
FIDI
999
29
__
_
/
I
1o
i_
relevant Time for Completion and the date stated in the ,Taking-Over Certificate.
However, th e total amount due u nder th is Su b-Clause shall not exceed the maximum
amount of delay damag es (if any) stated in the Appendix to Tender.
These delay damages shall be the only damages due from the Contractor for such
default, other than in the event of termination under Sub-Clause 1 5 .2 [Termination by
Employer] prior to completion of the Works. These damages shall not relieve the
Contractor from his obligation to complete the Wo rks, or from any other dut ies,
obligations or responsibilities which he may have udder the Contract.
LU
Z
<
o
(9
8, 8
S uspe nsio n of Wo rk
The Engineer may at any time instruct the Contractor to suspend progress of
part or al l of the Works . During such suspension , the Contractor shall protect ,
store and secure such par
t o r th e Works ag ainst any deterioration , los s o r
d am ag e .
co
c
h e Engineer may also notify the cause for the suspension . If and to the extent that
T
u_
th e cause is notified n
a d is the re
s ponsibility of the Contractor, the following Sub
Clauses 8 . 9 , 8 . 1 0 and 8 . 1 1- shal l not apply.
8,9
C on sequences of
S uspensi o n
If the Contractor suffers delay and/or incurs Cost from complying with the Engin eer' s
instructions under Sub- Clause 8.8 [Suspension of Work] and/or from resuming the
work, the Contractor shall give notice to the Engineer and shat! be entitled subject to
Sub-Clause 20 . 1 [Contractor's Claims] to;
(a)
(b)
payment of any such Cost, which shall be included in the Contract Price.
After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3.5 [Determinations] to agree or determine these matters.
h e Contractor shal l n ot be entitled to an extension of time for, or to payment of the
T
Cost incu rred in, making good the consequences of the Contractor's faulty desig n,
workmanship or materials, or of the Contractor's failure to protect, store or secure in
accordance with S ub -Clause 8, 8 [Suspension of Work] .
8. 1 0
Su s p ens ion
The Contractor shall be entitled to payment of the value (as at the date of suspension)
of Plant and/or Materi als which have n ot been delivered to Site, if:
(a)
the work on Plant or detivery of Plant and/or Materi als has been suspended for
(b)
the Contractor has marked the Plant and/or Materials as the Employer's
8.1 1
If the suspension under Sub-Clause 8.8 [Suspension of Work] has continued for
more than 84 days, the Contractor may request the Engineer's permission td
proceed. If the Engineer does not give permission within 28 days after being
requested to do so, the Contractor may, by giving notice to the Engineer, treat the
suspension as an omission under Clause 1 3 [Variations and Adjustments] of the
affected part of the Works . If the suspension affects the whole of the Works, the
Cont ractor m ay give notice of term ination under S ub- Clause 1 6 .2 [Termination by
Contractor] .
3O
@ FI D IC 1 999
8.1 2
Resu m ptio n of Wo rk
9. 1
Tean
Co ntractor's O bl igations
After the permission or instruction to proceed is . g iven , the Contractor and the
Engineer shall jointly exam ine the Works and the Plant and Materials af
fected by the
susp ension . The Contractor shall make good any deterioration or defect in or loss of
the Works or Plant or Materials , which has occurred duri ng th e suspension .
Com pletion
h e Contractor shall carry out the Tests on Completion in accordance with this Clause
T
and Sub-Clause 7 . 4 [Testing] , after providing the docu ments in accordance with Su b
Clause 5 . 6 EAs-Built Documents] and Sub-Clause 5 . 7 [Operation and Maintenance
Manuals] .
The Contractor shall give to the Eng ineer not less than 2 1 days ' notice of th e date after
which the Contractor wi ll be ready to carry out each of the Tests on Completion .
Un less otherwise ag reed, Tests on Com pletion shall b e carri ed out wit h in 1 4 days after
this date , on such d ay or days as the Eng ineer shall instruct.
(b)
(c)
(" dry" or "cold") functional tests to demonstrate that each item of Plant can
safely u nder
t ake the next stage, (b) ;
co mmissioning tests, which shall include the specified operational tests to
demonstrate that the Wor
ks or Section can be operated safely and as
specified , under all availab le operating conditions ; and
trial operation , which shall demonstrate that the Works or Sectio n perform
reliably and i n accordance with the Contract.
Delayed Tests
If the Tests on Com pletion are being u nduly delayed by the Employer, S ub-Clause 7 . 4
If the Tests on Compl etion are being unduly delayed by th e Contractor, the Eng ineer
may by notice req uire the Contractor to c
a rry out the Te
sts within 2 1 days af
t er
receiving the notice . The Contractor shall ca
rry out the Te
s ts on such day or days
GeneraJ Cond itions
DEC l g
31
If the Contractor fails to carry out the Tests on Completion within the period of 2 1
days, the Employer's Personnel may proceed with the Tests at the risk and cost of the
Contractor. The Tests on Completion shall then be deemed to have been carried out
in the presence of the Contractor and the results of the Tests shall be accepted as
accurate .
If the Works, or a Section, fail to pass the Tests on Completion, Sub-Clause 7.5
Retesti ng
[Rejection] shall apply, and the Engineer or the Contractor may require the failed Tests,
and Tests on Completion on any related work, to be repeated under the same terms
and conditions.
o9
[:TZ
9 .4
Completi o n
If the Works, or a Section, fail to pass the Tests on Completion repeated under Sub
Clause 9.3 [Retesting], the Engineer shall be entitled to:
(a)
(b)
(c)
In the event of sub-paragraph (c) , the Contractor shall then proceed in accordance
with all other obligations under the Contract, and the Contract Price shall be reduced
by such amount as shall be appropriate to cover the reduced value to the Employer
as a resu lt of this failure . U nless th e relevant red uction for this failure is stated (or its
method of calcu lation is defi n ed) in the Contract, the Em ployer may requ ire the
reduction to be (i) agreed by both Part ies (in full satisfaction of this failure only) and
paid before this Taking-Over Cert ifi cate is issued , or (ii) determined and paid under
Except as stated in Sub-Clause 9.4 [Failure to Pass Tests on Completion] , the Works
shall be taken over by the Employer when (i) the Works have been completed in
accordance with the Contract, including the matters described in Su b -Clause 8 . 2
[Time for Completion] and except as allowed in sub-paragraph (a) below, and (ii) a
Taking-Over Certificate for the Works has been issued, or is deemed to have been
issued in accordance with this S ub- Clause .
The Contractor may apply by notice to the Engineer for a Taking-Over Cert ifi cate not
eariia
r than 1 4 days before the Works will, in the Contractor' s opinion, be complete
and ready for taking over. if the Works are divided into Sections, the Contractor may
similarly apply for a Taking-Over Cert ifi cate for each Section.
h e Engineer shall, within 28 days after receiv
T
i ng the Contractor's application:
(a)
32
issue the Taking-Over Certifi cate to the Contractor, stating the date on which
th e Works or Section were com pleted in accordance with the Contract, except
@ Fq D I C 1 999
(b)
for any m i nor outstandi q g work an d defects which wi ll" net substantial ly affect
the use of the Wo rks or Section for their intend ed purpose (either until or whilst
this work is com pleted and these defects are remedied) ; or
reject the application , givin g reasons and s pecifying the work required to be
don e by th e Co ntractor to enab le the Taking-Over Cer
t ifi cate to be issued. The
Contractor shall then complete this work before issuin g a further notice under
this S ub-Clause .
If the Engineer fai ls either to is sue th e Taking - Over Certifi cate o r to reject the
Contractor 's appl icatio n with the p eriod of 2 8 days , and if th e Works or Sectio t (as
the case may b e) are su bstantially in acco rdance with the Contract , th e Taki ng
Over Cer
t ificate sh all be deem ed to have been iss u ed o n the last day of that
pe rio d .
1 0.2
Taki ng Over
The Engineer may, at the sole d iscretion of the Employer, issue a Taking -Over
Certifi cate for any part of the Permanent Works .
The Emp loye r shall not use any part of the Works (other than as a tem p orary
measure wh ich is either specifi ed i n the Contract or agreed by both Par
t ies) u nless
and u nt il th e En g inee r has iss ued a Taking -Over Cer
t ifi cate for t h is part . However,
if the Em p l oyer does use any part of th e Works before the Taki ng -Over Cer
t ifi cate
is issued :
(a)
the par
t wh ich is used shall be deemed to have been take n over as from the
(b)
the Contractor shall cease to be liable for the care of such par
t as from this
date, when responsi bil ity sha
l l pass to the Employer, and
if requested by th e Contractor, the Eng ineer shall issue a Taki ng- Over
(c)
If the Contractor incurs Cost as a result of th e Em ployer taking over and/or using a
t of the Works , other than such use as is s pecifi ed in the C
o ntract or agreed by the
par
Contractor, the Contractor shall ( give notice to the Engin eer a
n d (i i) be entitled
subject to Sub-Clause 20 . 1 [Contractor's Claims] to payment of any s uch Cost plus
reasonable profi t, wh ich shall be included in the Contract Price. Af
t er receiving this
n otice , t h e Eng i nee r s ha l l proceed in accordan ce with S u b- Clau se 3 . 5
[Determinations] to ag ree or determine this Cost and profi t.
If a Taking -Over Cer
t ifi cate has been issued for a par
t of the Works (other than a
Section), the delay damages thereafter for completion of the remain der of the Wor
ks
shall be red uced . Simi larly, the delay damages for the remainder of th e Section (if any)
in which this par
t is included shall a
l so be reduced . For any period of delay af
t er the
au c
33
If the Contractor is prevented, for more than 1 4 days, from oarrying out the Tests on
1 0.3
I nter
ference with Tests
o n Co m pleti on
Completion by a cause for which the Employer is responsible, the Employer shall be
deemed to have taken over the Works or Section (as the case may be) on the date
when the Tests on Co mpletion would otherwise have been completed.
The Engineer shall then issue a Taking-Over Certifi cate accordingly, and the
Contractor shall carry ou
t the Tests on Completion as soon as practicable, before the
expir
y date of the Defects Notifi cation Period. The Engineer shall require the Tests on
Completion to be carried ou
t by giving 1 4 days' notice and in accordance with the
relevant provisions of th e Contract.
If the Contractor suffers delay and/or incurs Cost as a result of this delay in carrying
out the Tests on Completion, the Contractor shall give notice to the Engineer and shall
be entitled subject to Sub-Clause 20. 1 [Contractor's Claims] to:
co
[z:
(a)
(b)
payment of any such Cost plus reasonable profi t, which shall be included in the
LL.
After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3 .5 [Determinations] to agree or determine these matters.
1 0 .4
Except as other
wise stated in a Taking-Over Certificate, a cert ifi cate for a Section or
Su r
f aces Req u iri ng
part of the Works shall not be deemed to cert ify completion of any ground or other
Rei nstateme nt
t ,,ab , , ,ty
1 1 .1
Com pl etio n of
O utstand i ng Work an d
Remedyi ng D efects
In order that the Works an d Contractor' s Documents , and each Section , shall be in
the condition required by the Contract (fair wear and tear excepted) by the expir
y date
of the relevant Defects Notifi cation Period or as soo n as practicable thereafter, the
Contractor shall :
(a)
(b)
Cost of Remedyi ng
Defects
34
(b)
@ FI D IC 1 999
(c)
(d)
Exten si o n of D efects
N otification Pe rio d
extension of the Defects Notifi cation Period for th e Works or a Sectio n if and to the
ex
t ent that the Works , Section or a major item of Plant (as the case may be, and after
taking over) can not be used for the purposes for which they are intended by reason
of a d efect or damag e. However, a Defects Notifi cation Period shall not be ex
t ended
by more than two years .
(3
If delivery and/o r erection of Plant an d/or Materials was suspended under Su b- Clause
8. 8 [Suspension of Work] or S ub -Clause 1 6 . 1 [Contractor's Entitlement to Suspend
Work] , th e Contractor' s obligations under this Clause shall not ap ply to any defects or
damage occurring more than t
wo years af
t er th e Defects Notifi cation Period for the
Pla
n t and
/ or Materials would otherwise have expired .
1 1 .4
Fail u re to Reme dy
D efects
may be fi xed by (or on behalf of) the Em ployer, on or by which th e d efect or damage
is to be remed ied . The Contractor shall be g iven reasonable notice of this date.
If the Contractor fai ls to remedy the defect or damage by th is notifi ed date and th is
remedial work was to be executed at the cost of the Contracto r under Sub- Clause
carr
y out the work himself or by oth ers, in a reasonable manner n
a d at th e
Contractor' s cost, but the Contractor shall have no responsibi lity for this work;
and the Contractor shall su bject to S ub-Clause 2 . 5 [Employer 's Claims] pay to
(b)
(c)
defect or damage;
if the defect or damage deprives the Employer of substantially the whole benefi t
of the Works or any major part of the Works, term i nate the Contract as a whole,
or in respect of such major part wh ich cannot be pu
t to the intended use.
With out prejudice to n
a y other rights, under the Contract or otherwise , the
Employer shal l then be entit led to recover all sums paid for the Works or for
such par
t (as the case may be) , plu s fi nancing costs an d the cost of dismantling
the same, clearing the Site and returning Plant and Materia
l s to the Contractor.
1 1 ,5
Re mo ,al of Defective
Work
. If the defect or damage can not be remedied expeditiously on the Site and the
Employer gives consent, the Contractor may remove from the Sit e for the purposes
of repair such items of Plant as are defective or damaged . This consent may require
the Contractor to increase the am ount of the Performance Securit
y by the full
1 1 .6
Fu rth er Tests
G enera] Conditions
If the wor
k of remedying of any defect or damage may affect the performance of the
Works, the Eng ineer may require the repetition of any of the tests descri bed in the
nDrC e
35
Contract, incl Jding Tests on Completion and/or Tests after Completion . The
requirement shall be made by notice within 28 days after the defect or damage is
remedied ,
These tests shall be carried out in accordance with the terms app licable to the
previous tests, except that they shall be carried out at the risk and cost of the Party
liable, under Sub-Clause 1 1 .2 [Cost of Remedying Defects], for the cost of the
remed ial work.
1 1 .7
Rig ht of Access
C9
of access to all parts of the Works and to records of the operation and perfor
m ance
of the Works, except as may be inconsistent with the Employer's reasonable security .
restrictions.
co
cc
1 1 .8
Co ntractor to Search
The Contractor shall, if required by the Engineer, search for the cause of any defect,
under the direction of the Engineer. Unless the defect is to be remedied at the cost of
the Contractor under Sub-Clause 1 1 .2 [Cost of Remedying Defects], the Cost of the
Per
forman ce of the Contractor's obligations shall not be considered to have been
The Engineer shall i ssue the Performance Cert i ficate wit hin 28 days after the l atest of
the expiry dates of the Defects Notification Periods, or as soon thereafter as the
Works.
1 1 .1 0
After th e Per
fo rmance Cert ifi cate has been issued, each Party shall remai n liab le for
the fulfilment of any obligation which remains unperformed at that time. For the
purposes Of deter
m ining the nature and extent of unperformed obIigations, the
Contract shal l be deem ed to remain in force.
1 1 .1 1
Clearance of Site
Upon receiving the Performance Certifi cate, the Contractor shall remove any
remaining Contractor' s Equipment, surplus material, wreckage, rubbish and
If a
l l these items have not been removed within 28 days after the Em ployer receives a
copy of the Performance Cert ificate, the Employer may sell or otherwise dispose of
any remaining items. The Employer shall be entitled to be paid the costs incurred in
connection with, or attribu
t able to, such sale or disposal and restoring the Site.
Any balance of the moneys from the sale shall be paid to the Contractor. If these
moneys are less than the Employer's costs, the Contractor shall pay the outstanding
bala
n ce to the Employer.
36
@ R D IC 1 999
If Tests after Completion are specifi ed in th e Contract, this Clause shal l apply. U nless
otherwise stated in the Particular Conditions, the Em ployer shall :
(a)
(b)
The Tests after Completion shal l be carried out as soo n as is reason ably practicable
aft er the Works o r Section have been taken over by the Employer. T
h e Emp loyer shall
g ive to the Contractor 2 1 days ' notice of the date after wh ich the Tests after
Co mpletion will be carried ou
t . U n less other
w ise agreed , these Tests shal l be carried
ou
t within 1 4 days after th is date, on the day or days determined by the Emp loyer.
If the Contractor does not attend at the time and place agreed , the Employer may
proceed with the Tests after Completion , which shal l b e deemed to have been made
ac curate .
T e results of the Tests after Com pletio n shall be com pi led and evaluated by both
h
Parties . Appropriate acco unt shall be taken of the ef
fect of the Employer's prior use
of the Works .
Delayed Tests
If the Contractor incurs Cost as a result of any unreasonable delay by the Em ployer to
the Tests after Completio n , th e Contractor shall (i) give notice to the Eng i neer and (ii)
be entitled su bject to S ub-Clause 2 0 . 1 [Contractor's Claims] to payment of any such
Cost plus reaso nab le profit, wh ich shall be inclu ded in the C
o ntract Price .
After receiving th is notice, the Eng ineer shall proceed in accordance with Su b-Clause
3 .5 [Determinations] to ag ree or determine th is Cost and profi t.
If, for reasons not attributable to the Contractor, a Test after Completion on the Works
or any Section cannot be completed during the Defects N otifi catio n Period (or any
other period agreed upon by both Par
t ies) , then the Works or Section shall be deemed
Retesting
If the Wor
k s, or a Section , fail to pass the Tests af
t er Completion :
(a)
(b)
@ F]DIC l ggg
37
and cause the .Em ployer to incur additional costs, the Contractor shall subject to Sub
Clause 2 . 5 [Employer 's Claims] pay these costs to the Employer.
1 2.4
after Co m p leti on
uJ
(a)
- (b)
o
Z
(c)
<
C)
(5
the Works, or a Section, fail to pass any or all of the Tests after Completion,
the relevant sum payable as non-performance damages for this failure is stated
(or its method of calculation is defi ned) in the Contract, and
the Contractor pays this relevant sum to the Employer during the Defects
Notifi cation Period ,
th en the Works or Section shall be deemed to have passed these Tests after
Com pletion .
co
If the Works, or a Section , fai l to pass a Test after Completion an d the Contractor
[3c
proposes to make adjustments or modifi cations to the Works or such Section , the
Contractor may be instructed by (or on behalf of) the Employer that right of access to
LL
the Works or Section cannot be given u nti l a tim e th at is convenient to th e Emp loyer.
The Contractor shall then remain l iable to carry out the adjustments or modifi c
ations
an d to satisfy this Test, within a reasonable period of receiving notice by (or on behalf
of) the Employer of the time that is convenient to the Employer. However, if the
Contractor does not receive this notice du ri ng the rel evant Defects Notifi cation Period ,
th e Contractor shall be relieved of th is obl igation and th e Works or Section (as the
case may be) shall be deemed to have passed this Test after Completion.
If the Contractor incurs additional Cost as a res ult of any u n reasonable delay by th e
After receiv ing this notice, the Engineer shall proceed in accorda
n ce with Sub-Clause
3.5 [Determinations] to agree or determine this Cost and profi t.
varlt 3
1 3. 1
Rig ht to Vary
an d Adj ustments
Variations may be initiated by the Engineer at any time prior to issuing the Taking-Over
Certifi cate for the Works , either by an instruction or by a request for the Contractor to
submit a proposal . A Variation shall not compri se the omission of any work which is
The Contractor shall execute and be bound by each Variation, u nless the Contractor
promptly gives notice to the Engineer stating (with supporting particulars) that (i) the
Contractor cannot readily obtai n the Goods required for the Variation, (ii) it will reduce
the safety or suitability of the Works, or (iiD it will have an adverse impact on the
achievement of the Schedule of Guarantees . Upon receiving this notice, the Engineer
sh all c
a ncel , confi r
m or var
y the instr
u ction .
1 3. 2
h e Contractor may, at any time, submit to the Engineer a wri tten proposal which (in
T
38
@ RDIC 1 999
to the Empl oyer of executing , maintaining or operating th e Works , (i i i) imp rove the
effi ciency or value to the Emp loyer of the completed Works , or (iv) oth erwise be of
benefi t to the Employer.
The proposal shall be prepared at th e cost of the Contractor and shall include th e
items l isted in Sub- Clause 1 3 . 3 [Variation Procedure] .
1 3 .3
Variation P rocedu re
If the En gineer requests a p roposal , prio r to instructing a Variation, the Contractor shal l
respond in writing as soon as practicable , either by giving reasons why he cannot
comply (if this is the case] or by submitting :
(a)
(b)
(c)
C u rren ci es
then whenever a
n adjustment is agreed , approved or determined as stated above, the
amount payable in each of the applicable currencies shal l be specifi ed . For this
Each Provisional Sum shall on ly be used, in whole or in part, in accordance with the
(a)
"(b)
Plant, Materi als or sewices to be purchased by the Contractor, for which there
(0
the actual amounts paid (or due to be paid) by the Contractor, and
a sum for overhead cha 'ges and profi t , calculated as a percentage of
F] DIC 1 999
39
1 3.6
.. .. . .
Daywork
For work of a minor or incidental nature, the Engi neer may instruct that a Variation shal l
be executed on a daywork bas is. The work shall then be valued in accordance with the
daywork sched ule included in the Contract , and the following proced u re shall apply. If
a daywork schedu le is not included in the Co ntract , this Sub- Clause shall not apply.
uJ
c)
z
Before o rdering G ood s for th e work , the Contractor shall submit quotations to the
Eng ineer. When applying for payment, the Contractor shal l su bmit invoices, vouchers
an d accounts or receipts for any Goods .
<
(9
Except for any items fo r which the daywork schedule specif ies that payment is not
due, the Contractor shal l deliver each day to the Eng ineer accurate statements in
co
duplicate which shal l include the following detai ls of the resou rces used in executing
the previous day ' s work:
cc
oj
(a)
(b)
(c)
Works , and
One copy of each statem ent wil l , if correct, or when ag reed, be signed by the Engineer
and returned to the Contractor. The Contractor shall then subm it priced statements of
th ese resou rces to the Eng in eer, prior to their incl usio n in th e next Statem ent under
Su b- Clause 1 4 . 3 [Application for Interim Payment Certifica tes] .
1 3,7
The Contract Price shall be adjusted to take account of any increase or decrease in
Cost resulting from a chan ge in the Laws of the Country (including the introd uction of
new Laws and the repeal or mod ifi cation of existi ng Laws) or in the judicial or official
governmental interpretation of such Laws, made after the Base Date, wh ich affect the
Cont,'actor i n the performance of obligations un der the Contract.
(a)
(b)
payment of any such Cost, which shall be included in the Contract Price.
After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3 . 5 [Determinations] to ag ree o r determine these matters .
1 3. 8
Sub -Clause. To the extent that full compensation for any rise or fall in Costs is not
4O
R D I C 1 999
Cer
t ifi cates, shal l be determined from formu lae for each of th e cu rrencies in which the
Contract Price is payab l e . N o adjustm ent is to be app lied to work valued on the basis
of Cost or cu rent pri ces . The form u lae shall be of the fol lowing general type:
Pn = a + b Ln + c En + d M n + . . . . . .
Lo
Eo
Mo
where :
" Pn " is the adjustment multiplier to be applied to the estimated contract value
in the relevant curren cy of the work carried out in peri od " n " , this period being
a month unle
s s otherwise stated in the Appen d ix to Tender;
table of adjustm ent data; s uch tabulated cost elements may be indicative of
resources such as labou r, equipm ent and materials ;
" Ln" , " En " , " M n , . . . are the current cost indices or reference prices for period
to the relevant tabulated cost element on th e date 49 days p ri or to the last day
of th e peri od (to which th e par
t icular Payment Certifi cate relates) ; and
" Lo " , " Eo" , " Mo" , . . . are the base cost indices or reference prices , expressed
in the rel evant cur
rency of payment , each of which is applicable to the relevant
T e cost indices or reference p rices stated in the table of adjustment d ata shal l be
h
used . If their source is in dou bt, it shal l be determ ined by the En g ineer. For th is
purpose, reference shal l be made to the values of the indices at stated dates (quoted
in the four
t h and fi fth colu mns respectively of the table) for the purposes of clarifi cation
of the so urce; although these dates (and thus these values) may not cor
re
s pond to
the base cost indices .
In cases where the " currency of index" (stated in the table) is not th e relevant cur
rency
of pay
m ent, each index shal l be converted into the relevant currency of payment at
th e selling rate, established by the central bank of the Countr
y, of this relevant
currency on the above date for which the index is req uired to be appl icab le.
U ntil such time as each current cost index is available , the Engineer shall determine a
provisiona
l index for the issue of Interim Payment Cer
t ifi cate
s . When a cur
rent cost
index is available, the adjustment shEil l be recalculated accordingly.
If the Contractor fails to complete th e Works with in the Time for Completion ,
adjustment of prices thereafter shall be made using eit her (i) each index or price
applicable on the date 49 days prior to the expiry of the Time for Completion of the
Wor
ks, or (ii) the Cur
rent index or price: whichever is more favourable to the Employer.
The weightings (coeffi cients) for each of the factors of cost stated in th e table(s) of
adjustment data shal l only be adjusted if they have been rendered un reasonable,
unbalanced or inapplicabl e , as a result of Variations.
General Conditions
@ FiDEC 1 999
41
Co n
1 4. 1
The Contract P ri ce
LU
(a)
the Contract Price shall be the lump sum Accepted Contract Amount and be
(b)
the Contractor shall pay all taxes, duties and fees required to be paid by him
un der the Contract , and the Contract Price shall not be adjusted fo r any of
(c)
O3
(d)
Legislation] ;
any quantities which may be set out in a Schedule are estimated quantities and
are not to be taken as th e actual and correct q uantities of the Works which the
Contractor is required to execute; an d
for the purposes stated in the Schedule and may be inapplicable for other
pu r
p oses .
However, if any part of the Works is to be paid according to quantity supplied or work
done, the provisions for measurement and evaluation shall be as stated in the
Par
t icular Condit ions. The Contract Price shall be determined accordingly, subject to
Advanced Payment
mobilisation and design, when the Contractor submits a guarantee in accordance with
this Sub-Clause. T
h e total advance payment, the number and timing of insta
l ments (if
more than one), and the applicable currencies and proport ions, shall be as stated in
the Ap pendix to Tender.
h e Engineer shall issue an interim Payment Cert ificate for the first instalment after
T
receMng a Statement (under Sub-Clause 1 4.3 [Application for Interim Payment
Certificates]) and after the Employer receive
s (i) the Perfor
mance Security in accordance
with Sub-Clause 4.2 [Per
formance Security] and (ii) a guarantee in amounts and
currencies equal to the advance payment. This guarantee shall be issued by an entit
y
and from within a country (or other jurisdiction) approved by the Employer, and shall
be in the form annexed to the Particular Conditions or in another for
m approved by
the Employer.
h e Contractor shall ensure that the guarantee is valid and enforceable until the
T
(a)
42
FIDIC 1 999
repayments.of retention) exceeds ten per cent (1 0%) of -the Accepted Contract
(b)
If th e advance payment has n ot been re paid prior to the issue of the Taking -Over
Cer
t ifi cate for the Works or prior to termination under Clause 1 5 [Termination by
Employer] , Clause 1 6 [Suspension and Termination by Contractor] or Clause 1 9 [Force
Majeure] (as the case may b e) , th e whole of th e bal ance then
outstanding shall immediately become due and payable by the Contractor to the
Employer.
1 4 .3
The Contractor shal l submit a Statem ent in six copies to the Eng ineer after the end of
(a)
(b)
(c)
(d)
(e)
(t)
(g)
Arbitration] ; and
the deduction of amounts cert ifi ed in all previous Payment Cert ifi cate
s.
1 4.4
Sched u l e of Payments
(a)
(b)
(c)
Genera Conditions
if these i nstalments are not defi n ed by reference to the actual prog ress
achieved in executing th e Works, and if actual prog ress is found to be l e
s s tha
n
RDIC 9
43
progress is Iess than that on which the instalments were previously based.
If the Contract does not include a Schedule of Payments, the Contractor shall submit
non-binding estimates of the payments which he expects to become due during each
quarterly period . The fi rst estimate shall be submitted within 42 days after the
Commencement Date. Revised estimates shall be submit
t ed at quart erly intervals,
until the Taking-Over Certifi cate has been issued for the Works.
LU
O
z
C5
(3
o
u_
1 4.5
I
i
If this Sub-Clause applies, Interi m Payment Certifi cates shall include, under sub
paragraph (e) of Sub-Clause 1 4.3, (i) an amount for Plant and Materials which have
been sent to the Site for incorporation in the Permanent Works, and (ii) a reduction
when the contract value of such Plant and Materials is included as part of the
Permanent Works under sub- paragraph (a) of Sub-Clause 1 4.3 EApplie
a tion for Interim
Payment Certi
ficates] .
If the lists referred to in sub-paragraphs (b)(i) or (c)(i) beiow are not included in the
The Engineer shall determine and certify each addition if the following conditions are
satisf
i ed :
(a)
(i)
(ii)
kept satisfactory records (including the orders, receipts, Costs and use
of Pla
n t and Materials) which are available for inspection , and
a
n d either:
(b)
are those listed in the Appendix to Tender for payment when shipped ,
have been shipped to the Countr
y, en route to the Site, in accorda
n ce
with the Contract ; and
(iii)
a
re descri bed in a clean shipped bill of lading or other evidence of
amou nt due und er this Sub- Clause: this g uarantee may be in a similar
for
m to the form refer
red to in Sub -Clause 1 4. 2 IAdva
n ce Payment] and
shall be valid until th e Plant and Materials are properly stored o n Site and
or
(c)
(i)
(ii)
are those listed in the Appendix to Tender for payment when delivered to
have been delivered to and are properly stored on the Site, are protected
44
F]DIC 1 999
The additional amo unt to be certifi ed shall be the eq u iv alent of eig hty percent of the
Engineer' s determination of the cost of the Plant and Materials (including delivery to
Site), taking account of the documents mentioned in this Sub-Clause an d of the
contract value of the Plant and Materials .
The currencies for this ad ditional amount shall be the sam e as those in wh ich payment
will become due when th e contract val ue is included under su b- paragraph (a) of Su b
Clause 1 4. 3 [Application for Interim Payment Certifica tes] . At that time, th e Payment
Cer
t ifi cate shall i ncl ude the appl icable reductio n which sh all b e eq uivalent to , and in
the same currencies and propor
t io ns as, th is additional amount for the relevant Plant
and Materials .
1 4.6
Certificates
However, prior to issuing th e Taking-Over Certifi cate for the Works, the Eng i neer shall
Certifi cates (if any) stated in the Appendix to Tender. I n this event , the Engineer s hall
give notice to the Contractor accordingly.
An I nteri m P ayme nt Ce rtificate sh all n ot be with held for any oth e r reason ,
alth o ug h :
(a)
(b)
if any thing suppli ed or work done by the Contractor is not in accordance with
th e Contract , th e cost of rectifi cat ion or replacement may be withheld until
rectifi catio n or replacement has been completed ; and/or
if the Contractor was or is failing to per
form any work or obligation in
accordance with the Contract , and had been so notifi ed by the Eng ineer, the
val ue of this work or oblig ation may be withheld unti l t he work or obligation has
been per
formed .
h e Engineer may in any Payment Cert ifi cate make any correction or modifi cation that
T
should properly be made to any previous Payment Cer
t ificate. A Paym ent Cer
t ificate
shall not be deemed to indicate the Engineer ' s acceptan ce, approval , co nsent or
satisfaction .
1 417
..
Paym e nt
.. . . . ..
..
. .. . . . . .
. ..
.. .
. . . . . ... . . . . .. . . ... . .
(b)
(c)
the fi rst instal ment of the advance paym ent within 42 days after issuin g the
Letter of Acceptance or with in 2 1 days after receivi ng the d ocuments in
accordance with Sub -Clause 4 . 2 [Per
formance Securit
y] and Sub- Clause 1 4 . 2
[Advance Payment] , whichever is later;
the amou nt cer
t ifi ed in each Interim Payment Cer
t ifi cate within 5 6 days after the
Engineer receives th e Statement and suppor
t ing documents; and
the amou nt certifi ed in the Fin al Payment Certifi cate within 56 days after the
Employer receives this Payment Certi
i cate.
f
Payment of the amount due in each currency shall be made into th e bank account,
nominated by the Contractor, in the payment cou ntry (for this currency) specifi ed in
the Contract .
@ hq DIO 1 999
45
1 4. 8
irrespective (in the case of it s sub-paragraph (b)) of the date on which any Interim
Payment Certifi cate is issued .
LLI
o
Z
o
u_
1 4 .9
When the Taking-Over Certifi cate has been issued for the Works, and the Wor
ks have
passed a
l l specified te
sts (including the Te
sts after Completion, if a
ny), the fi rst ha
lf of the
Retention Money shall be certifi ed by the Engineer for payment to the Contractor. If a
Taking-Over Cert if c
ate is issue
d for a Section, the relevant percentage of the fi rst half of
the Retention Money shall be .certifi ed and paid when the Section passes a!l tests.
Promptly aft er the latest of the expiry dates of the Defects Notifi cation Periods, the
outstanding balance of the Retention Money shall be certifi ed by the Engineer for
payment to the Contractor. tf a Taking-Over Certifi cate was issued for a Section, the
relevant percentage of the second half of the Retention Money shall be cert ified and
paid promptly after the expiry date of the Defects Notifi cation Period for the Section.
However, if any work remains to be executed under Clause 1 1 [Defects Liability] or
Clause 1 2 [Tests after Completion] , the Engineer shall be entit led to withhold
certifi cation of th e estimated cost of th is work u ntil it has been executed .
h e relevant percentage for each Section shall be the percentage value of the Section
T
as stated in the Appendix to Tender. If the percentage value of a Section is not stated
in the Appendix to Tender, no percentage of eit her half of the Retention Money shall
be rel eased under this Sub- Clause in respect of such Se
c tion .
1 4. 1 0
Statement at Co m p l eti o n
Wit hin 84 days aft er receiv ing the Taking-Over Certifi cate for the Works, the
Contractor shall subm it to the Engineer six copies of a Statement at completion with
support ing documents, in accordance with Sub-Clause 1 4.3 [Application for Interim
Payment Certificates] , showing :
(a)
the value of all work done in accordance wit h the Contract up to the date stated
(b)
(c)
any furt her sums which the Contractor considers to be due, and
an e
s timate of any other amounts which the Contractor considers witl become
The Engineer shall then certify in accordance with Sub-Clause 1 4.6 [Issue of Interim
Payment Cer
tifica tes] .
1 4,1 1
Within 56 days aft er receiving the Performance Cert ifi cate, the Contractor shall
submit, to the Engineer, six copies of a draft fi nal statement with suppor
t ing
documents showi ng in detail in a form ap proved by the Engifi eer:
46
FI D IC 1 99g
(a)
(b)
the value of all work done in accordance with the Contract , and
any further sums which th e Contractor considers to be due to him un der the
Contract or otherwise.
If the Eng ineer disagrees with or cannot verify any part of the draf
t fi nal statement, the
Contractor shal l su bmit such fur
t her information as the Engineer may reasonably
require and shal l make such changes in the draft as may be agreed between them .
The Contractor shall then prepare and subm it to the Eng ineer the fi nal statement as
agreed . T
h is agreed statement is referred to in these Conditions as the " Final
However if, fo!lowing discussions between the Engineer and the Contractor and any
disp ute exists, the Eng ineer shall deliver to the Em ployer (with a copy to the
Contractor) an Interim Payment Cer
t ifi cate for the agreed part s of the draft fi nal
statement. T
h ereaf
t er, if the d ispute is fi nally resolved under Sub-Clause 20 . 4
[Obtaining Dispute Adjudication Board 's Decision[ or Sub- Clause 20 . 5 Vnicable
Settlement] , the Contractor shal l then prepare and su bmit to th e Em ployer (with a
copy to the En ginee r) a Final Statem ent .
1 4. 1 2
Di sc h arge
When submitting the Final Statement , the Contractor shall submit a written discharge
which confirms that the total of the Final Statem ent represents full and fi nal settlement
of al l mo neys due to the Contractor under or in connection with the Contract. T
h is
discharge m ay state that it becomes ef
fective when th e Contractor has received the
Performance Security and the o ut-standin g balance of th is total in which event the
discharge will b e ef
fective on such date .
1 4. 1 3
Certifi cate
Within 2 8 days after receiving the Final Statement and written discharge in
accordance with Sub-Clause 1 4 . 1 1 [Application for Final Payment Certificate] and
Su b -Clause 1 4 . 1 2 [Discharge] , the Eng ineer shall issue, to the Employer, the Final
Paym ent Cer
t ifi cate wh ich shall state:
(a)
(b)
af
t er giving cred it to the Employer for al l amounts previously paid by the
Em ployer and fo r all su ms to which the Employer is entitled , the bala
n ce (if any)
If the Contractor has not applied for a Final Payment Certificate in accordance with
.....
... . .. .... . .. . .
Cessation of Employer's
Liabi l ity
... . .
:The Employer shall not be liable to the Contractor for any matter or thing under or in
connection with the Contract or execution of the Works, except to the extent that the
Contr
a ctor shal l have included an a
m ount expressly for it :
(a)
(b)
General Conditions
. . . . .. . . .. . . .
@ FI DI C 1 999
47
However, this . Sub-Clause shall not limit the Employer's liability under his indemn
ifi cation obligations, or the Employer's liability in any case of fraud, deliberate default
o r reckless misconduct by the Employer.
1 4. 1 5
O
z
The Contract Price shall be paid in the currency or currencies named in the Appendix
to Ten der. Unless otherwise stated in th e Particu lar Conditions, if more than one
currency is so named , payments shall be made as follows:
(a)
co
13C
(ii)
(iii)
LL.
(b)
(c)
(d)
(e)
the cur
rencies and proport ions specifi ed in the Appendix to Tender;
currency in which the sum was expended by the Employer, or in such currency
as may be agreed by both Par
t ie
s;
if no rates d exchange are stated in the Appendix to Tender, they shall be those
prevailing on the Base Date and determined by the central bank of the Country.
Te ! 5on by Em p l oyer
1 5.1
Notice to C orrect
If the Contractor fails to carry out any obligation under ihe Contract, the Engineer may
by notice require the Contractor to make good the failure and to remedy it within a
specifi ed reasonab le time .
1 5.2
Termination by Employer The Employer shall be entitled to terminate the Contract if the Contractor:
(a)
(b)
(c)
48
(i)
(ii)
+ FIDIC 1 999
subcontracts the whole of the Works or assigns the Contract without the
(e)
carries on busin ess under a receiver, trustee or manager for the .ben efi t of his
credito rs , or if any act is done or event occ urs which (u nder ap plicable Laws)
(O
has a simibr ef
fect to any of these acts or events, or
gives o r offers to g ive (directly or indirectly) to any person any bribe, g ift , gratuity,
com mission or oth er thing of value, as an inducement or reward :
(i)
(ii)
or if a
n y of the Co ntractor' s Personnel , agents or Subcontractors gives or of
fers to
g ive (directly or indirectly) to any person any such ind ucement or reward as is
described in th is sub -parag raph (t) . However, lawful indu cements an d rewards to
Contractor' s Personnel shall not entitle terminati o n .
In any of the
s e events or circumstances, the Employer may, upon gMng 1 4 days '
notice to th e Contractor, ter
m inate the Contract and expel the Co ntractor fro m the
Site. However, in the case of su b- parag raph (e) or (f) , the Em ployer may by notice
term inate the Contract im med iately.
h e Employer shall then g ive notice that the Contractor's Eq u ipment and Tempo rary
T
Works will be released to the Contractor at o r near the Site. T
h e Contractor shall
p rom ptly arrang e their removal , at the risk an d cost of the Contractor. However, if by
this time the Contractor has failed to make a payment due to the Employer, these
it ems may be sold by the Employer in order to recover this payment . Any balance of
the proceeds shall then be paid to the Contractor.
1 5.3
Valuation at Date of
Term i n atio n
wor
k executed in accorda
n ce with the Contract.
1 5.4
Payment after
Aft er a notice of term i nation under Sub -Clause 1 5 . 2 [Termination by Employer] has
General Conditions
RDIO
Te rm i n atio n
taken ef
fect, the Em ployer may:
49
(a)
(b)
(c)
LU
exec ution , com p letion and remedying of any defects , damages for delay in
com pletion (if any), and all other costs incurred by the Employer, have been
established , an d/or
(9
1 5.5
to Term ination
The Employer shall be entitled to terminate the Contract, at any time for the
Em ployer's convenience, by givi ng notice of such termination to the Contractor. T
he
terminati on shall take ef
fect 28 d ays after the later of th e dates o n which the
Contractor receives this notice or th e Em p loyer returns the Performance Secu rity.
09
(3E
The Employer shall not terminate the Contract under this Sub-Clause in order to
LL
Af
t er th is term inatio n , the Contractor shal l proceed in accordance with S u b-Clause
Release] .
to Su s pen d Wo rk
If the En gin eer fails to cert ify in accordance with Su b -Clause 1 4. 6 [Issue of Interim
Payment Certificates] or the Employer fails to comply with Sub-Clause 2 .4
may, after giving not less than 2 1 days' notice to the Employer, suspend work (or
red uce the rate of work) unless and u ntil the Co ntractor has received the Paym ent
Cer
t ifi cate , reasonab l e evi den ce or payment , as th e case may be an d as described
in the notice.
T e Contractor' s action shal l not prejudice his entitlements to fi nancing charges under
h
Sub-Clause 1 4 . 8 [Delayed Paymen t] and to termination u nd er Sub-Clause 1 6. 2
[Termination by Contractor] .
If the Contractor subseq uently receives such Payment Cer
t ifi cate, evidence or
payment (as described in the relevant Sub-Clause and in the above notice) before
giv ing a notice of termination, the Contractor shall resume normal working as soon as
is reasonably practicable .
If th e Contractor suf
fers delay and/or in curs Cost as a resu lt of suspend ing woi'k (or
reducing the rate of work) in accorda
n ce with this S ub-Clause, th e Contractor shall
give notice to the Engineer and shall be entitled subject to Sub-Clause 20. 1
[Contractor 's Claims] to:
(a)
(b)
50
@ FIDIC 1 999
Aft er receiving this notice, the Engin eer shall proceed in accordance with Su b-Clause
3 .5 [Determinations] to ag ree or determine th ese matters.
1 6. 2
Te rm i nation by
Contracto r
(a)
(b)
(c)
(d)
(e)
(f)
(g)
the Contractor does not receive the reasonable evidence within 42 days after
Rnancia
l Arrangements] ,
the Engineer fails, with in 56 days after receiving a Statem ent and supporting
documents, to issue th e relevant Payment Certifi cate ,
the Contractor does not receive th e amount due under an interim Payment
Certifi cate within 42 days after th e expiry of the time stated in Su b- Clause 1 4 . 7
[Payment] with in which paym ent is to be made [except for deductions in
accordance with Sub-Clause 2 . 5 [Employer's Claims]) ,
In any of the
s e events o r circumstances, the Contractor may, upon gMng 1 4 days '
notice to the Em ployer, term i nate the Contract. However, in the case of sub
paragraph (f) or (g) , the Contractor may by notice term inate the Contract immediately.
The Contractor' s election to terminate the Contract shall not prejud ice any other rights
of the Contractor, under the Contract or otherwise.
1 6 ,3
Eq ui pm ent
[Optional Termination, Payment and Release] has taken effect, the Contractor shall
promptly :
(a)
(b)
(c)
cease al] further work, except for such work as may have been instructed by
the Engi neer for the protection of life or property or for the safety of the Wo rks ,
hand over Contractor's Documents, Plant, Materials and other work, for which
the Contractor has received payment , a
nd
remove all other Goods from the Site, except as necessary for safety, and leave
the Site .
1 6 .4
Payment on Termination
(a)
(b)
(c)
eener
Cond bns
retu rn th e Per
formance Securi ty to the Contractor,
pay the Contractor in accordance with Sub-Clause 1 9 .6 [Optional Termination,
Payment and Release] , and
pay to the Contractor the amou nt of any loss of profi t or other loss or damage
sustained by the Contractor as a resu lt of th is termination .
nelc 999
51
o, sl a es0oosa0, , ,ty
1 7. 1
I ndemn iti es
The Contractor shal l indem n ify and hold harmless the Employer, the Empl oyer' s
Personnel , a
n d their resp ective agents , agai nst and from al l clai ms, damages, losses
LU
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(a)
5
(D
(t3)
o9
damage to or loss of any property, real or personal (other than the Works), to
LL*
(i)
(ii)
h e Employer shall indemnify and hold harmless the Contractor, the Contractor's
T
Personnel , an d their re
s pective agents , against a
n d fro m all claim s , damag es, losses
and expenses (including legal fees and expenses) in respect of (1 ) bodily injury,
the Commen cement Date until the Taki ng -Over Certifi cate is issued (or is deemed to
be issued un der S ub -Clause 1 0 . 1 ]Taking Over of the Works and Sections]) for the
Works, when responsibility for the care of th e Works shall pass to the Employer. If a
Taking-Over Certifi cate is issued (or is so deemed to be is sued) for any Section or part
of the Works , responsibilit
y for the care of the Section or part shall th en pass to the
Employer.
After responsibilit
y has accordingly passed to the Employer, the Contractor shall take
responsibility for the care of any work which is outstanding on the date stated in a
Taking-Over Cert ificate, until this outstanding work has been completed .
If any loss or damage happens to the Works, Goods or Contractor's Documents
during the period when the Contractor is responsible for their care, f
rom any cause
not listed in Sub -Clause 1 7 .3 [Employer 's Risks] , the Contractor shall rectif
y the loss
or damage at the Contractor's risk and cost, so that the Works, Goods and
Contractor ' s Documents conform with the Contract.
h e Contractor shall be liable for any loss or damage caused by any actions
T
52
F{DIC 1 999
1 7 .3
Em p l oyer's R i s ks
(a)
(b)
rebel l ion , terrorism , revolution , insu rrection , military or usurped power, or civi l
war, wit hin the Country,
riot, commotion or disorder wit h in th e Cou ntry by p ersons other than the
Co nt ractor' s Person ne l an d oth er emp l oye es of the Co ntracto r an d
enemies,
(c)
Subcontractors ,
(d)
(e)
(f)
(g)
(h)
If an d to the extent that any of th e risks listed in Sub-Clause 1 7 .3 above results in loss
or damage to the Works, Goods or Contractor ' s Docu ments , the Co ntractor shal l
promptly g ive notice to the Engineer and shal l rectify this loss or da
m age to the extent
required by the Eng ineer.
If the Contractor suffers delay and/or i ncurs Cost from rectifying this loss or damage,
the Contractor shall g ive a fur
t her notice to the Engineer and shall be entitl ed su bject
to Su b-Clause 20. 1 [Con tractor's Claims] to :
(a)
(b)
an ex
t ension of time for any such delay, if com pletion is or will be delayed ,
under S ub-Clause 8 . 4 [Extension of Time for Completion] , and
paym ent of a
n y such Cost, which shal l be in cl uded in the Contract Pri ce. In the
case of sub-parag raphs (f) and (g) of S ub- Clause 1 7 . 3 [Employer 's Risks] ,
reason able profit on the Cost shall also be included .
Af
t er receiving th is f
u rt her notice, th e Engineer shall proceed in accorda
n ce with Sub
Clause 3 . 5 [Determinations] to agree or determine th ese matters .
1 7. 5
Cond ion s
an unavoidable result of the Cont ractor' s compliance with the Em ployer ' s
Requ irements , or
DIC 1
53
L_
(b)
(i)
(iN
in conjunction with any thing not supplied by the Contractor, unless such
use was disclosed to the Contractor prior to the Base Date or is stated
in the Contract .
The Contractor shall indemnify and hold the Employer harmless against and from any
other claim which arises out of or in relation to (i) the Contractor's design,
manufacture, construction or execution of the Works, (i the use of Contractor's
Equipment, or (iii) the proper use of the Works.
LU
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09
Q:
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.
I
1 7.6
Neither Party shall be liable to the other Party for loss of use of any Works, loss of
profit, loss of any contract or for any indirect or consequential loss or damage which
may be suffered by the other Party in connection with the Contract, other than under
T e total liability of the Contractor to the Employer, under or in connection with the
h
Contract other than under Sub-Clause 4. 1 9 [Electdci Water and Gas], Sub-Clause
and Sub-Clause 1 7.5 [Intellectual and Industrial Property Rights] , shall not exceed the
sum stated in the Par[icular Conditions or (if a sum is not so stated) the Accepted
Contract Amount .
h is Sub-Clause shall not limit liability in any case of fr aud, deliberate default or
T
reckl ess misconduct by th e defaulting Party.
1 8. 1
for effecting a
n d maintaining the insura
nce specified in the releva
nt Sub-Clause.
Wherever the Contractor is the ins uring Party, each insurance shall be effected with
any terms agreed by both Parties before the date of the Letter of Acceptance. T
h is
agreement of terms shall take precedence over the provisions of this Clause.
Wherever the Employer is the insuring Party, each insurance shall be effected with
insurers and in terms consistent with the details annexed to the Particular Conditions .
If a policy is required to indemnify joint insured, the cover shall apply separately to
each insured as though a separate policy had been issued for each of the joint
54
@ R D IC 1 999
insured . If a policy indemnifi es additional joint insured , namely in add ition to the
insured specifi ed in this Clause, (i) the Contractor shal l act under the policy on behalf
of these additional joint insured except that the Em ployer shall act for Em ployer's
Person nel, (ii) additional joint insu red shal l not be entitled to receive payments directly
from th e insurer o r to have any other direct deal ings with the insurer, and (iii) the
insuring Party shall requ ire all additional joint insured to comp ly with the conditions
stip ulated in the policy.
Each policy insuring against loss or damage shall provide for pa iments to be made in
the curre ncies required to rectify the loss o r damage. Payments received from insu rers
shal l be used for the rectifi cation of the loss or dam age.
The relevant insuri ng Party shall , within the res pective periods stated i n the Appendix
to Tender (calcu lated from the Commencement Date) , su bmit to th e other Party:
(a)
evid ence that the insurances d escri bed i n this Clause have bee n ef
fected, and
When each prem ium is paid , the insuri ng Party shall submit evidence of payment to
the other Party. Whenever evi dence or policies are submitted , th e insuri ng Party shal l
also give notice to the Engineer.
Each Party shal l comply with the conditions stipulated in each of th e ins ura
n ce
policies . T
h e insu ring Party shall keep th e insu rers informed of any relevant changes
to the execution of the Works and ensu re that insurance is maintained in accordance
with th is Clause .
If the insuri ng Party fails to effect and keep in force any of the insura
n ces it is require
d to
effect a
n d maintain under the Contract, or fa
l ls to provide satisfactory evidence a
nd
copies of policie
s in accorda
n ce w' h this Sub-Clause, the other Party may (at its option
and wit hout prejudice to a
ny other ri ght or remedy) effect insurance for the releva
nt
coverage and pay the premiums due. The insuri ng Party sha
l l pay the amount of these
premiums to the other Party, a
n d the Contract Pric
e sha
l l be adjusted accord ingly.
T e insu ring Party shall insure the Wo rks , Plant, Materials and Co ntractor ' s
h
Documents for not less tha
n the ful l reinstatement cost incIuding the costs of
hole 1
55
I
o
I
L
demolition , removal of debris and professional fees and profit. This. insurance shall be
effective from the date by which the evidence is to be submitted under s ub- paragraph
(a) of Sub-Clause 1 8. 1 [General Requirements for Insurances], until the date of issue
of the Taking-Over Certifi cate for the Works.
The insuring Part y shall maintain this insurance to provide cover until the date of issue
of the Perbrmance Certifi cate , for loss or damage for which the Contractor is liable
arising from a c
ause occurring prior to the issue of the Taking-Over Cert ifi cate, and for
Completion]) .
121
(including those under Clause 1 1 [Defects Uability] and Clause 1 2 [Tests after
(9
T e insuring Party shall insure tl e Contractor's Equipment for not less than the full
h
replacement value, including delivery to Site. For each item of Contractor's
Equipment, the insurance shall be effective while it is being transport ed to the Site and
O9
(a)
(b)
(c)
(d)
shall also cover loss or damage to a part d the Works which is attributable to
[Employer's Risks],
th e use or occu pation by the Employer of another part of the Works , and loss
(e)
may however exclude loss of, damage to, and reinstatement of:
(i)
(ii)
(iii)
(iv)
its design, materials or workmanship (but cover shall include any other
part s which are lost or damaged as a direct result of this defective
condition and not as described in sub-paragraph (ii) below) ,
other part of the Works if this other par[ is in a defectiv e condition due to
a defect in its design , materials or workmansh ip,
a part of the Works which has been taken over by the Employer, except
to the extent that the Contractor is liable for the loss or damage, and
If, more than one year after the Base Date, the cover described in sub-paragraph
shall (as insuring Party) give notice to the Employer, with support ing part iculars .
The Employer shall then (i) be entitled subject to Sub-Clause 2 . 5 [Employer's
Claims] to payment of an amount equivalent to such commercially reasonable
terms as th e Contractor sho uld h ave expected to have paid for s uch cover, an d (ii)
be deemed, un less he obtai ns the cover at comm ercially reasonable terms, to have
56
@ FI DIC 1 999
1 8.3
The insuring Party shall insu re against each Party ' s l iability for anyJoss, damage, death
or bod i ly injury wh ich may occur to any physical property (except th ings insu red under
Sub-Clause 1 8 . 2 [Insurance for Works and Contractor 's Equipment]) or to any person
Su b- Clause:
(a)
(b)
(c)
(d)
shall be ef
fected and maintained by the Contractor as insu ring Party,
shall be in the joint names of th e Par
t ies ,
property (except th ings insu red un der Sub- Clause 1 8 . 2) arising out of the
(i0
(ii0
1 8 .4
I ns u rance for
T e Contractor shall ef
h
fect and maintain i nsurance against liabi lity fo r claims ,
damages , losses and expenses (including legal fees and expenses) arising from injury,
sickness, disease or death of any person employed by the Contractor or n
a y other of
the Contractor' s Person nel .
T e Em ployer and th e Engineer shall also be ind emnifi ed under the policy of
h
insu rance, except that this insurance may exclude Iosse.s and claims to the ex
t ent that
they arise f
rom a
n y act or neglect of the Em ployer or of the Employer's Personnel
h e insuran ce shal l be maintained, in full force and ef
T
fect duri ng th e whole time that
1 9 .1
M ajeure
(c)
which , having arisen , such Party could not reasonably have avoided or
(d)
General Cond itions
which such Party could not reasonably have provided against before entering
into the Co ntract,
overcome, and
which is not su bstantial ly attributable to th e other Party.
@ FI D [C 1 999
57
LL
Force Majeure may include , but is not lim ited to , exceptional oevents or circumstan ces
of the kind l isted below, so long as con ditio ns (a) to (d) above are satisfied :
tJJ
(i)
(ii)
(i ii)
o
z
civil war,
Contractor ' s Person nel and oth er em ployees of the Contractor and
Subcontractors ,
(iv)
co
enem ies ,
(v)
[3C
activity.
1 9.2
If a Party is or will be prevented from performing any of its obligations under the
Contract by Force MaJeure, then it shall give notice to the other Party d the event or
circu mstances constituti ng the Force Majeure and shall specify th e obligations , the
performance of which is or will be prevented. The notice shall be g iven within 1 4 days
after the Party became aware, or sho u ld have become aware, of the relevant event or
eircumstance constitu
t ing Force Majeu re.
Notwithstanding any oth er provision of this Cl ause, Force Majeu re shal l not ap ply to
obligations of either Party to make payments to the other Party under the Contract.
1 9.3
Each Party shal l at all times usa all reasonable endeavou rs to minimise any delay in
the performance of the Contract as a result of Force Majeure.
A Party shall give notice to the.other Party when it ceases to be affected by the Force
Majeure .
1 9.4
Consequences, of Force
Maj eu re
(a)
(b)
if the event or circumstance is of the kind descri bed in sub-paragraphs (i) to (iv)
Af
t er receMng this notice, t he Engineer shall proceed in accordance with Sub-Clause
3.5 [Determlhetions] to agree or determine these matters.
1 9.5
Su b- co ntractor
Force M aje u re Af
fecti ng
If any Subcontractor is entitled under any contract or agreement relating to the Works
to rel ief from force majeura on terms additional to or broader than those specified it)
58
FI OfO 1 999
this Clause, such additional or broader force majeu re events or. ci rcu mstances shall
not excuse the Contractor 's n on- performance or entitle him to relief un der this Clause.
1 9. 6
Optional Te rm in atio n ,
Paym ent and Re lease
shall take ef
fect 7 days after the noti ce is g iven, and the Contractor shall proceed in
accordance with S ub - Clause 1 6. 3 [Cessation of Work and Removal of Contractor 's
Equipment] .
Upon such termination, the Eng ineer shall determine the value of the work done and
issue a Payment Certifi cate which s hall incl ude:
(a)
the amounts payable for any work carded out for which a p rice is stated in the
(b)
the Cost of Plant an d Materials ordered for the Works which have been
(c)
(d)
(e)
Contract;
deli
v ered to the Contractor, or of which - the Contractor is liable to accept
delivery: this PIant and Materials shall beco me th e property of (and be at the
risk of) the Employer when paid for by the Employer, and the Contractor shal l
place the same at the Employer' s disposal ;
any other Cost or l iabil ity which in the ci rcumstances was reasonably incu rred
by the Contractor in th e expectation of completing the Worl<s ;
Site and the return of these items to the Co ntractor' s works in his cou ntry (or
to any other destination at no greater cost) ; and
the Cost of repatriation of the Contractor's staf
f and labour employed wholly in
connection with the Works at the date of term ination .
1 9.7
Release fro m
Perfo rman ce
u nder the Law
Par
t ies to be released from fu rther performance of the Contract, then upon notice by
(a)
(b)
20.1
Contractor's C laim s
If the Contractor considers h imself to be entitled to any extension of the Time for
Completion a
n d/or any additional paym ent, under any Clause of these Conditions or
otherwise in connection with the Contract, the Contractor shal l g ive n otice to the
Engineer, describing the event or ci rcu mstance giving ri se to the claim . The notice
shall be given as soon as practicable, and not later than 28 days after the Contractor
became aware, or shou ld have become aware , of the event or circu mstance .
General Condriions
RDIC 1 999
59
If the Contractor fails to give notice of a claim within such pe:iod of 28 days, the Time
for Completion shall not be extended , the Contractor shall not be enti t led to addit ional
payment, and the Employer shall be discharged from all liability in connection with the
claim . Otherwise, the following provisions of this Sub-Clause shall apply.
The Contractor shall also submit any other notices which are required by the Contract ,
and supporting particulars for the claim, all as relevant to such event or circumstance.
uJ
substantiate any claim , either on the Sit e or at another location acceptable to the
Engineer. Without admitting the Employer' s liability, the Engineer may, after receiving
any notice under this Sub-Clause, monitor the record-keeping and/or instruct the
Engineer to inspect all these records, and shall (if instructed) submit copies to the
Eng ineer.
co
oc
Within 42 days after the Contractor became aware (or should have become aware) of
LL
the event or circumstarice giv ing rise to the claim, or within such other period as may
be proposed by the Contractor and approved by the Engineer, the Contractor shall
send to the Engineer a fully detailed claim which includes full supporting particufars of
the basis of the claim and of the extension of ti me and/or addit iona
l payment claimed .
If the event or circumstance giving rise to the claim has a continuing effect:
(a)
(b)
(c)
the Contractor shall send a fi nal claim within 28 days after the end of the. effects
resulting from the . event or circumstance, or within such other period as may be
proposed by the Contractor and approved by the Engineer.
Each Payment Cert ificate shall include such amounts for any claim as have been
reasonably substantiated as due under the relevant provision of the Contract. Unless
and until the part iculars supplied are suffi cient tb substantiate the whole of the claim,
the Contractor shall only be enti t led to payment for such part of the claim as he has
been able to substantiate.
proper investigation of the claim, unless the claim is exctuded under the second
paragraph of this Sub-Clause.
6O
FI DI C 1 999
20 . 2
[Obtaining Dispute Adjudica tion Board's Decision] . The Parties shall jointly appoint a
DAB by the date 28 days after a Party gives notice to the other Party of its intention
to refer a disp ute to a DAB in accord ance with S ub - Clause 20 .4 .
T e DAB shall comprise, as stated in the Appendix to Tender, eith er on e or three
h
su itably qual ifi ed persons ("the members ") . If the num ber is not so stated and the
Par
t ies do not ag ree otherwise , th e DAB shal l comprise three persons.
If the DAB is to com prise th ree persons , each Party shall nomi nate one member for
h e Parties shal l consult both these members an d
the ap proval of th e other Party. T
shall ag ree upon th e third mem ber, who shall be appointed to act as chairman .
However, if a list of potential mem bers is includ ed in the Contract, the members shall
be selected from those on the list, other than anyon e who is unabl e or unwilling to
accept appointm ent to the DAB .
H*
each of the th ree members s hall in corporate by reference the General Cond itions of
Dispute Adju dicatio n Agreement contained in the Appen dix to these Ge neral
Conditions , with such amendments as are ag reed between them .
If at any tim e the Part ies so agree, they may appoint a suitably qualifi ed person or
persons to replace any one or more members of the DAB . Unless the Parties agree
otherwise , the appointm ent wi l l com e into effect if a member declines to act o r is
unable to act as a resu lt of death , disabi l ity, resig n ation or termination of appointment.
T e replacement shall be ap pointed in the same manner as the replaced person was
h
required to have been nominated or agreed upo n , as described in this Sub-Clause.
The ap pointm ent of any mem ber may be termi nated by mutual agreement of both
Parties, b ut not by th e Em ployer or the Co ntracto r acting alo ne . U nless otherwise
agreed by both Parties, the appointment of the DAB (including each member) shall
expi re when the DAB has g iven its d ecision on th e dispute referred to it u n der S ub
Clau se 20 . 4 [Obtaining Dispute Adjudica tion Beard's Decision] , u nless other
disputes have been referred to the DAB by that t ime u n der S ub - Clause 20 . 4 , in
wh ich event the rel evant date shal l be when the DAB has also given decisions on
those disp utes .
(b)
(c}
(d)
th e Par
t ies fail to agree upon th e appo intment of the sole mem ber of the DAB
eit her Party fails to nominate a member (for approval by the other Party) of a
DAB of three persons by such date,
the Parties fail to agree upon the appointment of the third member (to act as
42 days after the date on which the sole member or one of the three members
noEc 0eg
61
appoint this member of the DAB. This appointment shall be fi nal and conclusive. Each
Party shall be responsi ble for paying on e-half of the remuneration of the appointing .
entit
y or official .
20 . 4
LU
If a dispute (of any kind whatsoever) arises between the Parties in connection with, or
arising out of, the Contract or the execution of the Works, including any dispute as to
t ifi cate, determination, instruction , opinion or valuatip n of the Engin eer, then
any cer
af
t er a DAB has been appoi nted pursuant to Sub -Clause 20 .2 [Appointment ef the
DAB] and 20.3 [Failure to Agree DAB] either Party may refer the dispute in writing to
the DAB for its decision , with copies to the other Party and the Engineer. Such
reference shal l state that it is g iven u nder this Sub-Clause .
03
For a DAB of three persons, the DAB shall be deemed to have received such
reference on the date when it is received by the chairman of the DAB .
Both Parties shall promptly make avai lable to the DAB all information , acce
s s to the
Site, and appropriate facilities, as the DAB may require for the purposes of making a
decision on such dispute . T
h e DAB shall be d eemed to be not acting as arbitrator(s) .
Within 84 days after receiving such reference, or the advanced payment referred to in
Clause 6 d the Appendix - General Condit ions of the Dispute Adjudication
Agreement, whichever date is later, or within such other period as may be p roposed
by the DAB and approved by both Parties, the DAB shall give its decision, which shall
be reasoned a
n d shall state that it is given un der this Sub- Clause. However, if neither
of the Parties has pai d in full the invoices s ubm itted by each member pursuant to
Clause 6 of the A
p pendix, th e DAB shall not be o bliged to give its decision until suc h
invoices have been paid in ful l . The decision shall be bind ing on both Parties , who shall
promptly give effect to it unless and until it shall be revised in an amicable settlement
or an arbitral award as described below. Unless the Contract has already been
If either Party is dissatisfied with the DAB ' s decision , then either Party may, within 28
days af
t er receiv ing the decision , give notice to the other Party of its dissatisfactio n , if
the DAB fails to give its decision within the period of 84 days (or as otherwise approved)
after receMng such reference or such payment , then either Party may, within 28 days
af
t er this period has expired, give notice to the other Party of it s dissatisfaction.
In either event , this notice of dissatisfaction shall state that it is g iven u nder this Sub
Board 's Decision] and Sub- Clause 20 . 8 [Expiry of DisPute Adjudication Board 's
Appointment], neither Party shall be entitled to commence arbitration of a dispu
te
unless a notice of dissatisfaction has been given in accorda
n ce with this Sub-Clause,
62
Where notice of d issatisfactio n has been g iven u nder S ub- Clause 20 . 4 above , both
Parties shall at
t empt to set
t le the dispute amicably before the commencement of
arbitration . However, u nless both Par
t ies agree otherwise , arbitratio n may be
@ FIDI O 1 999
Arb itration
these Rules, a
nd
the arbitration shal l be conducted i n the language for comm u nications defi n ed
in Sub-Clause 1 . 4 [Law and Language] .
The arbitrato r(s) shal l have full power to open u p , review and revise any certifi cate,
determinatio n , instruction, opinion or valuation of the Eng ineer, and any decision of the
DAB , relevant to the disp ute. Noth ing shall d isqua
l ify the Eng ineer from being called
as a witne
s s and givi ng evidence before the arbitrato r(s] on any matter whatsoever
Neither Party shall be limited in the proceedings before the arbit rator(s) to the evidence
or arguments previously put before th e DAB to obtain its decision , or to the reasons
for dissatisfaction given in its notice of dissatisfaction . Any decision of the DAB shall
be admissible in ev
i dence in the arbitration .
Arbitration may be com men ced prior to or after com pletion of the Wo rks . T
he
obl ig ations of the Par
t ies, the Eng ineer and the DAB shall not be altered by reason of
any arbitration being cond ucted during the p rogress of the Wo rks.
20. 7
(a)
(b)
(c)
neither Party has given notice of dissatisfaction within the period stated in Sub
Clause 20 . 4 [Obtaining Dispute Adjudication Board 's Decision],
the DAB ' s related decision (if any) has become fi nal an d binding, and
a Party fails to comply with this decision ,
(a)
(b)
General Conditions
[Arbitration] .
@ FIDIC 1 999
63
AP P E N D IX
<
o
Each
(a)
(b)
(c)
the sole mem ber of th e " DAB " (or " adjudicator") and , where this is the
or
one of the th ree persons who are jointly cal led the " DAB " (or " d ispute
adjud ication board ") and , wh ere this is the case , the other two persons
O9
,,
o
The Employer an d the Contractor have entered (or inten d to enter) into a contract,
which is call ed Sh e " Contract" and is defi ned i n the Dispute Adjudication Ag reement,
which incorporates this Appen d ix. I n the Dispute Adjud ication Agreement, words and
expressions which are not otherwise defi ned shall have the meanings assigned to
them in the Contract .
2
The Dispu
t e Adjudication Agreement shall take effect when the Employer, the
Contractor and each of the M embers (or Member) have respectively each signed a
dispute adjudication ag reement.
written agreement of all the parties to it and of the Other Members (if any).
Warranties
h e Member warrants and ag rees that he/she is and shall be impartial and
T
independent of the Employer, the Contractor and the Engineer. The Member shall
promptly disclose, to each of them and to the Other Members (if any), any fact or
When appointing the M ember, the Employer and the Contractor relied upon the
M em ber' s representations that he/she is :
(a)
(b)
(c)
experienced in the work which the Contractor is to carry out under the Contract,
experienced in the interpretation of contract documentation, and
fl uent in the language for communications defi ned in the Contract.
th e M em ber
h e Member shal l:
T
(a)
64
@ F] D I C 1 999
(b)
(c)
were d isclosed in writing to the Em ployer and the Contractor before they
sig ned the Dispute Adjudication Agreem ent;
have disclosed in writing to the Em p loyer, the Contractor and the Other
Members (if any), before entering int? the Dispute Adjudication Agreement and
(d)
not, for the duration of the Dispute Adjud icatio n Agreement , be em ployed as a
(e)
(f)
(g)
(h)
(i)
Conditions of Contract;
the Contractor' s Personnel con cerning th e con duct of the Contract , other tha
n
in accordance with the annexed procedural rules ;
not while a Memb er enter into discussions or make any agreement with the
ensure h is/
h er availability for any site visit and heari ngs as are necessary; and
treat the details of th e Contract an d all t h e DAB ' s activit ies an d h eari n gs as
private an d co nfi dential , and not p u blis h o r dis close them with o ut the prior
written conse nt of the Emp loyer, t h e Contractor an d the Oth er M embers (if
any) ,
General O b l igation s of
the Em ployer and the
Co ntracto r
The Emp loyer, the Co nt ractor, t he Em p loyer ' s Pe rsonnel an d the Contracto r' s
Person nel shal l n ot req uest advice fro m or cons u ltation wit h th e M embe r regardi ng
th e Contract , other
w ise th an in th e normal cou rse of th e DAB ' s activiti es under t he
Co ntract and the Dispute Adju dicati o Q Ag reement , and exce pt to th e extent that
prior agre ement is g iven by the Em ployer, the Co ntractor and the Other Mem b ers
(if any) . The Emp loyer and t he Contracto r s hall be res p onsib le fo r co mplian ce with
th is provisio n , by th e Em p loyer' s Personnel and t he Co ntractor ' s P erson nel
res pectively.
The Emp loyer and the Contractor hereby joi ntly and several ly indemnify and hold the
Member harml ess against and from claims from w
h ich h e/she is relieved from liabil ity
under the preceding parag raph .
6
Paym ent
The Member shall be paid as follows, in the currency nam ed in the Dispute
Adjud ication Ag reement :
G ener
Cond ons
FIOKO l g
65
(a)
each working day spent reading submissions, attending hearings (if any),
preparing decisions, or making sit e visits (if any); and
each day or part of a day up to maximum of two day's travel time in each
direction for the journey (if any) between the Member's home and site or
another location of a meeting with Other Members (if any) or the
Employer and the Co ntractor;
LU
C)
Z
(b)
required for each item in excess of five percent of the daily fee referred to in
(c)
co
a:
any ta
xes properly levied in the Country on payments made to the Member
(unless a national or permanent resident d the Countr
y) under this Clause 6.
LL
expenses that he/she shall incur in connection with his/her duties. Payment of
such invoice shall be made by the Contractor upon his receipt of the invoice. The
Member shall not be obliged to engage in activities under the Dispute Adjudication
Agreement until each member has been paid in full for invoices submitted under
th is parag raph .
h ereafter the Member shall submit to the Contractor, with a copy to the EmPloyer,
T
fees and expenses of each Member for mak ng a decision shall have been paid in f
u ll.
Unless paid earlier in accordance with the above, the Contractor shall pay each of the
Member's invoices in full within 28 calendar days aft er receiving each invoice a
n d shall
apply to the Employer (in the Statements under the Contract) for reimbursement of
one-half of the amounts of these invoices . T
h e Employer shall then pay the Contractor
in accordance with the Contract.
all other rights arising from this default, the Employer shall be entitlecJ to
reimbursement of all sums paid in excess of one-half of the
s e payments, plus all costs
of recovering these sums and fi nancing charges calculated at the rate specified in
Sub -Clause 1 4. 8 of the Conditions of Contract.
submitting a valid invoice, the Member may (i) suspend his/her services (without
notice) until the payment is received, and/or (ii) resign his/
h er appointment by giving
notice to the Employer and the Contractor. T
h e notice shall take effect when received
by them both. Any such notice, shall be final a
n d binding on the Employer, the
Contractor and the M ember.
66
FtDIO 1 999
If the Member fa S to comply With any obligation under Clause 4 he/she shall not be
entitled to any fees or expenses hereund er and shall, without prejudice to their other
rights, reimburse each of the Employer and the Contractor for any fees and expenses
received by the M ember and the Other Members (if any), for proceedings or decisions
(if any) of the DAB which are rendered void or inef
fective.
D isputes
Any dispute or claim arising out of or in connection with this Dispute Adjudication
Agreement, or the breach, termination or invalidity thereof, shall be finall y settled under
the Rules of Arbitratio n of the I nternati onal Chamber of Comm erce by one arbitrator
eeneraJ CondiSol s
@ epic 1
67
An n ex
The Employer and t he Contractor shall furnish to th e DAB one copy of all documents
LU
which the DAB may request, including Contract documents , prog ress reports,
variation instructions , certifi cates and othe r d ocuments pertinent to th e matter in
0
Z
dispute. All communications between the DAB and the Employer or the Contractor
shal l be copied to the other Party. If th e DAB comprises th ree persons, the Employer
and the Contractor shall send copies of these requested docu ments and these
communications to each of th ese persons .
co
o
LL
(a)
(b)
Except as otherwise ag reed in writing by the Employer and th e Contractor, the DAB
shall have power to adopt an inquisitoria
l procedure, to refuse adm ission to hearings
or aud ien ce at hearings to any persons oth er than representatives of the Employer, the
Contractor end the Eng ineer, and to proceed in the absen ce of any party who the DAB
is satisfi ed received notice of the hearing ; but shal l have d iscretion to decide wh ether
and to what extent this power may be exercised .
h e Employer and the Contractor empower the DAB , among other things, to :
T
(a)
(b)
(c)
conduct any h earing as it thin ks fi t , not being bou nd by any ru les or procedures
(d)
(e)
(f)
(g)
(h)
open up, review and revise any cert ificate, decision , determination, instruction ,
opinion or valuation of the Engineer, relevant to th e dispute.
referred to it,
Contract,
and
T e DAB shall not express any opinions duri ng any hearing concerning the merits of
h
any arguments advanced by the Par
t ies. T
h ereafter, the DAB shall ma
k e and g iv e
notice to its decision in accordance with Su b - Clause 20 .4 , or as other
w ise ag reed by
th e Emp loyer and the Contractor in wri t ing . If the DAB compri ses three persons :
68
@ FI DIC 1 999
(a)
(b)
(c)
it shall convene in private after a hearin g , if any, in order oto have d iscussions
and prepare its decision ;
it shall en deavour to reach a unanimous decision : if this proves im possibl e, the
appl icable decision shatl be made by a majority of the Members, who may
require the minority Member to prepare a written report for submission to the
Em ployer and the Contractor; an d
if a Mem ber fai ls to attend a m eeting or hearing , o r to fu lfi l any required function,
(ii)
r . . . .. .
r
L
E
[
[ CO
Gene aJ Conditions
F1DEC 1 999
69
I N D EX O F S U B - C LAU S ES
Sub -Clause
4. 1 1
Page
15
1 1 .7
36
7 .3
25
Access Route
4. 1 5
17
2. 1
4. 1 3
1 .3
20 .2
61
1 3.8
40
1 3 .7
40
1 4.2
42
Assignment
Assistance by the Emp loyer
Assistants, Eng ineer 's
Authorities, Delays Caused by
Avoidance of i nter
ference
16
1 .6
20 . 5
62
5.2
20
2.2
20 . 6
62
5 .6
22
1 .7
2.2
3.2
10
8 .5
29
4. 1 4
16
1 7.2
52
Certi
i cate , Appl ication for Final Payment
f
1 4. 1 1
46
1 4. 1 3
47
1 1 .9
36
1 0. 1
32
1 4. 3
43
1 .3
1 4.6
45
2 .5
Claims Procedure
20 , 1
59
1 1 .1 1
36
Clea
rance of Site af
t er Taking-Over Cer
t ifi cate
4. 23
19
Commencement of Works
8. 1
27
Communications
1 .3
Commu nications , La
n g uage for
1 .4
1 1 .1
34
1 4. 1 0
46
8.2
28
4. 1 2
16
1 4. 1
42
Contractor to Search
1 1 .8
36
Contractor's Claims
20 . 1
59
5.1
20
5.2
20
1 .10
Conf
i dential Details
@ F I DI C t 999
1 .1 2
Equipment
General Obligations
Uabil ity, Cessation of
Liab i l ity, Limitation of
4. 1 7
17
4. 1
11
2 .5
1 7.6
54
9.1
31
4 . 23
19
6.9
24
6. 1 0
25
4.3
13
Contractor' s Personn el
Contractor' s Undertaking
Co-operation
Daywork
6.8
5 .3
'
24
22
4.6
13
1 3.8
4O
! 3 .4
39
1 4. 1 6
48
4. 1 0
1 3.6
1 5. 1
1 5 ,2
15
40
48
48
1 6. 1
! 6.2
5O
1 1 .4
35
1 1 .1
1 1 .8
34
8.7
8.5
3.2
5.8
5.1
29
Discharge
Disorderly Conduct
Dispute Adjudication Board, Appointment of the
Dispute Adjudication Board, Failure to Agree
Dispute Adjudication Board's Appointment, Expiry of
Dispute Adjudication Board' s Decision, Failure to Comply wit h
Dispute Adjudication Board's Decision , Obtaining
Disputes, Amicable Settlement of
Disputes, Arbit ration of
Dispu
t es, Failure to Comply wit h Dispute Adjudication
1 4. 1 2
6. 1 1
20.2
20.3
20.8
20.7
20,4
20.5
20.6
47
63
20 . 7
20.4
Defects, Remedying of
Defects, Searching for Cause of
Defi nit ions
Delay Damages
Delays Caused by Au
thorities
Delegation by the Engineer
Design Error
Design Obligations, General
Documents, As-Built
Documents, Ca
re and Supply of
Documents, Contractor's
Docu ments , Contractor's Use of Employer's
Documents, Employer's Use of Contractor's
Documents , Pri ority of
Efectricity, Water and Gas
ii
5O
1 6. 1
@ FlDiC 1 999
51
1 1 .5
35
1 1 .3
35
1 .1
3.5
36
1
29
10
23
20
! 1
25
61
61
63
63
62
62
62
62
5 .6
1 .8
5. 2
1 .1 1
1 .1 0
1 .5
22
4. 1 9
18
6
20
7
7
o 1 .3 -
2.5
1 4. 1 5
1 .1 1
1 5 .5
4. 20
2 .4
1 4. 1 4
2 .3
48
7
50
18
9
47
9
1 .9
1 7.3
53
1 7.4
53
3.2
10
3.3
11
3 .4
11
3.1
10
3 .5
11
3. 1
10
4. 1 8
17
Error by Contractor
5.8
23
1 ! .3
35
8 .4
28
1 2 .4
38
9.4
32
1 4. 1 1
46
I 4. 1 3
47
2 .4
. 9
1 9. 5
58
1 9, 4
58
1 9. 1
57
1 9.2
58
1 9 .6 -
59
Frustration of th e Contract
1 9 .7
Fossils
4. 24
20
59
4. 1 9
18
Goods , Tra
n sport of
4. 1 6
17
6, 7
24
17.I
52
7.3
25
I ndemnities
I nspection
Instructions of the Engineer
I nsu ra
n ce against I njury to Persons and Damage to Property
3 .3
11
1 8.3
57
1 8 .4
57
1 8.2
55
1 8. 1
54
1 7.5
53
1 4.3
43
1 4.6
45
1 .2
Insura
n ce for Contractor' s Personnel
I nterference, Avoidance of
I nterference with Tests on Com pletior
F] DIO 1 999
1 .10
1 .1 1
4. 1 4
16
1 0.3
34
iii
1 .14
6. 1
23
6.6
24
1 .4
1 .4
6 .4
23
1 3.7
4O
2 .5
1 4. 1 4
1 .1 4
47
8
1 7.6
54
1 8.1
54
2 .2
7. 1
25
5 ,7
23
8. 1 0
30
7 .7
27
1 4.5
44
4 .20
18
Nominated Su bcontractors
4 .5
I3
4. 1 6
17
1 5.1
48
1 .3
O bligations, af
t er Performance Certifi cate
Obligations, Contractor' s General
Operation and Maintenance M anuals
1 1 .10
Paym ent
36
4. 1
11
5 .7
23
4 .6
I3
1 4,7
45
1 6, 4
51
1 5.4
49
1 4. 1 5
48
1 4.8
46
1 4.5
44
1 3 .4
39
Other contractors
Payments , Schedule of
Permits , Lica
n ces or Approvals
Personnel , Em ployer' s
Person nel , Insurance for Contractor' s
Person nel , Training of
Persons in the Service of Employer
Plant a
n d Materials for the Works, Paym ent for
Plant and Materials i n Event of Suspension , Payment for
Pla
n t and Materials, Ownership of
P rog ramme
IV
1 .13
F1 DIC 1 999
1 9 .4
58
1 4.4
43
1 1 .9
36
4, 2
12
2. 2
6. 1 0
25
6 .9
24
6. 1 1
25
2.3
1 8 .4
57
5 .5
22
6.3
23
1 4 .5
44
8. 1 0
30
7 .7
27
8.3
28
Progress, Rate of
Prog ress Reports
8.6
4.21
Provisional Su ms
29
18
1 3. 5
39
4.9
15
6. 1 0
25
Re
s ponsibility for the Works
1 .1 3
5 .4
22
7.5
26
1 9. 7
59
7 .6
27
1 1 .4
35
1 1 .1
34
1 1 .2
34
! 6.3
51
3.4
11
4 .2 1
18
4.3
13
3 .2
10
4. 1
11
3.1
10
8.1 2
31
Retention , Deduction of
1 4. 3
43
14 9
46
1 2.3
37
9.3
32
1 3. 1
38
after Co m pletion
on Completion
Contractor' s Documents
Employer' s Documents
Safet
y and Health
Safet
y Procedures
Sam ples
Schedu le of Guarantees
Schedule of Payments
Search , Contractor to
Secu rit
y, Per
formance
Setting Out
Site , Clea
r ance of
S ite, Contractor' s Operations on
1 .10
1 .1 1
4. 1 3
16
1 7.5
53
1 7.3
53
7 .8
27
6.7
24
4.8
14
7 .2
25
9. 1
31
1 4.4
43
1 1 .8
36
4 .2
12
4. 7
14
1 1 .1 1
36
4. 23
19
Site Data
4.1 0
15
2. !
5 .4
22
1 4. 1 0
46
Statement, Final
1 4. 1 1
46
Statement, I nterim
1 4.3
43
4 . 22
19
6. 1
23
6. 6
24
.13
1 9.5
8
58
V
Su bcont ractors
Subcontractors , nominated
Superintendence, Contractor' s
Su rfaces Requiring Reinstatement
Suspension , Consequences of
Suspension due to Employer' s Default
Suspension of Work
13
13
6.8
24
1 0.4
34
8.9
3O
1 6. 1
5O
8.8
3O
8. 1 0
3O
8. 1 1
3O
8. 1 2
31
1 0 .2
33
1 0. 1
32
1 0 .4
34
5 .4
22
1 6.2
51
1 6 .4
51
1 5.2
48
1 5.5
5O
1 5 .4
49
Ter
m i nation , Optional : af
t er Force Majeure
Termination , Optional : at Employer' s Convenience
1 9.6
59
1 5 .5
5O
1 5 .3
49
Ter
m ination : Ce
s satio n of Work
1 6.3
51
Te
s ti ng
Tests after Completion
Te
s ts af
t er Completion , Delayed
Tests after Completion , Fail u re to Pass
Tests af
t er Completion : Retesting
Te
s ts , Fur
t her
Tests on Compl etion
Tests on Compl etion , Delayed
7 .4
26
1 2. 1
37
1 2.2
37
1 2.4
38
1 2.3
37
1 1 .6
35
9. 1
31
9 .2
31
9 .4
32
1 0.3
34
1 8 .3
57
8 .2
28
8 .4
28
1 4. 7
45
5.5
22
4. 1 6
17
vi
4.4
4.5
20 . 2
61
4, 1 2
16
1 1 .10
36
1 5 .3
49
Va
l ue Engineering
1 3 .2
38
Var
i ation Procedure
1 3.3
39
Variations
1 3. 1
38
1 3.4
39
6.2
23
Water a
n d Gas
4. 1 9
18
Working Hours
Works and Contractor's Equi pment , insurance for
Wor
k s, Contractor' s Care of the
6.5
23
1 8.2
55
1 7.2
52
bq D IO 1 999
GENERAL CONDITIONS
G U I DAN CE FO R TH E
P RE PARATI ON O F
Co n d itions of Contract
FO R M S O F LETTE R O F
T E N D ER , CO NTRACT
AG R EEM ENT AN D
AG R E EM ENT
FI DIC
G u i d an ce
I NTRO D UCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
NOTES O N TH E P RE PARATI O N O F TEN DE R DOC U M E NTS . . . . . . . . . . . . . . 3
General Provisions
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
h e Engineer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
T
h e Contractor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
T
Desig n . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Tests on Co mpletion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1
10
11
12
12
14
Contract Price a
n d Payment . . . . . . . . . . . . . . . . . . . . . . . . 1 3
15
Termination by Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . I 9
16
17
Risk a
n d Responsi bility . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 9
18
Insu rance' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
19
Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
20
AN N EXES
FO RM S O F SEC U RITY . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
O3
F6d@ation Internationa
l e des Ing nieurs- Oonseils (FI DIC) and are recommended for general use for
8C
the procurement (including design , manufacture, deliv ery and installation) of plant, and for the
design and execution of building or engineering works, where tenders are invited on an international
basis . Mod ifications to the Conditions may be required in som e legal jurisdictions, particu larIy if they
are to be used on domestic contracts.
Under the usual arrangements for these types of contract, the Contractor is responsible for the
design and provision, in accordance with the Employer's requirements, of plant and/or building
and/or eng ineering works .
The guidance hereafter is intended to assist writers of the Particular Conditions by giving options
for various sub-clauses where appropriate . As far as possib le, exampIe wording is i ncluded ,
between lines . In some cases , h owever, only an a
l de- memoire is given .
Before incorporating any example wording, it must be checked to ensure that i t is wholly suit able
for the particular circumstances. Unless it is considered suitable, example wording should be
amen ded before use.
In the preparation of the Conditions of Contract to be included in the tender documents for a
The Conditions of Contract comprise th e " Gen eral Conditions " , which form par
t of the
"Con ditions of Contract for Plant and Design -B uild" First Edition 1 999 published by the
F6d@ation I nternational e des Ing nieu rs-Conseils (FIDIC) , and the fol lowing " Par
t icu lar
Conditions " , which include am end ments and additions to such General Conditions .
h ere are no Sub -Clauses in the General Cond itions wh ich req uire data to be included in the
T
Par
t icular Conditions . As noted in sub -parag rap h (ii) of the Foreword , th e General Conditions refer
to a
n y riecessar
y data being contained in the Appendix to Tender or (for technical matters) in the
Employer' s Requ irements.
FIDIC has published a document entitled "Tendering Procedure" which presents a systematic
approach to the selection of tenderers and the obtaining and evaluation of tenders; the second
edition was published in 1 994. The document is intended to assist the Employer to receive sound
competitiv e tenders with a minimum of qualifi cations. FIDIC intends to update Tendering Procedure
and to publish a guide to the use of these Conditions of Contract for Plant and Design-Build.
2
FIDtC 1 999
* LU C
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advisab le . The tender documents issued to tend erers wi l l consist of the Conditions of Contract , the
I n addition , each of the "renderers sho uld receive the data referred to in Su b -Clause 4 . 1 0, and th e
I nstructions to Ta
n d erers to advise them of any matters which th e Employer wishes them to include
in their Proposal but which do not form part of the Employer's Requirements for the Works. When
the Employer accepts the Let
t er of Tender, the Contract (which then comes into full force and ef
fect)
includes the accepted Proposal and comp leted Schedules .
The Employer's Requirements should specify the particular requirements for the completed Wdrks,
including functional requirements, quality and scope, and may require the Contractor to supply
certain items, such as consumables which could be listed i n a Schedule. The mat
t ers referred to in
some or al l of the following Sub-Clauses might be included:
1 .8
Num ber of copies of Co ntractor' s Docum ents
1 .13
Permissions bei ng obtai n ed by the Em ployer
2. 1
Phased possession of foundations, structu res , p lant or means of access
4. 1
I ntended purposes for which the Works are required
4.6
Oth er contractors (and others) on the Site
4.7
Settin g-out points, l ines and levels of reference
4. 1 4
Third partie
s
4. 1 8
Environmental constraints
4. 1 9
Electricit
y, water, gas and other services available on the Site
Employer' s Equipment a
n d free- issue material
4 . 20
5. 1
5 .2
5 .4
5.5
5.6
5.7
Operational tra
i ning for the Em ployer' s Person nel
As- bu ilt d rawings and oth er records of the Works
Operation and maintenance manuals
6.6
Facilitie
s for Personnel
7.2
Samples
7.4
9. 1
9 .4
1 2.1
1 2 .4
1 3 .5 .
Many Sub-Clauses in the General Conditions make reference to data being contained in the
Appendix to Tender, providing a convenient location for the data which is usually required . The
exa
m ple for
m in this publication thus prov
i des a check-list of the data required; but there is no
in dication , either i n the General Cond itions or in the examp le Appendix to Tender, that this data is
eit her prescri bed by th e Em ployer or inser
t ed by the Tenderer. T
h e Emp loyer should prepare the
Appendix to Tender, based on this example form , with the elements completed to the extent of his
requ irements .
F1 DiO 1 999
O3
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The Employer may also require other data from Tenderers, and include a questionnaire in the
LU O
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Schedules .
The Instructions to Tenderers may need to specify any constraints on the comp letion of the
Ten derer is to include with his Tender. If each Tenderer is to produce a parent company g ua
r antee
and/or a tender security, these requirements (which apply prior to the Contract becoming effective)
3
O
12.1
Qualit
y Ass ura
n ce system
Tests on Co mpletion
Tests after Com pletion
18
Insurances
2O
Resolution of disputes
4. 9
9.1
A design-build contract may constitute a turnkey contract and include design, construction,
fi x
t ures, fitt ings and equipment (f.f.e.), the scope of which should be defi ned in the Employer' s
Requirements. Full consideration should be given to detailed requirements, such as the extent to
which the Works are to be fu lly eq uipped , ready fo r operatio n , with spare parts and consumables
Understandably, tenderers are oft en reluctant, in the face of intense competition, to incur great
expense in the preparation of tender designs. When preparing the Instructions to Tenderers,
thought should be given as to the extent of detail which tenderers can realistically be expected to
prepare and include in their Proposals. The extent of detail required should be described in the
Instructions to Tenderers. Note that there can be no description in the documents which will
Consideration may be given to offering some remuneration to tenderers if, in order to provide a
responsive Tender, they have to undertake studies or carry out design work of a conceptual nature.
RDIC 1 999
C lause 1
G eneral Provisio ns
S u b- Clause 1 . 1
Defin itio ns
It may be n ecessary to amend some of the defi nit ions . For example:
1 . 1 .3 . 1
1 . 1 . 4. 6
1 . 1 . 4 .8
1 . 1 .6.2
Su b- C lause 1 .2
I nte rpretati o n
If the references to "profit " are to be more precisely specified , this Su b-Clause may be vari ed :
EXAMPLE
EXAM PL
E
:.
Contract Ag reement
The form of Ag reement shou ld be included in the tender docum ents as an annex to the Particular
Conditions : an examp le form is included at the end of this publication. If lengthy tender negotiations
were necessar
y, it may be considered advisable for the Contract Agreement to record the Accepted
Contract Amount, Base Date and/or Commencement Date . Entr
y into an Agreement may be
necessar
y under ap plicable law;
S u b - C lause 1 . 1 0
Additional provisions may be required , if all rig hts to particular it ems of comp u
t er software (for
example) are to be assigned to the Employer. The provisions should take account of the appl icable
Laws .
Su b-Clause 1 . 1 3
For a major contract, detailed requirements for the joint ventu re may need to be specifi ed . For
exam ple , it may be desirable for each member to produce a parent company g uara
n tee: an
exam ple form is an nexed to this document as Annex A.
These requirements, which apply prior to the Contract becoming effective, should be included in
the I nstructions to Ten derers. The Em ployer wil l wish th e leader of the j o int venture to b e
appointed at an early stage, providing a single point of contact thereafter, and will not wish to be
i nvolved in a dispute between th e mem bers of a jo int ventu re . The Em ployer shoul d scrut i nise the
joint venture agreement carefully, and it may have to be approved by t he project 's fi nancing
i nstitutio ns .
D etai ls to be Confidential
Clause 2
Su b-Cl au se 2. 1
The Em p loyer
Right of Access to th e Site
It may be essential for the Contractor to have early access to the Site for the p urposes of surve
and sub-s urface investigations, tf ri ght of access cannot be granted, both early and thereafte r
excl usively, details shou ld be g iven in the Employer ' s Requ irements .
Su b -Cl au se 2. 3
Em ployer's Person n el
These provisions should be refl ected in the Employer's contracts with any other contractors on the
Site.
Cl ause 3
Su b -Cl ause 3.1
Th e E n g i neer
En g in eer' s D uties and Authority
T e Engi neer shall obtain the specifi c approval of the Employer before
h
taking action un der the following S u b-Clauses of these Cond itions:
(a)
Sub-Clause
**
(b)
Sub- Cl ause
**
Th is list should be extend ed or reduced as necessary. If the obligation to obtain the app roval of the
Em ployer only applies beyon d certain li m its , financial or oth erwise, the example word ing shou ld be
varied .
M anagement M eetings
l
EXAMPLE SU B-CLAUSE
C l au s e 4
S u b -Cl ause 4. 2
T h e Co ntractor
Pe rfo rman ce S ecu rity
S u b - C lause 4.3
If th e Representative is known at th e time of subm ission of the Tend er, th e Tenderer may propose
the Representative . T
h e Tenderer may wish to propose alternatives , especially if the contract award
seems likely to be detayed . If the ruling lang uage is not the same as the lang uag e for day to day
commu nications (under Su b-Clause 1 . 4) , or if for any other reason it is necessar
y to stipulate that
the Contracto r' s Representative shall be fl uent in a par
t icu lar lang uage, one of the following
sentences may be added .
EXAMPL
E
]
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Su b - Cl ause 4 .4
Su bcontractors
The wording in the General Conditions includes the conditions which will usually be app licable . If
less (or no) consent is required, some (or all) of sub- paragraphs (a) to (c) may be deleted , or
qualifi ed in th e Par
t icular Conditions :
EXAMPLE
S u b -Clause 4 , 8
O9
Prior co nsent shall not be req uired if the value of the subcontract is less
than one percent (1 %) of th e Accepted Contract Amount.
Safety Proced u res
If the Contractor is sharing occupation of the Site with others, it may not be appropriate for him to
provide some of the listed items. In these circumstances, the Employer's obligations should be
specified .
Su b - Cl ause 4 . 1 2
In the case of major sub-surface works , the allocation of the risk of sub-surfe
c e cond itions is an
aspect which should be considered when tender documents are being prepared , If th is risk is to
be shared between th e parties, the Sub-Clause may be amended :
EXAM PLE
(b)
S u b-C lause 4. 1 6
Transport of Goods
I nser
t at the en d of Su b-Clause 4. 1 6 :
Th e Co ntracto r sh al l req u est the Eng i neer's perm ission to deliver any
ite m of Goo ds to t h e Site . N o Goo ds shal l b e d e livered without th is
Contractor' s Eq ui p ment
If the Contractor is not to provide all the Contractor' s Equipment necessary to complete the Works ,
the Employer's ob ligations should be specified: see Sub-Clause 4. 20. If vesting of Contractor' s
Equipment is required , fur
t her paragrap hs may be added , subject to their bei ng consistent with
applicable laws:
EXAM PLE
Employer with ef
fect from its arrival on the S ite . ]-his vesting of proper
ty
shal l not:
(a)
. af
fect th e responsibility or liability of the Employer,
(b)
prejudice the rig ht of the Contractor to the sole use of the vested
Contractor ' s Equipment fo r th e purpose of the Wo rks , or
(c)
af
fect the Contractor 's responsi bilit
y to operate and maintain
Contractor' s Equ ipment.
If services are to be avai labl e for the Contractor to use, th e Specifi cation shou l d give details ,
including locations and prices .
S u b- Cl ause 4 .20
For th is Sub-Clause to apply, the Specifi catio n should describe each item wh ich the Em ployer will
provide and/or operate an d should specify al l necessary details . With some t
y pes of facilities,
further provisions may be necessar
y, in order to clarif
y aspects such as liabilit
y and insurance.
Su b-Clau se 4,22
Sec u rit
y of the S ite
If the Contractor is sharing occupation of the Sit e wit h others, it may not be appropriate for him to be
responsible for it s security. In the
s e ci rcumstances, the Employer's obligations should be spe
c ified.
Clause 5
Design
Su b-Clause 5. 1
The Contractor com mences by scrutinisi n g the Employer' s Req uirements , which may include an
Tenderers sho uld be advised of the extent to which the Employer' s outline desig n is a sugg estion
or a requirement .
Su b-Clause 5.2
Contractor's Documents
T
h e Employer's Requirements should specify the extent to which Contractor's Documents are
required , which of them are req uired for approval (not just rev
i ew) , an d the submission procedures.
For example , it may be appropri ate for the Employer' s Req uirements for a plant contract to specif
y
that the Contractor's Do
c uments shall include drawings showing how the Pla
nt is to be affixed and
any other information required for:
(a)
(b)
providing suita
b le access on the Sit e, for the Plant and any necessar
y equipment, to the
(c)
O.
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Different " review periods " may be specifi ed , taking account of the time . necessary to review the
different types of d rawing , and/or of the possibilit
y of s ubstantial submissions at particular stages
09 I
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Staf
f an d Labo u r
C l au s e 6
Su b -C lau se 6 . 5
Worki ng Ho u rs
if the Employer does not wish to specify working hours in the Appendix to Tender, or to restrict them
to the ti mes specifi ed by the Tenderer (in order to plan the Engin eer' s supervision, for example), this
Sub -Clause may be deleted .
Su b - C l ause 6 . 6
09
If the Em ployer witl make some accommodation available, his obligations to do so should be
specifi ed .
Sub-Clause 6.8
If the ruling language is not the same as the language for day to day communications (under Sub
Clause 1 .4) , or if for any other reason it is necessary to stipu late that the Contractor' s
superi ntending staf
f shall be fl uent in a part icular language, the following sentence may be added .
EXAMPLE
Examples for possib le provisions which could be added, in order to take account of the
circumstances an d local ity of the Site, are included in FI DIC's Cond itions of Contract for
Construction .
Cl ause 7
If the Contract is being fi nanced by an institutio n whose rules or policies require a restri ction on the
Al l Goods shall have their orig in in elig i ble sou rce countries as defi ned i n
FIDIC 1 999 except: exarap]e text beiv een lines may be copied
C l a u se 8
S u b-C lause 8.2
11
If the Works are to be taken-over in stages, these stages shoul d be defi ned as Sections , in the
App end ix to Tender.
S u b-C lau se 8 .7
De lay Damag es
Under many legal systems, the amount of these pre-defi ned damages must represent a reasonable
pre-estimate of the Employer's probable loss in the event of delay. If the Accepted Contract Amount
Incentives for early completion may be included in the tender documents (although Sub-Clause
! 3 . 2 refers to accelerated com p letion) :
EXAMPLE SU B-CLAUSE
Sectio ns are requ ired to be comp leted by the dates g iven in the
Appen dix to Tender in order that these Sections may be occupied and
used by the Employer in advance of the com pletio n of the whole of the
For the purposes of calcu lating bonus payments, the dates g iven in the
Ap pendix to Tender for completion of Sectio ns are fi xed . No adjustm ents
of the dates by reason of g ranting an extension of the Time for
Com pletion will be all owed .
Cl ause 9
S u b -Cl ause 9 . 1
Tests o n Co m pletio n
Co ntractor' s O b ligati o ns
The Employer 's Requirements should describe the tests which th e Contractor is to carry out before
being entitled to a Taking-Over Certifi cate. it may also be appropriate for the Contractor's Proposal
to include detail ed arrangements , instru mentation, etc. If the Works are to be tested and taken-over
in stages, the tests requirements may have to take account of the effect of some part s of the Works
being incomplete .
He thus become
s responsible for disposing of it, and entitled to retain the proceeds from selli ng it . If
the product is to be retained by the Contractor, the Sub-Clause should be amended accordingly.
RDIC 1 999 except: example text between lines may be copied
11
0E
if the reduction referred to in the fi nal paragraph, based on the extent of the failure, is to be defi ned
in the Particular Cond itio ns or in the Employer' s Requirements , minimum acceptable performance
O
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C lau se 1 0
Su b-C l au se 1 0. 1
If the Works are to be taken -over in stages , these stages should to be defi ned as Sections, i n the
Appendix to Tender. Precise geog raphical defi nitions are advisable, and the Appendix should
include a table , so as to defi ne the aspects relating to the Retention Mo ney releases, Time for
Co m pletion and delay damages : the table is shown in the examp le Ap pend ix.
09
O
LI.
C l ause 1 1
S u b-Cl ause 1 1 . 1 0
The Employer' s Requ irements should describe th e tests he req uires, after taking-over, to veri fy that
formance req uirements. For som e types of Works , these Tests may b e the
the Works fulfi l his per
most dif
i cult to specify well, althoug h they are cri tical to a successful outcome. It may be
f
appropriate for the Contractor' s Proposal to include detailed arrangements, and/or to defi ne any
instrumentation req uired, in addition to that incl uded in the Plant.
With many t
y pes of Works , it may be essential to defi ne the physical in puts, and/or for ten derers
to prescribe (in a Schedu le of Guarantees , probably) the performance criteria which their Plant will
achieve.
T e provisions in the General Cond itions are based upon the Tests after Completion being carded
h
out by the Employer and h is operating personnel , with guidance from the Contractor' s staff . If other
arrangements are envisaged, they should be specifi ed in the Employer's Requirements, and the
Sub-Clause shoul d be amen ded according ly. For example, the provisio ns in FI DIC ' s Cond itions of
Contract for EPC/Turnkey Projects are based upon these Tests being carried ou
t by the Contractor,
with the Emp loyer provid ing consumables , personnel and power.
Su b-C lause 1 2. 4
If the fi rst part of this Sub - Clause is to apply, the method of calculating the non-per
formance damages
(based on the ex
tent of the failure) shou ld be defi ned in the Particular C
o nditions or in the Employer' s
C lause 1 3
Variations ca
n be initiated by any of three ways :
12
(a)
the En gineer may instruct the variation un der Sub- Clause 1 3 . 1 , without p rior ag reement as
o)
the Contractor may i n it iate h is own proposals un der Sub -Clause 1 3 . 2 , which are intended to
(c)
the Engin eer may req uest a proposal under Su b- Clause 1 3 . 3 , seeking prior agreement so as
to minimise dispute.
to feasibility or price;
Su b -C lause 1 3. 5
P rovision al Su ms
Altho ug h generally i napp ropriate for this type of contract, a Provisional Su m may be requ ired for
parts of the Works which are not required to be priced at the risk of th e Contractor. For exam ple ,
a Provisional Sum may be necessary to cover goods which the Em p loyer wants to select, or to deal
with a major uncertainty regard ing sub-sur
face cond itions . It is essential to defi ne the scope of eac h
Provis ional Sum (in a Schedule , probably) , since the defi ned scope will then be excluded fro m th e
other el ements d the Accepted Contract Amount. If a Provisional Su m is li kely to be valued u nder
Sub -C lause 1 3. 5(b) , th e percentage shou ld be quoted by tenderers in the Appendix to Tender.
Su b -Clause 1 3. 8
These provisions for adjustments may be req uired if it wou ld be u nreasonabl e for the Contractor to
bear the risk of escalating costs due to infl ation . Un less th is S ub-Clause is not to apply, the
Append ix to Tender shou ld include a table for each of the currencies of paymer t : th e appropriate
table is shown in the exam ple Appendix. Particular care should be taken in the calculation of the
weig htings/coefficients ("a" , " b " , " c" , . . . . th e total of which m ust not exceed unity) , and in the
selection and verifi cation of cost ind ices . Exper
t advice may be appropriate . For a plant contract, it
may be preferab le to adopt formulae which are more d irectly related to the timing of the costs
i ncurred by manufacturers.
C l au s e 1 4
Sub- C l ause 1 4 . 1
When writing the Particular Conditions , co nsideration should be given to the amount and timing of
payment(s) to the Contractor. A positive cash fl ow is clearly of benefi t to th e Contractor, and
tendera
rs will take account of the interim payment procedures when preparing their tenders .
Normally, this t
y pe of contract is based on a lu mp su m price, with little or no remeasu rement. T
he
Contractor thus takes th e risk of changes in cost arising from his design . T
h e lum p sum price may
consist of two or more amounts, q uoted in the currencies of payment (which may, but need not,
in clud e the Local Currency) .
In ord er to value Variations , Tenders may be required to be accom panied by detailed price break
downs , including q uantities, u nit rates and other pricing information . This information can also be
useful for the assessment of interim payments. However, the information may not have been priced
competitively. Wh en the tende r documents are being prepared , the Em ployer m ust therefore d ecide
whether he wil! accept being bound by the tenderer' e breakdowns . I f not, he shou ld have ens ured
Additio nal Su b-Clauses may be required to cover. any exceptions to the options set Out in S ub
Clause 1 4 . 1 , and any oth er mat
t ers relating to payment .
If Su b-Clause 1 4. 1 (a) is not to apply, the method of determining the Contract Price should be defi ned
in addit ional Sub-Clauses , as envisaged in the last sentence of Sub -Clause 1 4. 1 . If paym ent for any
FI DIC 1 999 except: example text bet een lines may be copied
13
part of the Works is to be made on the basis of measurement, the part must be defi ned in the
Contract, and the following wording might be appropriate for one of the additional Sub-Clauses:
O
C
<
(a)
co
,9
(b)
Eng ineer. The Contractor shall , as and when requ ested , attend to
examine and ag ree the records with the Engineer, and shall s ig n the
same when ag reed . If the Contractor doe
s not attend to examine and
agree these records, they shal l be accepted as accurate .
If the Contractor examines and d isag rees the records , and/or does not
sign them as agreed, then the Co ntractor shall notify the Engineer of the
respects in which the records are asser
t ed to be inaccurate . After
receivin g th is notice , the Eng ineer shall review the records and either
confi rm or vary them . If the Contractor does not so notify the Eng ineer
within 1 4 days af
t er being requested to examine the records, th ey shall
be accepted as accurate.
If S ub-Clause 1 4. 1 (b) is not to ap ply, add itional Sub -Clause(s) should be ad ded .
EXAMPLE SU B-CLAUSE ON EXEMPTION FROM DUTIES
A
l l Goods imported by the Contractor into the Countr
y shall be exempt
fro m customs and oth er im por
t duties , if the Empl oyer' s prior wri tten
approval is obtain ed for import . T
h e Employer shall en do rse the
necessar
y exemption documents pre pared by th e Contracto r for
presentation in order to clear the Goods thro ugh C ustoms , an d shal l also
provide the following exemption docum ents:
to prepare)
If exem ption is not then granted, th e customs duties payable and paid
If not .exported, the Goods will be assessed for duties as applicable to the
Goods involve
d in accordance with the Laws of the Countr
y.
Goods wh ich are sim ilar to those local ly produced , u nless they are
not avai lable in suf
ficient quantities or are of a different standard to
(b)
Po r
t dues , quay dues and , except as set out above, any element of ta
x
or d uty inherent i n the price of goods or services shall be deemed to be
incl uded in the Accepted Contract Amount,
EXAM PLE SUB-CLAUSE ON EXEMPT]ON FROM TAXES
Expatriate (fqra
l gn) personnel shall not be liable for income ta
x levied in
the Countr
y o n earnings paid in any foreig n cu rrency, or for inco me ta
x
levied on subsistence, rentals an d similar ser
v ices directly furnished by
the Contractor to Contractor' s Personnel , or for allowances in lieu . If any
Contractor' s Personnel have par
t of their earnings paid in the Country in
a foreig n cu rrency, they may export (after the conclusion of thei r term of
When writing the Particular Condit ions, consideration should be g iven to the benefits of advance
payment(s) . Unless this Su b-Clause is not to apply, the total advance pay
m ent (and the number of
instalm ents if m ore than one) must be specified in the Ap pendix to Tender. The rate of deduction for
the repayments shou ld be checked to ensure that repayment is achieved before completion . T
he
ypical fi g ures in sub-paragraphs (a) arid (b) of the General Conditions Sub- Clause are based on the
t
l advance payment is le
s s than 2 2% of the Accepted Contract Amount.
assumption that the tota
T
h e acceptable form(s) of guarantee should be included in the tender docum ents , annexed to the
Par
t icula
r Conditions: an example form is annexed to this docu ment, as Ann ex E.
If th e Contractor is to provide major items of Plant, consideration should be gi
v en to th e benefi ts of
stage payments during manufacture. T
h e Employer may consider it advisable to have some form
of securit
y, since these payments would not relate to anythi ng in his possession. If the Contractor
is to be entitled to stage payments prior to shilS ment, the tender documents may include:
(a)
provisions in the Append ix to Tender li n k!ng the timing Of advance payment (under this Sub
Clause) to the stages of manufactu re;
(b)
in the Schedule of Payments or other docu ment to be used to determine th e contract value
under Sub -Clause 1 4 .3(a), a price for each of these stages (this wou ld req uire the addition
of provisions for securities) ; or
(c)
15
oc
S u b-Clau se 1 4.4
S ch edule of Payments
The Ge neral Co nditions contain provisions for interim paym ents to the Contracto r, which m ay be
based on a Schedule of Payments. If anoth er basis is to be used for determining interim valuations, ,
details should be added in the Particular Co n d itions . If payments are to be specified in a Schedu le
zz
LU O
of Payments, the "minimum amount of interim certifi cates" could be omitted from the Appendix to
Tender, and the Schedule of Payments could be in on e of the following forms:
(a)
an amount (or percentage of the estimated fi nal Contract Price) could be entered for each
month (or other period) during the Time for Completion, which can prove unreasonable if the
Contractor's progress differs signifi cantly from the expectation on which the Schedule was
based; or
(b)
(13
the Schedule cou l d be based on actual p rogress achieved in executing the Works, wh ich
necessitates c
a reful defi n ition of the payment m ilestones. Disagreem ents may arise when the
work required for a payment milestone is nearly achieved but the balance cannot be
13
LL
The figures inserted by the Tenderer in the Schedule of Payments may be compared with his tender
programme (if any), in order to assess whether they are reasonably consistent with each other.
Alternativel
y, if the Works consist of only a few different types of operations, a simple measurement
approach for interim valuations may be appropriate.
EXAMPLE SUB-CLAUSE FOR INTERIM VALUATION PROCEDURE
Contractor shall su bmit a bill of pri ncipal quantities of the Perman ent
Works (the " BPQPW") , together with any sup porting i nformation and
calculations reasonably required by the Engineer, T
h e B PQPW shall
Works , which shall have been priced usin g all-in rates such that the total
amount eq uals th e estimated final Contract Price. The BPQPW shall not
contain priced items for desig n or for Temporary Works. The value of
each element of th is work , an d of a
n y other work el ements not descri bed
in the BPQPW, shall each be incl uded in the rates fo r Perma
n ent Works
which are to be constructed after the element is carried ou
t.
h e BPQPW shall be subject to the ap proval of the Eng ineer, which may
T
reissued if it appears at any time before Taki ng- Over that it will not fully
represent the Permanent Works when com plete.
During the Time for Completion, the contract va
l ue for the purposes of
su b-parag raph (a) of Su b-Clause 1 4 . 3 shall not exceed the amount
calculated from th e current BPQPW, based on the quantities of
Permanent Works which have been constr
u cted in accordance wit h the
Co ntract . Each Statement shal l :
(a)
(b)
inciude a sig ned statem ent that its current BPQPW (including
anticipated fi nal quantities) and the as-constr
u cted q uantities are
all correct , and
16
(c)
Paym ent
EXAMPLE
Sub - C lause 1 4 .8
If the discou nt rate of the central bank in the country of the cu rrency of payment is not a reasonable
basis for assessing the Contractor's fi nancing costs, a new rate may have to be defi ned.
Alternatively, the actual fi nancing Costs could be paid, taking account of local fi nancing
arrang ements .
Payment of Retenti o n M o n ey
if part of the Retention Money is to be released and substituted by an appropri ate guara
n tee, an
additional Su b-Clause may be added . The acceptable form(s) of guarantee should be included in
th e tend er docu ments, an nexed to the Particular Co nd itions: a
n example form is n
a nexed to this
docu ment, as Annex R
EXAMPL
E SUB-CLAUSE FOR RELEASE OF EXEMPTION
When the Retention Money has reached three-fi fths (60 %) of th e l imit of
Retention Money stated in the Appendix to Tender, the Eng i neer shall
cer
t if
y and the Employer shall make payment of half (50%) of the limit of
Retention Money to the Contractor if he obtains a g uarantee, i n a form
and provided by a
n entity approved by the Employer, in amounts and
cur
rencies eq ual to the payment.
Clause 4 . 2 , and shall be retu rned to the Contractor accord ing ly. T
h is
rel ease of retention shall be in lieu of the release of the second half of the
If all payments a
re to be made in Loc
a l Currency, i t must be named in the Letter of Ta
n der, and only
17
,9
For major contracts i n some m arkets , there may be a need to secure fi nance from entities such as
aid agencies, developm ent banks , export credit agencies, or other international financing
institutions . If financing is to be procured from any of these sou rces , the Particular Cond itions may
need to incorporate it s special requireme nts . The exact wo rdi ng wi l l depend on the relevant
inst itution , so reference will need to be made to them to ascertain t heir req u irements , a
n d to seek
approval of the d raft tender documents.
Tile financing institution or ban k may wish th e Contract to include referen ces to th e fi na
n cing
arrangements, es pecially if funding from more than o ne source is to be arranged to finance diffe rent
elements of supp ly. It is not unusu al for the Par
t icular Cond it ions to include special provisions
id entifying d ifferent categories of Plant and specifyi ng th e docu ments to be presented to the
relevant financing institution to obtai n payment , if the financing institution ' s requirements are not
m et, it may be dif
i cult (or even impossi ble) to secure suitable fi nanci ng for the project , and/or the
f
institu
t ion may decline to provide fi nance for part or al of the Co ntract .
03
CC
annexed to this docu ment, as An nex G . Th e fol lowing Sub-Clause may be added .
EXAMPLE PROWStONS FOR CONTRACTOR FI NANCE
T
h e Employer shall obtain (at h is cost) a payment guara
ntee in the
amount and currencies , an d provided by an entit
y, as stated in the
Appendix to Tender. The Employer shall deliver th e guarantee to th e
Contractor within 28 days after both Par
t ies have entered into the
Contract Ag reement . T
h e g uarantee shall be in the form a
n nexed to
these Particular Co nditions , or in another form acceptable to the
Contractor. U nl ess an d unti l the Contractor receives the guarantee, the
Engineer shall not give th e notice under Sub- Clause 8. 1 .
The guarantee shall be retu rned to the Employer at the ea
r liest of the
fo llowing dates :
18
(a)
when the Contractor has been paid the Accepted Contract Amount;
(b)
(c)
when the Em ployer has performed all oblgafi ons under the Contract.
discharged ; or
Clause 1 5
Su b -Cl ause 1 5 . 2
Te rm i nati on by Em p l oye r
Term ination by Em pl oye r
Before inviting tenders, the Employer should verify that the wording of this Sub-Clause, and each
anticipated g ro und for termination, is consistent with the law govern ing the Contract
Su b -Cl ause 1 5. 5
U n less inconsistent with the requ irements of th e Employer and/or fi nancing institutions, a further
Inser
t at the end of Sub-Clause 1 6 . 5 :
The Em ployer shall also pay to the Contractor the amount of any other
loss or damage resulting from this termination .
Clause 1 6
S ub-Clause 1 6 .2
Before inviting tenders, the Employer should verify that the wording of this Sub-Clause is consistent
with the law governing the Contract. T
h e Contractor should verify that each anticipated ground for
termination is consistent with such law.
C l ause 1 7
Su b-C l ause 1 7,6
EXAMPLE
Add ition al S u b-C lause Use of Em p loyer' s Accomm odat ion/Fac i l iti es
If the Contractor is to occu py the Em ployer' s facilities temporarily, an additional sub-clause may be
added :
EXAMPLE SU B-CLAUSE
The Cont ractor s hal l take ful l res pon sib i lity for the care of the items
detai led below, from th e respective dates of use or o ccupation by the
If any loss or damage hap pens to any of the above items whi le the
Contracto r is responsible for their care, arising from any cause
whatsoever othe[" than those for which the Employer is liable, the
Contractor shall, at h is own cost, rectify the loss or damage to th e
satisfaction of th e Engineer.
19
I n s u ran c e
C l au s e 1 8
og
Z
The wording in the Gen eral Conditions describes the insu rances which are to be arranged by the
" insuring Party" , who is to be the Contractor unless otherwise stated in the Particu lar Conditions .
I nsu rances so provided by the Contractor are to be consistent with th e general terms agreed with
the Employer. Th e I nstructions to Ten derers may therefore require tenderers to provide details of the
proposed terms .
<F
zZ
wO
(D O
If the Employer is to arrange any of th e insurances under this Clause, the tender docu ments should
include details as a
n annex to the Particu lar Conditions (so that tenderers can estimate what other
insurances they wish to have for thei r own protection) , including the cond itio ns, limits , exceptions
and ded uctibles; preferab ly in the form of a copy of each pol icy. The Employer may fi nd it d if
i cult
f
to effect the insurances descri bed in the th ird paragraph of Sub -Clause 1 8 . 2 (for Contractor 's
Equipment, which includes Subcontractor's equipment) , because the Employer may not kn ow th e
amo u nt or value of these items of equipment. T
h e following sentence may be included in th e
Particular Conditions:
J
" !
EXAMPLE
I n surance for D es ig n
If the Erriployer requires the add itional protection of design insurance, an ad ditional sub -clause may
be added :
h e Contractor shall ef
T
fect professional indemnity insurance , wh ich shal l
cover the risk of professional n egl igence in the design of the Works. T
h is
insurance shall be for a l imit of not less than
this insurance .
Clause 1 9
Fo rce Maj e u re
Before inviting tenders, the Em ployer should verify that the word ing of this Clause is com patible with
C l a u se 20
S u b- Clause 20 .2
Unless the Eng i neer (alt houg h appointed by the Employer) is to make the pre-arbit ra
l decisi ons
under th is Clause 20 , in accordance with the alternative option described below, the Co ntract
shou l d include the provisions under Clause 20 wh ich , whilst not d iscouraging the Par
t ies from
reaching agreement on disputes as the works proceed, allow them to refer contentious matters to
an impar
t ial dispute adjud ication board (" DAB") .
2O
The adjudication procedure depends for its success on, amongst other -things, the Part ies '
confi dence in the agreed indMdual(s) who will serve on the DAB. Therefore, it is essential that
candidates for this posit ion are not imposed by either Party on the other Party; and that, if the
indMdual is selected under Sub-Clause 20 .3 , the sel ection is made by a whol ly im partial entity.
FIDIC is prepared to perform this role, if this authority has been delegated in accordance with the
example wording in the Appendix to Tend er.
I wc
J ( (.
I
Sub-Clause 20. 2 envisages appointment of th e DAB after a Party gives notice of its intention to
refer a dispute to a DAB. However, for cert ain types of project, part icularly those involving extensive
work on Sit e, where it would be appropriate for the DAB to visit the Site on a reg u lar basis , it may
be decided to retain the services of a permanent DAB . In th is case S ub -Clause 20 .2 an d 20. 4
together with the Appendix and Annex to the General Conditions, and the Dispute Adjudication
Agreement, should be amended to comply with corresponding wording contained in the FIDIC
Condit ions of Contract for Constru ction .
one person, who acts as the sole member of the DAB, having entered into a tripart ite
agreement with both Par ies ; or
(b)
a DAB of three persons, each of whom has entered into a tripart ite agreement with both
Par
t ies .
Before the Contract is entered i nto, consideration should be given as to whether a one- person or
three-person DAB is preferable for a part icular project, taking account of its size, duration and the
fi elds of exper
t ise which will be i nvolved .
T
h e appointment of the DAB may be facilitated by including an agreed list of potentia
l members in
th e Contract : in a Schedule .
the Engineer's traditional role in common law countries, may be appropriate i f the Engineer is an
independent professional consulting engineer with the experience and resources required for the
administration of all aspects of th e contract . The Employer should recognise that, although the
Engineer generally acts for the Employer as specifi ed in Sub-Clause 3. 1 (a), the Engineer will make
these pre-arbitra
l decisions impartially and the Employer must not prejudice this impart ialit
y. If this
alternative is cons idered ap propriate, the Su b-Clause may be varied :
and then delete the second parag raph of such substituted S u b-Clause
20 .4 and inser
t the following paragraph :
21
that the Empioyer intends to replace the Engineer, the Employer's notice
u nde r Sub - Clau se 3 . 4 shal l i ncl ud e d etai l e d p ro p os als for th e
co
LU C
ZZ
w O
S u b -Clau se 20 .5
The provisions of this Sub-Clause are intended to encourage the parties to settle a dispute
amicably, without the need for arbit ration: for example, by direct negotiation, conciliation, mediation,
or other forms of alternative dispute resolution. Amicable settlement procedures oft en depend , for
their success , on confidentiality and on both Parties' acceptance of th e procedure. T
h erefore ,
neither Party should seek to impose the procedure on the other Party.
S ub - C l ause 20.6
c
o
Arbitratio n
The Contract should include provisions for the resolution by international arbitration of any disputes
which are not resolved amicably. I n international construction contracts , international commercial
arbit ration has numerous advantages over litigation in national cour
t s , and may be more acceptable
to th e Par
t ies .
Careful consideration shou ld be g iven to ensuring that the international arbitration rules chosen are
compatible with the provisions of Clause 20 and with the other elements to be set out in the
Appendix to Tender. The Rules of Arbitration of the Internationa
l Chamber of Commerce (the "ICC" ,
which is based at 38 Cours Alber
t ! er, 75008 Pads , France) are f
requently included in i nternational
contracts. I n the absence of specifi c stipulations as to the num ber of arbit rators and the p lace of
arbit ration, the International Court of Arbit ration of the ICC will decide on the number of arbitrators
(t
ypically three in any substantial construction dispute) and on the place of arbitration.
If the UNCITRAL (or other non-IOC) arbit ration rules are preferred, it may be necessary to designate,
u nless the institution is na:med (and their role specifi ed) in the arbitration rules. It may also be
For major projects tendered internationally, it is desirable that the place of arbitration be situated in
a country other than that of the Employer or Contractor. T
h is countr
y should have a modern and
liberal arbitration l aw a
n d should have rati
i ed a bilateral or m u ltilateral conventio n (such as the 1 958
f
wou ld facilitate the enforcement of an arbit ral award in the states of the Par
t ies .
It may be considered desirable in some cases for other Parties to be joined into n
ay arbitratio n
between the Par
t ies , thereby creating a mult i-party arbitration . While this may b e feasib le, mult i
party arbitration clauses require skilful drafting , and usually need to be prepared on a case-by-case
basis . No satisfactory sta
n dard form of multi-party arbitration clause for international use has yet
been developed .
22
An nexes
FO R M S O F S EC U R ITI ES
Acceptable form(s) of security should be incl ud ed in th e tender docu ments : for Annex A and!or B ,
aDtC 1 9
23
A n n ex A
co
z
d O
LU [3
zZ
O3
0C
o
LL
If the Contractor fails to so perform his obligations and liabilities and comply with the Contract , we
will indemnify the Employer against an d from all damages, losses and expenses (includ ing legal fees
and expenses) which arise from any such failure for which the Contractor is liable to the Employer
under the Contract .
This guarantee shall come into full force and effect when the Contract comes into full force and
ef
fect . If the Contract does not come into fu ll force and ef
fect within a year of the date of this
g uarantee, or if you demonstrate that you do not intend to enter into the Contract with the
Contractor, this guara
n tee shall be void n
a d ineffective. This guarantee s hall continue in full force
and ef
fect until all the Contractor' s obligations and l iabi lities u nder the Contract have been
discharged , when th is guarantee shall expire and shall be returned to us, and our liability hereu nder
shall be discharged absol utely.
This g ua 'antee shal l ap ply and be s upplemental to the Contract as amended or varied by the
Em ployer and th e Contractor from time to time . We h ereby authorise them to ag ree any such
amendment or variatio n , th e due per
formance of which an d com pliance with which by th e
Contractor are likewise g uaranteed h ereu n der. Ou r o b ligations and l iabil ities u nder this g uarantee
shall not be d ischarged by any al lowan ce of time or qther i ndulgence whatsoever by th e
Employer to the Contractor, or by any variation or suspension of the works to be executed under
the Contract, or by any amend m ents to the Contract or to the constitutio n of the Co ntracto r o r
the Employer, or by any other matters , whether with or without o ur knowled ge or cons ent .
accordance with such Ru les. We co nfi rm that the ben efit of this g uara
n tee may be assigned su bject
only to the provisions for assignment of the Contract.
Date
24
FIDIC 1 999
Signature(s)
An nex B
EXAM P LE FO R M O F TE N D E R S EC U RITY
[See page 4]
(the "conditions of invitation" , which are set cut in a document entitled Instructions to Ta
nderers)
req ui re his of
fer to be su pported by a tender secu rity.
(c)
(d)
the Princi pal has , without your agreement, withdrawn his offer aft er the latest time specifi ed
you awarded the Contract to the Pri ncipal an d he has failed to comply with sub-clause 1 .6
you awarded the Contract to the Principal and he has failed to comply with sub-clause 4 .2
Any demand for payment must contain your signature(s) which must be authenticated by your
bankers or by a notary public. The authenticated demand and statement m ust be received by us
at this of
i ce on or before (the date 35 days after the expiry of the validity of the Letter of Tender)
f
, when this g uarantee shall expire and shall be return ed to us .
FIOIC I
Sig nature(s)
25
An n ex C
.. .
..
. . .. . .. .
...
O9
QC
(a)
that the Pri ncipal is in breach of his obligation(s) under the Contract, and
(a)
(Following the receipt by us of an authenticated copy of the taking-over certifi cate for the whole of
the works under clause 1 0 of the conditions of t he Contract, such g uaranteed amount shal l be
red uced by .... % and we shall promptly notify you that we have received such certifi cate and
Any demand for payment must contain your [minister's/directors'] (1 ) signature(s) which must be
authenticated by your bankers or by a notar
y public. The authenticated demand and statement
must be received by us at this of
f ice on or before {the date 70 days after the expected expiry of the
Defects Notification Period for the Works)
(the "expiry date") , when this
g uarantee shall expire and shall be returned to us .
We have b een inform ed that the Benefi ciary may requ ire the Principal to extend this g uarantee if the
performance cert ifi cate under the Contract has not been issued by the date 28 days prior to such
expir
y date. We undert ake to pay you such guaranteed amount upon receipt by us, wi t hin such
period of 28 days, of you r demand in writing and you r writ
t en statement that the perfo rmance
certifi cate has not been issued , for reasons attri bu
t able to the Principal , and that this guarantee has
not been extended .
This g uarantee shall be governed by the laws of ...... ........ . and shall be subject to the
Uniform Rules for Demand Guarantees, p u bl ished as nu m ber 458 by the International Chamber of
Co m merce , except as stated above.
Date
Signature(s)
.. . . .. ...
. .......... . ......... . . . .. .. .. .
( ) When writing the tender documents, the writer should ascertain whether to include the optional text,
shown in parentheses [ ]
26
RDIO 1 999
Ann ex D
C
LU G
. ..... . . ... . .. ..
. ..
... . . . . ........
... .
. . . . ... . . . .. . . ... .
. .. .. .
.
. ..
(together with Successors and assigns, all as defi ned in the Contract as the Employer).
By this Bond, (name and address of contractor)
(who is the contractor under such Contract) as Principal and (name and address of guarantor)
as Guarantor are i rrevocably held and fi rmly boun d
the events a
n d circumsta
n ces listed in sub-clause 1 5.2 of the conditions of the Conti'act, the Guara
n tor
shall satisfy a
n d discha
rge the damages sustained by the Benefi ciary due to such Default, event or
circumstances,12) However, the total liability of the Guara
n tor shall not exceed the Bond Amount .
The obligations and liabilities of the Guarantor shall not be discharged by any allowance of time or
other indulgence whatsoever by the Beneficiar
y to the Principal, or by any variation or suspension
of th e works to be executed u n der the Contract, or by any amendments to the Co ntract or to the
h e benefit of this Bond may be assigned subject to the provisions for assignm ent of the Contract,
T
a
n d subject to the receipt by the Guarantor of evidence of full compliance with such provisions.
Wherefore this Bond has bee n issued by th e Principal and the Guarantor on (da te)
(2) Inser
t: [and shall not be entitled to per
form the Principal ' s obligations under the Contract.]
Or:
[or at the option of the Gua
rantor (to be exercised in writing within 42 days of receMng the claim
specifying such Default) perform the Principa
l ' s obligations under the Contract.]
elc 1999
27
Z2
UC
L
C C
An n ex E
co
E I
o
LL
hereby irrevocably
undertake to pay you, .the Benefi ciary/Employer, any sum or sums not exceeding in total the
amount of
receipt by us of you r demand in writing and your written statem ent stating :
" (a)
(b)
) upon
that th e Principal has failed to repay the advan ce payment in accordance with the
Trois g uarantee shall beco me effective u pon receipt [of the fi rst instalment] of the advance payment
by the Principal . Such guaranteed amount shall be reduced by the a
m o unts of the advance
payment repaid to you, as evid enced by your notices issued under sub -clause 1 4 .6 of the
conditions of the Contract. Following receipt (from the Pri ncipal] of a copy of each purported notice,
we shal l prom ptly notify you of the revised g uaranteed amount accordingly.
Any demand for payment must contain your signature(s) which must be authenticated by your
bankers or by a notary public. The authenticated demand an d statement m ust be received by us
at this of
i ce on or before (the date 70 days after the expected expiry of the Time for Completion)
f
. ... .. . . . ..
(the "expir
y date"), when th is g uarantee shall exp i re and shal l be returned to us.
advance payment has not been repaid by the date 28 days prior to- such expir
y date. We undertake
to pay you such g uaranteed amount upon receipt by us , within such period of 28 days, of you r
deman d in writing and your writ
t en statem ent that th e advance payment has not been repaid and
that this g uarantee has not been extended .
This guarantee shall be governed by the laws of
Uniform Rules for Demand Guarantees, published as num ber 458 by the international Cha
m ber of
Commerce, except as stated above.
Date
28
RDIO 1 999
Sig nature(e)
EXAM P LE FO R M O F R ETENTI O N M O N EY
An n ex F
G UARANTEE
[See comments on Sub-Clause 1 4. 9]
. . . . .. . .... .. . . .... .
. . . .. .
. ..
contractor under s uch Contract and wishes to receive early payment of [part oil the retention
money, for which the Contract requires him to obtain a guarantee.
) upon
(a)
(b)
At any time, our liability under this guarantee shall not exceed the total amount of retention money
released to the Principal by you, as evidenced by your notices issued under sub-clause 1 4.6 of the
cond it ions of the Contract with a copy being passed to us .
Any demand for payment must contain your signature(s) , which must be authenticated by your
ba
n kers or by a notar
y public. The authenticated dema
n d and statement must be received by us
at this offi ce on or before (the date 70 days after the expected expiry of the Defects Notification Period
for the Works)
, (the "expir
y date"), when this guarant#e shall expire and shall
be return ed to us.
We have been informed that the Benefi ciary may require the Principal to extend th is g uarantee if the
performance cert ifi cate under the Contract has not been issued by the date 28 days prior to such
expir
y date. We undertake to pay you such guaranteed amount upon receipt by us, within such
period of 28 days, of your demand in writing a
n d your written statement that the performance
certifi cate has not been issued, for reasons att ributable to the Principal, a
n d that this gua
ra
n tee has
not been extended .
T
h is guara
ntee shall be governed by the laws of ..... . . . ... .
Uniform Rules for Demand Guarantees, published as number 458 by the International Chamber of
Comm erce , except as stated above.
Date
Fcc 1 9
Sig nature(s)
29
An n ex G
E M P LOY E R
[See page 1 7: Contractor Finance]
03
At the req uest of the Prin cipal , we (name of bank) . . . .... ...... .. . . .. hereby irrevocably
u nde rtake to pay you , the Benefi ciar
y/Contractor, any sum or sums not exceeding in total the
LI
(a)
that, in respect of a payment du e under the Contract, the Principal has failed to make
payment in full by the date four
t een days af
t er the expir
y of the peri od specifi ed in the
Contract as that within which such payment should have been made, and
(b)
Any demand for paym ent must be accompan ied by a copy of [list of documents evidencing
entitlement to payment]
, in respect of which the Principal has fail ed to make
payment in full.
Any demand for payment must contain your signature(s) which must be authenticated by your
bankers or by a notar
y public . The authenticated demand and statem ent must be received by us
at th is of
i ce on or before (the date six months af
f
ter the expected expiry of the Defe
c ts Notification
Period for the Works)
, when this guarantee shall expire and shall be returned
to u s .
Date
30
PqDIC 1 999
. . . ...
Sig nature(s)
GENER, L coNDITIONS
GUI DAN C E FO R TH E
P R EPARATI O N O F
PARTI CU LAR CO N D IT IO NS
Co nd itions of Contract
FO RM S O F LE'FI'E R O F
TE N D ER, CO NTRACT
AG R E E M E NT AN D
INTERNATIONAL FEDER
ATION OF CONSULT
I NG ENGINEERS
FI DIC
t"
1
k,
I
L ETTE R O F TE N D E R
NAM E O F CONTRACT:
TO :
We have examined th e Conditions of Contract , Em ployer' s Req u irements , Schedules , the attached
errors or other defects. We accordingly offer to design , . execute and complete the Works and
remedy any defects therein, in conformity with this Tender which includes all these documents and
We accept your suggestions for the appointment of the DAB, as set out in Schedule
[We have completed the Schedule by adding our suggestions for the other Member of the
If this offer is accepted, we will provide the specified Performance Security, commence the Works
as soon as is reasonably practicable aft er the Commencement Date, and complete the Wor
ks in
Unless and until a formal Agreement is prepared and executed this Letter of Tender, together with
your writ
t en acceptance thereof, shall constitute a binding contract between us.
We understand that you are not bound to accept the lowest or any tender you may receiv e.
Signatu re _
i n the capacity of
Date:
* If the Tenderer does not accept, this paragraph may be deleted and replaced by:
We do not accept your suggestions for the appointment of th e DAB. We have included our
suggestions in the Schedule, but these suggestions are not conditions of this offer. If these
sugge
s tions are not acceptable to you, we propose that the DAB be jointly appointed in
accordance with Sub-Clause 20 . 2 of the Cond itions of Contract
- -7
co
z
Ap pend ix to Te nder
I
i
[ Note: with the exception of the it ems for which the Employer's requirements have been insert ed ,
the following information must be com pleted before the Tender is su bmitted ]
rD O I
LU
Item
Sub-Clause
Entry
1 . 1 ,2 ,2 & 1 . 3
1 . 1 . 2 . 3 & 1 .3
1 . 1 .2,4 & 1 .3
1 . 1 ,3 .3 . . . . .
days
1 , 1 .3.7 . . . . .
3 65 days
1 .3 . . . . . . . .
Governi ng Law . . . . . . . . . . . . . . . . .
1 .4 . . . . . . . .
Ruling , language . . . . . . . . . . . . . . . . .
1 .4 . . . . . . . .
1 .4 . . . . . . . .
2. 1 . . . . . . . .
4,2 . . . . . . . .
Z
<
Amo unt,
in
the
cu rre ncies
an d
5.1 . . . . . . . .
6.5 . . . . . . . .
8 . 7 & 1 4 . 1 5 (b)
8.7 . . . . . . . .
. % of the f
i nal Contract Price
1 3 . 5(b) . . . . .
Provisional Sums . . . . . . . . . . . . . . .
_ days
Coef
ficient ;
scope of in dex
a= 0 . 1 0
Fixed
b=
Labour
1 3.8 . . . . . . .
Country of orig in ;
currency of i ndex
Source of index ;
Title/defi nition
(currency)
d=
e=
* These values and dates confi rm the defi nition of each Index, but do not defi ne Base Date i nd ices
1 4.2 . . . . . . .
. % of the Accepted Co
ntract
1 4.2
Currencies an d proportions . . . . . . . .
1 4.2 . . . . . . .
. % in
1 4. 2 (a) . . . . .
wh en payments are
%
of the Accepted Contract Amount
_ % in
Repayment amor
t isation of advance
payment . . . . . . . . . . . . . . . . . . . . . . .
1 4 . 2(b) . . . . .
m %
Percentage of retention . . . . . . . . . . .
1 4.3 . . . . . . .
_ %
1 4.3 . . . . . . .
1 4 . 5 (b) . . . . .
[list]
[list]
1 4 . 5(c) . . . . .
ist]
p st]
1 4.6 .
Currency/currencies of pay
m ent . . . .
1 4. 1 5 . . . . . .
. as named in
Letter of Tender
n t
6'3
Currencies of payment . . . . . . . . . .
<F
m
zZ
LU O
Currency Unit
Lo cal :
Fo reig n :
LU
Z
<
1 4. 1 5
Rate of exchange: n umber
of Local per un it of Foreign
)nam e]
[name]
[name]
1 ,000
1 8. 1 . . . . . . .
1 8, 1 . . . . . . .
days
days
1 8 . 2 (d) . . . . .
insurance . . . . . . . . . . . . . . . . . . . . . .
1 8,3 . . . . . . .
20 . 2 . . . . . . .
. . . . . . . . . . . . . . .
Either:
Or:
One so le Member/e
djudicator
A DAB of three Members
20, 3 . . . . . . .
Description
(Sub-Clause l , I ,5 .6)
VaLe: percentage* of
Accepted Cor ct Amount
Delay Damages
(Sub-Clause 8 . 7)
*T
h ese percentages shall a
l so be applied to each half of the Retention Money under Sub-Clause 1 4.9
[ In the above Appendix, the text shown in italics is intended to assist the drafter of a particular
contract by providing guidance on which provisions are relevan t to the par
ticular contract. This
italicised text should not be included in the tender documents, as it will generally appear
inappropriate to tenderers. ]
CO NTRACT AG R EE M E NT
_c
J(
day of
of
and
of
1g
(hereinaf
t er cal led "the Emp loyer") of th e one par
t,
(hereinafter cal l ed the Contractor") of the other
part
2.
The fol lowing docu ments shatl be deemed to form and be read and construed as part of this
Ag reement:
(a)
(b)
(c)
h e Addenda nos
T
(d)
(e)
h e Employer's Requirements
T
(f)
{g)
3.
4.
S IG N ED by:
of
of
Witness:
"Witness :
Name :
Name :
Address :
Addre
s s:
Date:
Date:
v
dO
<F
Whereas th e Employer and the Contractor have entered into the Contract and desire jointly to
appoint the Member to act as sole adjudicator who is also called the DAB" to adjudicate a dispute
which has arisen in relation to
Th e conditions of this Disp ute Adjudication Ag reement comprise the " General Conditions of
Dispute Adjud ication Agreement" , which is appended to the General Conditions of the
" Conditions of Contract for Plant and Desig n - Build " First Edition 1 999 published by th e
F6d6ration Internationale des In g6n ieurs- Conseils (FI DIC) , and the following provisions . I n
these provisions , which include amendments and additions to the General Conditions of
Dispute Adjudication Agreement, words and expressions shall have the same meanings as
are assigned to them in the General Conditions of D ispu
t e Adjudication Agreement.
.
any.]
3.
I n accord ance with Clause 6 of the General Cond itions of Dispute Adjudicatio n Agreement,
th e Member shall be paid a dai ly fee of
per day.
4.
In consideratio n of these fees and oth er payments to be made by the Employer and the
Contractor in accordance with Clause 6 of the General Cond it ions of Dispu
t e Adjudication
Agreement , the Member undertakes to act as th e DAB (as adjudicator) in accordance with
this Dis pute Adjudication Ag reement.
5,
The Employer and the Contractor jointly and severally u ndertake to pay the Member, in
cons ideratio n of the carrying out of these services, in accordance with Clause 6 of the
General Con d it ions of Dispute Adjudication Agreement.
6.
SI G NED by:
SIGN ED by:
SI G N ED by:
Witness:
Name:
Add ress:
Date:
Witness:
Name:
Address:
Date:
Witness
Name:
Address:
Date:
Na
m e and address of Employer
Na
me a
n d address of Member
Wh ereas th e Emp loyer an d the Contractor have entered into the Contract and desire jointly to
appoint the Member to act as one of the three persons who are jointly called the DAB" [and desire
the Member to act as chairman of the DAB] to adjudicate a d ispute which has arisen in relation to
The conditions of this Dispute Adjudicati on Agreement com prise the " General Condit ions of
Dispute Adjudication Ag reement" , which is ap pended to the General Conditions of th e
" Cond itions of Contract for Plant and Desig n - B uild " First Ed itio n 1 999 pu blished by th e
F6d6ration Internationale des lngenieurs- Oonsei l s (FI DIC) , and the following provisions . In
these provisio ns, which include amend ments and additions to the Gen eral Conditions of
Dispute Adjudication Agreement, words and express ions shall have the same meanings as
are assig ned to them in the General Conditions of Dispute Adjudication Agreement.
2.
3,
per day.
In consideration of these fees and other payments to be made by the Em ployer and the
Contractor in accordance with Clause 6 of the General Con ditions of Dis pute Adjud ication
Agreem ent , the Member u ndertakes to serve, as descri bed in th is Dispute Adjudication
Agreement , as one of the three persons who are jointly to act as the DAB .
5,
T e Employer and the Contractor jointly and severally un dertake to pay the Mem ber, in
h
consideration of the carrying ou
t of these services , in accordance with Clause 6 of the
General Conditions of Dispu
t e Adjudication Agreement.
6.
SIG N ED by:
S IGNED by:
for a
n d on behalf of the Employer
in the presa
n ce of
Witness :
N ame:
Address:
Date :
Witness:
Name:
Addre
ss :
Date:
Witness
Name:
Address:
Date:
>+ 4
,
i ,
! -
Telepho ne :
++ 4 1 2 1 654 44 ! 1
Fax :
++ 4 1 2 1 653 54 32
E- mail :
if d ic@po box. co m
http:Hwww,fi d ic . org
WWW: