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Federation lnternationale des Ingenieurs-Conseils

International Federation of Consulting Engineers


lnternationale Vereinigung Beratender lngenieure
Federacion lnternacional de lngenieros Consultores

Conditions of contract
Plant and Desig
FOR ELECTRICAL AND MECHANICAL PLANT, AND
FOR BUILDING AND ENGINEERING WORKS, DESIGNED

GENERAL CONDITIONS
GUIDANCE FOR THE PREPARATION
FORMS OF LElTER OF TENDER, C

LAR CONDITIONS

FIDIC is the French acronym for the International

@
\-

Engineers.

ations of consulting
federation were to
member associations and to
of its component national

engineers within Europe. The objec


disseminate information of interest
associations.
oday FlDlC membership num
globe and the federation
engineers in the world.

associations an

r 'on of Consulting

60 countries from all parts of the


te practice consulting

he furtherance of its
I and professional standards; exchange of
ern among member
of the international financial institutions; and
ineering industry in developing countries.
de proceedings of various conferences and seminars,
owners and international
, standard pre-qualification forms, contract documents and
ments. They are available from the secretariat in Switzerland.

Published by

may be reproduced
or transmitted in any form
or by any means without
permission of the publisher.

Federation lnternationale des Ingenieurs-Conseils (FIDIC)


P.O. Box 86
CH-1000 Lausanne 12
Switzerland
Phone
+41 21 654 44 11
FaX
+41 21 653 54 32
E-mail
fidic@pobox.com
www
htt p://www.f idic.org
Q ROlC 1999

- - ..

-_

_.

GENERAL CONDITIONS

Conditions of Contract
for PLANT and Design-Build

CONTRACT
ENT AND

FOR ELECTRICAL AND MECHANICAL WORKS


AND FOR BUILDING AND ENGINEERING
WORKS DESIGNED BY THE CONTRACTOR

REEMENT

First Edition 1999


ISBN 2-88432-023-7

FEDERATION INTERNATIONALE DES INGENIEURS-CONSEILS


INTERNATIONAL FEDERATION OF CONSULTING ENGINEERS
INTERNATIONALE VEREINIGUNG BERATENDER INGENIEURE
FEDERACION INTERNACIONAL DE INGENIEROS CONSOLTORES

A
m
i

w
F'D'C

ACKNOWLEDGEMENTS
n

Federation lnternationale des Ingknieurs-Conseils (F


thanks to the following members of its Update Task Gro
(Group Leader), SWECO-VBB, Sweden; Pe
GlBB Ltd, UK; Hermann Bayerlein, Fichtner, G
(Legal Adviser), White & Case, France; a
Argentina.

The preparation was carried out und

I direction of the FlDlC


r, Germany; together with K

below. Their comments


considered appropriate,
Clifford Chance, Ne
Breege, Lahmeyer

wording of the clauses. MushtaqAhmad,

s G Borthwick, SwedPower, Sweden; Manfred


rmany; Pablo Bueno, 'PIPSA, Spain; Nael G
nd; lan Fraser, Beca Carter Hollings & Ferner, New
University, UK; Dan W Graham, Bristows Cooke &
s, Grifiths & Armour, UK; Geoffrey F Hawker, Consulting
nberger, VDMA, Germany; Poul E Hvilsted, Elsamprojekt,
Whitman Breed Abbott & Morgan, UK; Tonny Jensen
anagement Committee), Cowl, Denmark: Philip Look &

e Mawer, UK; David R Wightman & Gerlando Butera, Nabarro


of Japanese Consulting Engineers; the Construction

the International Bar Association; the Asian


ean that such persons or organizations approve the wording of all clauses.

FlDlC wishes to record its appreciation of the time and effort devoted by all the above.

The ultimate decision on the form and content of the document rests with FlDlC

6 FlDlC 1999

FOREWORD
The Federation lnternationale des Ingenieurs-Conseils (FIDIC) p
Editions of four new standard forms of contract:
Conditions of Contract for Construction,
which are recommended for building or en
for this type of contract, the Contract0
elements of Contractor-designed
construction works.
Conditions of Contract for Plant and D
which are recommended for the

rks in accordance
nical, electrical and/or

trical and/or mechanical plant,

usual arrangements fo
provides, in accordan
nation of civil, mechanical, electrical
andlor construction

rovision on a turnkey basis of a process or


here (i) a higher degree of certainty of final price and

ment and Construction (EPC): providing a fully-equipped


operation (at the "turn of the key").
ontract,
for building or engineering works of relatively small
on the type of work and the circumstances, this form
contracts of greater value, particularly for relatively
imple or repetitive work or work of short duration. Under the usual
for this type of contract, the Contractor constructs the works in
accordance with a design provided by the Employer or by his representative (if
any), but 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 invited on an
international basis. Modifications may be required in some jurisdictions, particularly if
the Conditions are to be used on domestic contracts. FlDlC considers the official and
authentic texts to be the versions in the English language.
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
Q FlDlC 1909

circumstances relevant to the particular contract. The sub-clauses which were


considered to be applicable to many (but not all) contracts have been included in the
General Conditions, in order to facilitate their incorporation into ea
The General Conditions and the Particular Conditions w
Conditions of Contract governing the rights and obligation
take account of those sub-clauses in the General
Particular Conditions.

For this publication, the General Conditions were


(i)

interim payments, in respect of the I


work proceeds, and will typically
schedule;

(ii)

if the wording in the General C


it is so descriptive that

tract Price, will be made as


instalments specified in a

sitates further data, then (unless


ence to this data being contained in

ely to be applicable for different contracts, the

it more convenient if any provisions which they did not


uld simply be deleted or not invoked, than if additional
written (in the Particular Conditions) because the General
did not cover their requirements; or

in other cases, where the application of (a) was thought to be


contains the provisions which were
nsidered applicable to most contracts.
le, Sub-clause 14.2 [Advance Payment] is included for convenience, not
advance payments. This Sub-clause
es inapplicable (even if it is not deleted) if it is disregarded by not specifying the
be noted that some of the provisions
be appropriate for an apparently-typical
ontract.
Further information on these aspects, example wording for other arrangements, and
other explanatory material and example wording to assist in the preparation of the
Particular Conditions and the other tender documents, are included within this
publication as Guidance for the Preparation of the Particular Conditions. Before
incorporating any example wording, it must be checked to ensure that it is wholly
suitable for the particular circumstances; if not, it must be amended.
Where example wording is amended, and in all cases where other amendments or
additions are made, care must be taken to ensure that no ambiguity is created, either
with the General Conditions or between the clauses in the Particular Conditions. It is
0 FlUlC 1999

essential that all these drafting tasks, and the entire preparation of the tender
documents, are entrusted to personnel with the relevant expertise, including the
contractual, technical and procurement aspects.
This publication concludes with example forms for the Letter
to Tender (providing a checklist of the sub-clauses which
Agreement, and alternatives for the Dispute Adjudicati
Adjudication Agreement provides text for the agr
Contractor and the person appointed to act either
of a three-person dispute adjudication board; and
terms in the Appendix to the General Conditions.
FlDlC intends to publish a guide to the
Construction, for Plant and Design-Build,
relevant FlDlC publication is "Tendering P
approach to the selection of tenderers a
In order to clarify the sequence of
charts on the next two pages
numbers are also stated in t
taken into consideration in the
1.1.3.1 &
1.1.3.2 &

itions of Contract for


key Projects. Another
presents a systematic
g and evaluation of tenders.
s, reference may be made to the
s listed below (some Sub-clause
are illustrative and must not be
of the Conditions of Contract.

13.7
8.1

ment Certificate
e for Completion (as extended under 8.4)

&
&

8 FlDlC 1099

ing-Over Certificate
Tests after Completion (if any)
Defects Notification Period (as extended under 11.3)
11.9
Performance Certificate
14.13 Final Payment Certificate

Issue of the Submission Issue of the


Tender
of the
Letter of
Documents Tender
Acceptance

Base
Date

Defects
Notification
Period3

8.2 Time for


Completion I

n
-r

<

28d

11.9 Issue of
Performance
Certificate

8.1
Commencement
Date

3
7

>

E 28d

to the
Contractor2

of Defects

>

4
-

4.2 Issue of the

Tender
period

9.1 Tests on
Completion4

.. .- >

Remedying --D
of Defects
4.2 Return of
the Performance
Security

Typical sequence of P

during Contracts for Plant and Design-Build


Appendix to Tender) as a number of days, to which is added
sequence of events, the above diagram is based upon the example of the Contractor

2.
failing to

3.
4.

Q FlDlC 1999

N i ation Period is to be stated (in the Appendix to Tender) as a number of days, to which is
ions under Sub-clause 11.3.
'n on the type of Works, Test after Completion may also be required.

14.3 Contractor
submits Statement
to the Engineer

14.6 Engineer
issues Interim
Payment Certificate

14.7 Employer makes


the payment to the
Contractor

Each of the
monthly (or
otherwise)
interim
payments

The final
payment

Engineer verifies
statement, Contractor
submits information
14.11 Contractor submits
drafl final statement to the
Engineer

e 56d

e 28d

U'

14.11 Contractor
submits Final Statement
and the 14.12
discharge

14.7 Employer
makes payment

Typical Sequence of Payment Events Envisaged in

Patty gives
notice of the
intention to
refer a dispute
to a DAB

20.2 Parties
appoint the

20.4 A Patty may


issue a "notice of

DAB

dissatisfaction"

Parties present
submissions to the DAB

DAB gives
its decision

Typical Sequence of Dispute Events Envisaged in Clause 20


Q FlDlC 1999

20.6 A Party
may initiate
arbitration

Arbitratork
appointed

GENERAL CONDITIONS

Conditions of Contract
for PLANT and Design-Build
DISPUTE ADJUDICATION

FOR ELECTRICAL AND MECHANICAL WORKS


AND FOR BUILDING AND ENGINEERING
WORKS DESIGNED BY THE CONTRACTOR

REEMENT

__

General Conditions

FEDERATION INTERNATIONALE DES INGENIEURS-CONSEILS


INTERNATIONAL FEDERATION OF CONSULTING ENGINEERS
INTERNATIONALE VERElNlGUNG BERATENDER INGENIEURE
FEDERACIONINTERNACIONAL DE INGENIEROS CONSOLTORES

A m

w
F'D'C

_ _ _ _ _- ~

ERRATA to the First Edition 1999. . . . . . . . . . . . . . . . . . . inside back cover

General Conditions
CONTENTS
1

GENERAL PROVISIONS

1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8

Definitions
Interpretation
Communications
Law and Language
Priority of Documents
Contract Agreement
Assignment
Care and Supply o

.........

.................. 1

1.11 Contractor'

...........................................

ences or Approvals

HE ENGINEER
1

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 1 0

Engineer's Duties and Authority

3.3
3.4
3.5

Instructions of the Engineer


Replacement of the Engineer
Determinations

THE CONTRACTOR

4.1
4.2

Contractor's General Obligations


Performance Security
Contractor's Representative
Subcontractors

4.3
4.4

0 FlDlC 1999

.......................................

11

4.5
4.6
4.7
4.8
4.9
4.10
4.1 1
4.12
4.13
4.14
4.75
4.16
4.17
4.18
4.19
4.20
4.21
4.22
4.23
4.24

Nominated Subcontractors
Co-operation
Setting Out
Safety Procedures
Quality Assurance
Site Data
Sufficiency of the Accepted Contract Amount
Unforeseeable Physical Conditions
Rights of Way and Facilities
Avoidance of Interference
Access Route
Transport of Goods
Contractor's Equipment
Protection of the Environment
Electricity, Water and Gas
Employer's Equipment and Free-Issue
Progress Reports
Security of the Site
Contractor's Operations on Site

DESIGN

5.1
5.2
5.3
5.4
5.5
5.6
5.7
5.8

General Design Oblig

Fossils

.............

..........................

20

Training

.....................................

.23

6.1
6.2

6.3
rking Hours

Contractor's Superintendence
6.1 0 Records of Contractor's Personnel and Equipment
6.11 Disorderly Conduct

ii

PLANT, MATERIALS AND WORKMANSHIP

7.1
7.2
7.3
7.4
7.5
7.6
7.7
7.8

Manner of Execution
Samples
Inspection
Testing
Rejection
Remedial Work
Ownership of Piant and Materiak
Royalties

0 FlDlC 1999

...................

,.

25

COMMENCEMENT, DELAYS AND SUSPENSION

8.1
8.2
8.3
8.4
8.5
8.6
8.7
8.8
8.9
8.10
8.1 1
8.12

Commencement of Works
Time for Completion
Programme
Extension of Time for Completion
Delays Caused by Authorities
Rate of Progress
Delay Damages
Suspension of Work
Consequences of Suspension
Payment for Plant and Materials in Event of Suspe
Prolonged Suspension
Resumption of Work

TESTS ON COMPLETION . . . . . . . . . .

9.1
9.2
9.3
9.4

Contractor's Obligations
Delayed Tests
Retesting
Failure to Pass Tests on Completi

10

EMPLOYER'S TAKING OVE

10.1
10.2
10.3
10.4

Taking Over of the WO


Taking Over of Parts
Interference with Te
Surfaces Requiring

11

DEFECTS LIA

. . . . . . . . . . . . . . . .. 2 7

............... .31

........................

32

..................................

34

ng Work and Remedying

s Notification Period

nfulfilled Obligations

TESTS AFTER COMPLETION

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 3 7

12.1
12.2
12.3
12.4

Procedure for Tests after Completion


Delayed Tests
Retesting
Failure to Pass Tests after Completion

13

VARIATIONS AND ADJUSTMENTS

........................... . 3 8

13.1 Right to Vary


13.2 Value Engineering
13.3 Variation Procedure
0 FlDlC .I999

iii

13.4
13.5
13.6
13.7
13.8

Payment in Applicable Currencies


Provisional Sums
Daywork
Adjustments for Changes in Legislation
Adjustments for Changes in Cost

14

CONTRACT PRICE AND PAYMENT

. . . . . . . . . . . . . . . . -.

i4.1 The Contract Price


14.2 Advance Payment
14.3 Application for Interim Payment Certificates
14.4 Schedule of Payments
14.5 Plant and Materials intended for the Works
14.6 Issue of Interim Payment Certificates
14.7 Payment
14.8 Delayed Payment
M
14.9 Payment of Retention Money
14.10 Statement at Completion
14.11 Application for Final Payment Certific
14.12 Discharge
14.13 Issue of Final Payment Certifica
14.14 Cessation of Employer's
14.15 Currencies of Payment

15

ation
to Termination

ND TERMINATION BY CONTRACTOR

16

4??

. . . . . . . . . . . . . . . . . . . . . . . . . . . . .48

TERMINATION BY.
&$&E

15.1 Notice to Correct


15.2 Termination by E
15.3
15.4
15.5

.....42

. . . . . . . . . . . .50

16.1 Co_ntrach6ntitlementto Suspend Work


r ination by Contractor
16.2
tion of Work and Removal of Contractor's
16.3

tn
%
&

ent on Termination
ISK AND RESPONSIBILITY

.............................

17.1
7.2
17.3
17.4
17.5
17.6

lndemnities
Contractor's Care of the Works
Employer's Risks
Consequences of Employer's Risks
Intellectualand Industrial Property Rights
Limitation of Liability

18

INSURANCE

..........................................

18.1 General Requirements for lnsurances


18.2 Insurance for Works and Contractor's Equipment
18.3 Insurance against Injury to Persons and Damage to
Property
18.4 Insurance for Contractor's Personnel

iv

Q FlDlC 1999

. .52

54

19

FORCEMAJEURE

......................................

.Definitionof Force Majeure


Notice of Force Majeure
Duty to Minimise Delay
Consequences of Force Majeure
19.5 Force Majeure Affecting Subcontractor
19.6 Optional Termination, Payment and Release
19.7 Release from Performance under the Law

. .57

19.1
19.2
19.3
19.4

... ..

20

CLAIMS, DISPUTES AND ARBITRATION

20.1
20.2
20.3
20.4
20.5
20.6
20.7
20.8

Contractor's Claims
Appointment of the Dispute Adjudication Boar
Failure to Agree Dispute Adjudication Board
Obtaining Dispute Adjudication Board's D
Amicable Settlement
Arbitration
Failure to Comply with Dispute Adjudic
Expiry of Dispute Adjudication 80

. . . . .. . 5 9

&@
Decision

APPENDIX

GENERAL CONDlTl

INDEX OF SUB-CLA

Q FlDlG 1999

TE ADJUDICATION AGREEMENT

................................

. . .64
. . .I

Definitions listed alphabetically


n
1.? .4.1

Accepted Contract Amount

1.1.1.9

Appendix to Tender

1.I
.3.1

Base Date

1.1.1.

1,I
.3.2

Commencement Date

1.1.4.8

1.1.1.1

Contract

l/"

1.1.1.2

Contract Agreement

1.I .4.2

Contract Price

1.1.2.3

Contractor

1.1.6.1

Contractor's Docu

eptance

Materials

Performance Certificate

.6.6

Performance Security

1.15 1

1.15 . 4

Permanent Works

1.1.2.7

1.15 . 5

Plant

1.1.1.7

1.1.4.10

Provisional Sum

1.1.4.11

Retention Money

1.1.1.6

Schedules

1.16 . 2

1.1.1.10

Schedule of Guarantees

1.1.2.9

1.1.1.10

Schedule of Payments

1.1.5.6

Section

1.1.6.7

Site

1.1.4.12

Statement

Employer's Equipment

1.1.2.8

Subcontractor

Employer's Personnel

1.I .3.5

Taking-Over Certificate

1.15 . 7

Temporary Works

1.1.1.8

Tender

sentat ive

1.I .2.5
1.1.4.3

Cnst

Defects Notification Period

.6

vi

1.1.6.5

1.1.2.10

FlDlC

1.I .3.6

Tests after Completion

1,1.4.4

Final Payment Certificate

1.1.3.4

Tests on Completion

1.1.4.5

Final Statement

1.1.3.3

Time for Completion

1.1.6.4

Force Majeure

1.1.6.8

Unforeseeable

1.1.4.6

Foreign Currency

1.13.9

Variation

1.15 2

Goods

1.15 8

works

1.1.4.7

Interim Payment Certificate

1.1.3.9

year

0 FlDlC 1999

General Conditions

1.1

Definitions

1.1.1
The Contract

1.1.1.1

Contract means the Contract


Schedules, the Contractors Prop
which are listed in the C
Acceptance.

1.l ,1.2

rther documents (if any)


ement or in the Letter of

ract agreement (if any) referred to in

Contract Agre
Sub-clause 1.6

1, l ,1.3 Letter of Acc

sion Letter of Acceptance means the


of issuing or receiving the Letter of
e date of signing the Contract Agreement.

r means the document entitled letter of tender, which was

ers Requirements means the document entitled employers


ents, as included in the Contract, and any additions and
t specifies the purpose, scope, and/or design and/or other

criteria, for the Works.

Contractor and submitted with the Letter of Tender, as included in the


Contract. Such document may include data, lists and schedules of
payments and/or prices.
1.1.I .7

Contractors Proposal means the document entitled proposal, which the


Contractor submitted with the Letter of Tender, as included in the Contract.
Such document may include the Contractors preliminary design.

1.1. I .8 Tender means the Letter of Tender and all other documents which the
Contractor submitted with the Letter of Tender, as included in the Contract
1.1.1.9
General Conditions

Appendix t o Tender means the completed pages entitled appendix to


tender which are appended to and form part of the Letter of Tender.

0 FlDlC 1999

..

1.1.2
Parties and Persons

1.1.1.10 Schedule of Guarantees and Schedule of Payments mean the


documents so named (if any) which are comprised in the Schedules.
1.1.2.1

Partymeans the Employer or the Contractor, as the context requires.

1.1.2.2

Employer means the person named as employer in the Appendix to


Tender and the legal successors in title to this person.

1.I.2.3

Contractor means the person(s) named as


Tender accepted by the Employer and the
person(+

1.I .2.4

Engineermeans the person appoint


Engineer for the purposes of the Contr

CO

loyer to act as the


in the Appendix to
by the Employer and
[Replacement of the

Engineer].
1.1.2.5

ContractorsRepresentative
in the Contract or appointed
Clause 4.3 [Contractors
Contractor.

1.I .2.6

EmployersPers

on named by the Contractor

Engineer, the assistants referred to in

tractor, by the Employer or the Engineer, as

1.1.2.7

Contrac

nel means the Contractors Representative and all


Contractor utilises on Site, who may include the staff,
ployees of the Contractor and of each Subcontractor:

means any person named in the Contract as a


any person appointed as a subcontractor,for a part of the
ks; and the legal successors in title to each of these persons.
DAB means the person or three persons so named in the Contract, or
other person(s) appointed under Sub-clause 20.2 pppointment of the
Dispute Adjudication Board or Sub-clause 20.3 [Failure to Agree Dispute
Adjudication Board].

international federation of consulting engineers.

of the Tender.

1.1.3.2

Commencement Date means the date notified under Sub-Clause 8.1


[Commencement of Works].

1.1.3.3

Time for Completion means the time for completing the Works or a
Section (as the case may be) under Sub-clause 8.2 [Time for Completion],
as stated in the Appendix to Tender (with any extension under Sub-clause

0 FlDlC 1999

Conditions 01 Contract for Plant and Design-Build

8.4 [Extension of Time for Completion]),calculated from the Commencement


Date.

1.1.3.4 Tests on Completion means the tests which are specified in the Contract
or agreed by both Parties or instructed as a Variation, and which are carried
out under Clause 9 [Tests on Completion] before the Works or a Section (as
the case may be) are taken over by the Employer.
1.1.3.5 Taking-Over Certificate means a certificate is
[Employers Taking Over].
1.1.3.6
s after Completion]
taken over by the

Contract and which are carried out unde

for notifying defects in the


under Sub-clause 1 1.1

1.1.3.7
Works or a Section (as the

-Clause 10.1 [Taking Over of

or Section is completed

1.1.3.8

Performance Ce

y and year means 365 days.

1.1.3.9

nV

1.1.4

Money and Payments

1.1.4.1

s the certificate issued under Sub-clause

Accepte

Qb;ltrir

t Amount means the amount accepted in the Letter of


execution and completion of the Works and the
ects.

ce means the price defined in Sub-clause 14.1 [The

1.1.4.2

1, and includes adjustments in accordance with the Contract.


ost means all expenditure reasonably incurred (or to be incurred) by the
actor, whether on or off the Site, including overhead and similar
arges, but does not include profit.

l.l.4.%

%Q

Final Payment Certificate means the payment certificate issued under


Sub-clause 14.13 [/.sue of Final Payment Certificate].

1.4.5 Final Statement means the statement defined in Sub-clause 14.1 1


[Application for Final Payment Certificate].
Foreign Currency means a currency in which part (or all) of the Contract
Price is payable, but not the Local Currency.

6$&
4.1..
1.1.4.7

Interim Payment Certificate means a payment certificate issued under


Clause 14 [Contract Price and Payment],other than the Final Payment Certificate.

1.1.4.8 Local Currency means the currency of the Country.


1.1.4.9 Payment Certificate means a payment certificate issued under Clause 14
[Contract Price and Payment].
General Conditions

63 FlDlC 1999

. ..

1.1.4.10 Provisional Sum means a sum (if any) which is specified 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 13.5 [Provisional Sums].
1.1.4.11 Retention Money means the accumulated retention moneys which the
Employer retains under Sub-clause 14.3 [Application for Interim Payment
Certificates] and pays under Sub-clause 14.9
f Retention
Money].

1.1.4.12 Statement means a statement submitted


application, under Clause 14 [Contract Pric
certificate.
1.1.5
Works and Goods

of an
ment

1. I 5 . 1

other things required for the execution


remedying of any defects. Howe
Temporary Works, Employers E
other things intended to form or

of the Works and the

Materials, Plant and Temporary

1i1.5.2
Works, or any of them as a
1.1.5.3

Materials me
, including the supply-only materials (if

1.15 . 4

1.15.5

the permanent works to be executed by the

Plant

ca
iv
A

1.1S.6

apparatus, machinery and vehicles intended to form or


e Permanent Works.

iiwa;;;
p

a part of the Works specified in the Appendix to Tender as

ntractors Equipment) required on Site for the execution and completion


e Permanent Works and the remedying of any defects.

them as appropriate.
1.1.6
Other Definitio

1.1.6.1 . Contractors Documents means the calculations, computer programs


and other software, drawings, manuals, models and other documents of
a technical nature (if any) supplied by the Contractor under the Contract;
as described in Sub-clause 5.2 [Contractors Documents].
1.1.6.2

Country means the country in which the Site (or most of it) is located,
where the Permanent Works are to be executed.

1.1.6.3

Employers Equipment means the apparatus, machinery and vehicles (if


any) made available by the Employer for the use of the Contractor in the
execution of the Works, as stated in the Employers Requirements: but does
not include Plant which has not been taken over by the Employer.

1.1.6.4 Force Majeure is defined in Clause 19 [Force Majeure].

0 FlDlC 1899

Conditions of Coritract for Plant and Design-Build

1.16 5

"Laws" means all national (or state) legislation, statutes, ordinances and
other laws, and regulations and by-laws of any legally constituted public
authority.

1.1-6.6 "Performance Security" means the security (or securities, if any) under
Sub-clause 4.2 [Performance Security].
1.1.6.7

"Site" means the places where the Permanent


and to which Plant and Materials are to be deliv
as may be specified in the Contract as

1.1.6.8 "Unforeseeable" means not reasonably fo


contractor by the date for submission of

1.1.6.9 "Variation" means any change to the E


Works, which is instructed or appr
[Variations and Adjustments].
. - .. .-

1.2

(a)
(b)

words indicating one gender


words indicati

(c)

provisions including t

e", "agreed" or "agreement" require the

(d)

"written" or "in
electronically mad

hand-written, type-written, printed or


a permanent record.

The marginal words

. -

. .-..-

In the Contract, except where the con

Interpretation

1.3

equirements or the
variation under Clause 13

...

.. .

he plural and words indicating the

adings shall not be taken into consideration in the


.-

Communications

and delivered by hand (against receipt), sent by mail or courier, or


using any of the agreed systems of electronic transmission as
the recipient'scommunications

(i)
(ii)

if the recipient gives notice of another address, communications shall


thereafter be delivered accordingly; and
if the recipient has not stated otherwise when requesting an approval or
consent, it may be sent to the address from which the request was issued.

Approvals, certificates, consents and determinations shall not be unreasonably


withheld or delayed. When a certificate is issued to a Party, the certifier shall send a
copy to the other Party. When a notice is issued to a Party, by the other Party or the
Engineer, a copy shall be sent to the Engineer or the other Party, as the case may
be.

Law and Language

The Contract shall be governed by the law of the country (or other jurisdiction) stated
in the Appendix to Tender.

General Conditions

0 FlDlC 1999

If there are versions of any 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
which the Contract (or most of it) is written.

'

g ;

1.5

5 !

Priority of Documents

The documents forming the Contract are to be taken as m


another, For the purposes of interpretation, the priorit
accordance with the following sequence:
(a)
(b)
(c)
(d)
(e)

(I)

H I

[r

(f)

(9)
(h)

the Contract Agreement (if any),


the Letter of Acceptance,
the Letter of Tender,
the Particular Conditions,
these General Conditions,
the Employer's Requirements,
the Schedules, and
the Contractor's Proposal an
Contract.

forming part of the

shall issue any


1.6

-.

Contract Agreement

The Parties shall enter i


receives the Letter

the Contractor
nce, unless they agree otherwise. The Contract
on the form annexed to the Particular Conditions. The

1.7

Assignment

1.8

Care and Supply


Documents

ach of the Contractor's Documents shall be in the custody and care of the
the Contract, the Contractor shall supply to the Engineer six copies of each of the
Contractor's Documents.
The Contractor shall keep, on the Site, a copy of the Contract, publications named in
the Employer's Requirements, the Contractor's Documents, and Variations and other
communications given under the Contract. The Employer's Personnel shall have the
right of access to all these documents at all reasonable times.
If a Party becomes aware of an error or defect of a technical nature in a document
which was prepared for use in executing the Works, the Party shall promptly give
notice to the other Party of such error or defect.

0 FlDlC 1999

Conditions of Contract lor Plant and Design-Build

1.9
Errors in the Employer's
Requirements

If the Contractor suffers delay and/or incurs Cost as a result of an error in the
Employer's Requirements, and an experienced contractor exercising due care
would not have discovered the error when scrutinising the Employer's Requirements
under Sub-clause 5.1 [GeneralDesign Obligations],the Contractor shall give notice
to the Engineer and shall be entitled subject to Sub-clause 20.1 [Contractor's
Claims]to:
(a)

(b)

an extension of time for any such, delay, if


under Sub-clause 8.4 [Extensiono f Time for
payment of any such Cost plus reasonable piofit, which
Contract Price.

After receiving this notice, the Engineer shall proces


3.5 [Determinations)to agree or determine (i) whet
error could not reasonably have been so discovere
sub-paragraphs (a) and (b) above related to thi
-

......

Employer's Use of
Contractor's Documents

.-

,.

- - .-... - -....

.-

As between the Parties, the Contractor shalt


property rights in the Contractor's Docu
(or on behalf of) the Contractor.

- - _- .

copyright and other intellectual


er design documents made by

including making and using modifications

communicate the Contractor'


of them. This licence shall:

ntended working life (whichever is longer) of the


(b)

r possession of the relevant part of the,Works to

entitle any p

aintaining, altering, adjusting, repairing and demolishing


ntractor's Documents which are in the form of computer
software, permit their use on any computer on the Site and
visaged by the Contract, including replacements of any

Documents and other design documents made by (or on behalf of)

o a third party by (or on behalf of) the Employer for purposes other
itted under this Sub-Clause.

__
Contractor's Us

- -

..

. .-

between the Parties, the Employer shall retain the copyright and other
intellectual property rights in the Employer's Requirements and other documents
made by (or on behalf of) the Employer. The Contractor may, at his cost, copy, use,
and obtain communication of these documents for the purposes of the Contract.
They shall not, without the Employer's consent, be copied, used or communicated
to a third party by the Contractor, except as necessary for the purposes of the
Contract.
--

1.12

I
_

.- __

__- --

Confidential Details

The Contractor shall disclose all such confidential and other information as the
Engineer may reasonably require in order to verify the Contractor's compliance with
the Contract.

General Conditions

0 FlDlC 1999

-1

1.13
Compliance with Laws

The Contractor shall, in performing the Contract, comply with applicable Laws. Unless
otherwise stated in the Particular Conditions:
(a)

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

(b)

the Contractor shall give all notices, pay all taxes,

defects; and the Contractor shall indemni


against and from the consequences of any
1.14

Joint Several Liability

If the Contractor constitutes (under applic


other unincorporated grouping of two or m
(a)

these persons shall be dee


for the performance of the

joint venture, consortium or

d severally liable to the Employer

r leader who shall have authority


to bind the Contractor an

Th

RV

2.1
Right of Access to
the Site

Contractor right of access to, and possession of, all


e (or times) stated in the Appendix to Tender. The right
ot be exclusive to the Contractor. If, under the Contract, the
to give (to the Contractor) possession of any foundation,
eans of access, the Employer shall do so in the time and
e Employer's Requirements. However, the Employer may
ossession until the Performance Security has been

time is stated in the Appendix to Tender, the Employer shall give the

Sub-clause 8.3 [Programme].

f 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)

an extension of time for any such delay, if completion is or will be delayed,


under Sub-clause 8.4 [Extension of Time for Completion], and
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 determine these matters.

0 FlDlC 1999

Condilioris of Conlracl for Plan1 and Design-Build

However, if and to the extent that the Employer's failure was caused by any error or
delay by the Contractor, including an error in, or delay in the submission of, any of the
Contractor's Documents, the Contractor shall not be entitled to such extension of
time, Cost or profit.

2.2
Permits, Licences or
Approvals

The Employer shall (where he is in a position to do so) provide reas


to the Contractor at the request of the Contractor:
(a)
(b)

by obtaining copies of the Laws of the Country wh


Contract but are not readily available, and
for the Contractor's applications for any permits,
by the Laws of the Country:
(i)
(ii)
(iii)

2.3

___.___

Employer's Personnel

which the Contractor is required to


[Compliance with Laws],
for the delivery of
for the export of
Site.

r Sub-clause 1.13
gh customs, and
is removed from the

._

The Employer shall be responsi


Employer's other contractors on t
(a)

co-operate with the C


and

loyer's Personneland the

under Sub-clause 4.6 [Co-operation],


the Contractor is required to take under subfety Procedures] and under

2.4
Employer's Financial
Arrangements

._

within 28 days after receiving any request from the


Contractor, e sonab vidence that financial arrangements have been made and are
being maint 'n
will enable the Employer to pay the Contract Price (as
in accordance with Clause 14 [Contract Price and Payment]. If
estimated at tha '
to make any material change to his financial arrangements, the
to the Contractor with detailed particulars.

2.5
Employer's Claims

yer considers himself to be entitled to any payment under any Clause of


in connection with the Contract, and/or to any
ion of the Defects Notification Period, the Employer or the Engineer shall give
to the Contractor. However, notice is not required for payments
4.19 [Electricity, Water and Gas], under Sub-clause 4.20
and Free-lssue Material], or for other services requested by
the Contractor.
The notice shall be given as soon as practicable after the Employer became aware of
the event or circumstances giving rise to the claim. A notice relating to any extension
of the Defects Notification Period shall be given before the expiry of such period.
The particulars shall specify the Clause or other basis of the claim, and shall include
substantiation of the amount and/or extension to which the Employer considers
himself to be entitled in connection with the Contract. The Engineer shall then
proceed in accordance with Sub-clause 3.5 [Determinations]to agree or determine
(i) the amount (if any) which the Employer is entitled to be paid by the Contractor,

General Conditions

0 FlDlC 1999

.. .

and/or (ii) the extension (if any) of the Defects Notification Period in accordance with
Sub-clause 11.3 [Extension of Defects Notification Period].
This amount may be included as a deduction in the Contract Price and Payment
Certificates. The Employer shall only be entitled to set off against or make any
deduction from an amount certified in a Payment Certificate, or to otherwise claim
against the Contractor, in accordance with this Sub-clause.
I

0"'

s2

Th

c,

'

2 j

3.1
Engineer's Duties and
Authority

gineer
The Employer shall appoint the Engineer who sh
him in the Contract. The Engineer's staff shall incl
other professionalswho are competent to car
The Engineer shall have no authority to am
The Engineer may exercise the aut

the Engineer as specified in or


ineer is required to obtain the
oyer undertakes not to impose
as agreed with the Contractor.

However, whenever t

ses a specified authority for which the


he purposes of the Contract) the Employer

duties or exercising authority, specified in or implied by


gineer shall be deemed to act for the Employer;
authority to relieve either Party of any duties, obligations or
r the Contract; and
approval, check, certificate, consent, examination, inspection, instruction,
o ' e, proposal, request, test, or similar act by the Engineer (including absence
proval) shall not relieve the Contractor from any responsibility he has
er the Contract, including responsibilityfor errors, omissions, discrepancies
non-compliances.

&

%@

@&

3.2
Delegation by the
Engineer

The Engineer may from time to time assign duties and delegate authority to assistants,
nd may also revoke such assignment or delegation. These assistants may include a
esident engineer, and/or independent inspectors appointed to inspect and/or test
items of Plant and/or Materials. The assignment, delegation or revocation shall be in
writing and shall not take effect until copies have been received by both Parties.
However, unless otherwise agreed by both Parties, the Engineer shall not delegate the
authority to determine any matter in accordance with Sub-clause 3.5 [Deteminafions].

Assistants shall be suitably qualified persons, who are competent to carry out these
duties and exercise this authority, and who are fluent in the language for
communications defined in Sub-clause 1.4 [Law and Language].
Each assistant, to whom duties have been assigned or authority has been delegated,
shall only be authorised to issue instructions to the Contractor to the extent defined

10

0 FlOlC 1999

Conditions of Contract for Plant and Design-Bullcl

'

by the delegation. Any approval, check, certificate, consent, examination, inspection,


instruction, notice, proposal, request, 'test, or similar act by an assistant, in
accordance with the delegation, shall have the same effect as though the act had
been an act of the Engineer. However:
(a)

(b)

any failure to disapprove any work, Plant or Materials shall not constitute
approval, and shall therefore not prejudice the right of the Engi
reject the
work, Plant or Materials;
if the Contractor questions any determination
Contractor may refer the matter to the Engineer, who
reverse or vary the determination or instruction.

3.3
The Engineer may issue to the Contractor (at any
necessary for the execution of the Works and the
accordance with the Contract. The Contra

Instructions of the
Engineer

instructions from the


y has been delegated
ause 13 [Variations and

Adjustments] shall apply.


ngineer or delegated
ons shall be given in

The Contractor shall comply with the in


assistant, on any matter related to
writing.
'

3.4

__

..-_
..

-. .

.-..

..

. - - -

Replacement of the
Engineer
Employer shall not re
raises reasonable obj

3.5

e of the intended replacement Engineer. The


om the Contractor
notice to the Employer, with supporting particulars.
- .

--

..

-.

-..-

Determinations

e a fair determination in accordance with the Contract, taking due

all give notice to both Parties of each agreement or determination,


unless and until revised under Clause 20 [Claims, Disputes and

4.1

Con
Obli

The Contractor shall design, execute and complete the Works in accordance with the
Contract, and shall remedy any defects in the Works. When completed, the Works shall
be fit for the purposes for which the Works are intended as defined in the Contract.
The Contractor shall provide the Plant and Contractor's Documents specified in the
Contract, and all Contractor's Personnel, Goods, consumables and other things and
services, whether of a temporary or permanent nature, required in and for this design,
execution, completion and remedying of defects.

General Conditions

0 FlDlC 1999

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.
The Contractor shall be responsible for the adequacy, stability and safety of all Site
operations, of all methods of construction and of all the Works.
The Contractor shall, whenever required by the Enginee

methods shall be made without this having pre


Engineer
4.2

. ..

. -. . -.

..

-. .

.-

. .-- ..

.- .

. .

- ..

.-

-. .

...

Performance Security

performance, in the amount and curren


amount is not stated in the Appendix to
The Contractor shall deliver the Perfo
after receiving the Letter of Accepta
Performance Security shall be is
jurisdiction) approved by the E
Particular Conditions or in a
The Contractor shall e

Contractor has
28 days prior to

Appendix to Tender. If an
lause shall not apply.

nd from within a country (or other


be in the form annexed to the

rmance Security is valid and enforceable


mance Security specify its expiry date, and the
to receive the Performance Certificate by the date
ate, the Contractor shall extend the validity of the
Works have been completed and any defects have

The E m p l o wot make a claim under the Performance Security, except for
amounts to whi
e Employer is entitled under the Contract in the event o f

(c)
(d)

the Contractor to extend the validity of the Performance Security as


ed in the preceding paragraph, in which event the Employer may claim
full amount of the Performance Security,
re by the Contractor to pay the Employer an amount due, as either agreed
y the Contractor or determined under Sub-clause 2.5 [Employer's Claims] or
Clause 20 (Claims, Disputes and Arbitration], within 42 days after this
agreement or determination,
failure by the Contractor to remedy a default within 42 days after receiving the
Employer's notice requiring the default to be remedied, or
circumstances which entitle the Employer to termination under Sub-clause
15.2 [Termination by Employer], irrespective of whether notice of termination
has been given.

The Employer shall indemnify and hold the Contractor harmless against and from all
damages, losses and expenses (including legal fees and expenses) resulting from a
claim under the Performance Security to the extent to which the Employer was not
entitled to make the claim.
The Employer shall return the Performance Security to the Contractor within 21 days
after receiving a copy of the Performance Certificate.

12

0 FlDlC 1999

Corxlilions of Conlracl lor Plant and Design-Build

Representative. If consent is withheld or subsequently revoked, o


personfails to act as Contractor'sRepresentative, the Contractor sh
the name and particulars of another suitable person for such a

?
!?

The Contractor shall not, without the prior consent


appointment of the Contractor's Representative or a

Contractor's performance of the Contract. If th


replacement person shall be appointed, sub
the Engineer shall be notified accordingly.

i9

n to directing the
resentative is to be

rn

ineer's prior consent, and

4.6
Co-operation

The Contractor shall, as specified in the Contract or as instructed by the Engineer,


allow appropriate opportunities for carrying out work to:

General Conditions

0 FlDlC 1999

13

(a)
(b)
(c)

the Employer's Personnel,


any other contractors employed by the Employer, and
the personnel of any legally constituted public authorities,

who may be employed in the execution on or near the Site of any work not included
in the Contract.

--

YZ

Any such instruction shall constitute a Variation if and to the exte


Contractor to incur Unforeseeable Cost. Services for th
contractors may include the use of Contractor's Equipm
access arrangements which are the responsibility o f t

'

s i
!
-i

The Contractor shall be responsible for his constru


co-ordinate his own activities with those of 0th
specified in the Employer's Requirements.

' " i

2 '

o the Contractor possession

If, under the Contract, the Employer is req


of any foundation, structure, plant or

ccess in accordance with


yer's Requirements.

4.7
Setting Out

The Contractor shall set out


reference specified in the CO
responsible for the correc
error in the positions, leve
The Employer shall
reference, but the

the Engineer. The Contractor shall be


all parts of the Works, and shall rectify any
or alignment of the Works.
r any errors in these specified or notified items of
use reasonable efforts to verify their accuracy

r in these items of reference, and an experienced contractor


ve discovered such error and avoided this delay and/or Cost,

nsion of time for any such delay, if completion is or will be delayed,


er Sub-clause 8.4 [Extension of Time for Completion], and

.5 [Determinations]to agree or determine (i)whether and (if so) to what extent the
sub-paragraphs (a) and (b)above related to this extent.

The Contractor shall:


(a)

(b)
(c)
(d)

14

comply with all applicable safety regulations,


take care for the safety of all persons entitled to be on the Site,
use reasonable efforts to keep the Site and Works clear of unnecessary
obstruction so as to avoid danger to these persons,
provide fencing, lighting, guarding and watching of the Works until completion
and taking over under Clause 10 [Employer's Taking Over], and

0 FlDlC 1999

Condilions of Contract for Plant and Design-Build

provide any Temporary Works (including roadways, footways, guards and


fences) which may be necessary, because of the execution of the Works, for the
use and protection of the public and of owners and occupiers of adjacent land.

(e)

4.9

.. . . -

Quality Assurance

._.

. _._
.

.-

-.

..

-.

__

.-

The Contractor shall institute a quality assurance system to demonstrate compliance


with the requirements of the Contract. The system shall be in acc
details stated in the Contract. The Engineer shall be entitled to audit
system.
Details of all procedures and compliance documents
Engineer for information before each design and exec
When any document of a technical nature is issued
prior approval by the Contractor himself s

r, evidence of the

1
-

'VI

Compliance with the quality assurance sys


of his duties, obligations or responsibilities

ieve the Contractor of any

0,

4.1 0

. .. _._
--

Site Data

... ... - _...

..

. . . .

. ._ . . . . .

The Employer shall have made availabl


the Base Date, all relevant data in th
hydrological conditions at the Site
shall similarly make available to th
Employer's possession after t
interpreting all such data.

tor for his information, prior to


ssession on sub-surface and
ental aspects. The Employer
uch data which come into the
. The Contractor shall be responsible for

To the extent which was


shall be deemed to have
and other circumsta

account of cost and time), the Contractor


sary information as to risks, contingencies
influence or affect the Tender or Works. To the
deemed to have inspected and examined the
a and other available information, and to have
g the Tender as to all relevant matters, including

ure of the Site, including sub-surface conditions,


ogical and climatic conditions,
and nature of the work and Goods necessary for the execution and
of the Works and the remedying of any defects,
procedures and labour practices of the Country, and
ractor's requirements for access, accommodation, facilities,
nel, power, transport, water and other services.
4.1 1

Sufficiency of the
Accepted Contra
Amount

Contractor shall be deemed to:


have satisfied himself as to the correctness and sufficiency of the Accepted
Contract Amount, and
have based the Accepted Contract Amount on the data, interpretations,
necessary information, inspections, examinations and satisfaction as to all
relevant matters referred to in Sub-clause 4.10 [Site Data] and any further data
relevant to the Contractor's design.
Unless otherwise stated in the Contract, the Accepted Contract Amount covers all the
Contractor's obligations under the Contract (including those under Provisional Sums,
if any) and all things necessary for the proper design, execution and completion of the
Works and the remedying of any defects.

General Conditions

8 FlDlC 1999

?!,

15

4.1 2
Unforeseeable Physical
Conditions

In this Sub-clause, "physical conditions" means natural physical conditions and manmade and other physical obstructions and pollutants, which the Contractor
encounters at the Site when executing the Works, including sub-surface and
hydrological conditions but excluding climatic conditions.
If the Contractor encounters adverse physical conditions which he considers to have
been Unforeseeable, the Contractor-shall give notice to the En '
as soon as
practicable.

This notice shall describe the physical conditions, so that t


the Engineer, and shall set out the reasons why t
Unforeseeable. The Contractor shall continue exe

I
!

comply with any instructions which t


a Variation, Clause 13 [Variations an

struction constitutes

If and to the extent that the Contractor


Unforeseeable, gives such a notice, and s
conditions, the Contractor shall be entitled
Claims] to:
(a)

(b)

an extension of time f
under Sub-clause 8.4
payment of any such

ysical conditions which are


/or incurs Cost due to these
o Sub-clause 20.1 [Contractor's

if completion is or will be delayed,


for Completion], and

After receiving such


[Determinations] to
physical condition

ine (i) whether and (if so) to what extent these


related to this extent.
st is finally agreed or determined under sub-paragraph (ii),
review whether other physical conditions in similar parts of the
re favourable than could reasonably have been foreseen when

ent Certificates. However, the net effect of all adjustments under sub-

by the Contractor when submitting the Tender, which may be made available by the
Contractor, but shall not be bound by any such evidence.

. .- - . .-

.-

-- --

- .

The Contractor shall bear all costs and charges for special and/or temporary rightsof-way which he may require, including those for access to the Site. The Contractor
shall also obtain, at his risk and cost, any additional facilities outside the Site which he
may require for the purposes of the Works.

Avoidance of
Interference

The Contractor shall not interfere unnecessarily or improperly with:


(a)

16

the convenience of the public, or

Q FlDlC 1999

Conditions 01 Contract for Plant and Design-Build

(b)

the access to and use and occupation of all roads and footpaths, irrespective
of whether they are public or in the possession of the Employer or of others.

r-

The Contractor shall indemnify and hold the Employer harmless against and from all
damages, losses and expenses (including legal fees and expenses) resulting from any
such unnecessary or improper interference.

4 15

__

__

Access Route

__._________

.-

__

..

__

The Contractor shall be deemed to have been satisfi


availability of access routes to the Site. The Contractor s
prevent any road or bridge from being damaged by the
Contractor's Personnel. These efforts shall include th
vehicles and routes.

I
Except as otherwise stated in these Conditions:

(c)

(d)
(e)

routes, and shall obtain any


relevant authorities for his use
the Employer shall not be r
use or otherwise of an
the Employer does n
access routes, and
Costs due to nonContractor, of acc

may be required from the

-availability, for the use required by the

4.1 6

Transport of Goods

icular Conditions:
the Engineer not less than 21 days' notice of the date
or a major item of other Goods will be delivered to the Site;
I be responsiblefor packing, loading, transporting, receiving,
and protecting all Goods and other things required for the

4.1 7

Contractor's
Equipment

\\
The Eontractor shall be responsible for all Contractor's Equipment. When brought on
the Site, Contractor's Equipment shall be deemed to be exclusively intended for the
ecution of the Works. The Contractor shall not remove from the Site any major items
of Contractor's Equipment without the consent of the Engineer. However, consent shall
not be required for vehicles transporting Goods or Contractor's Personnel off Site.

4.1 8

Protech-'
Environmenw

The Contractor shall take all reasonable steps to protect the environment (both on and
off the Site) and to limit damage and nuisance to people and property resulting from
pollution, noise and other results of his operations.
The Contractor shall ensure that emissions, surface discharges and effluent from the
Contractor's activities shall not exceed the values indicated in the Employer's
Requirements, and shall not exceed the values prescribed by applicable Laws.

General Conditions

0 FlDlC 1999

17

4.1 9
Electricity, Water and

The Contractor shall, except as stated below, be responsible for the provision of all
power, water and other services he may require.

Gas
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 apparat
services and for measuring the quantities consumed.
The quantities consumed and the amounts due (at the
be agreed or determined by the Engineer in acc
[Employer's Claims] and Sub-clause 3.5 [Det
these amounts to the Employer.

4.20
v)

a : '

Employer's Equipment

The Employer shall make the Employer's Equi


and prices stated in the Employer's Req
Employer's Requirements:
(a)
(b)

the Employer shall be respo


that
the Contractor shall be r

The appropriate qua

y) available for the use of the


ith the details, arrangements
ess otherwise stated in the

Employer's Equipment, except

unts due (at such stated prices) for the use of

with Sub-clause 2
Contractor shall pa
free of charge, the "free-issue materials" (if any) in

reed by both Parties, the Employer shall immediately rectify the notified

isual inspection, the free-issue materials shall come under the care, custody

Unless otherwise stated in the Particular Conditions, monthly progress reports shall be
prepared by the Contractor and submitted to the Engineer in six copies. The first
report shall cover the period up to the end of the first calendar month following the
Commencement Date. Reports shall be submitted monthly thereafter, each within 7
days after the last day of the period to which it relates.
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 Certificate for the
Works.
Each report shall include:

18

0 FlDlC 1999

Conditions of Contract lor Plant and Design-Build

charts and detailed descriptions of progress, including each stage of design,


Contractor's Documents, procurement, manufacture, delivery to Site,
construction, erection, testing, commissioning and trial operation;
photographs showing the status of manufacture and of progress on the
Site;
for the manufacture of each main item of Plant and Materials, the name of the
manufacturer, manufacture location, percentage progress, a
e actual or
expected dates of:
(i)
(ii)
(iii)
(iv)

commencement of manufacture,
Contractor's inspections,
tests, and
shipment and arrival at the Site;

&a@

the details described in Sub-Clause 6.10 [Recor of ontractor's Personnel


and Equipment];
copies of quality
esults and certificates of
Materials;
list of Variations, no
.5 [Employer's Claims] and
notices given under Sub-clause
safety statistics, including deta
ous incidents and activities
relating to environmental as
ress, with details of any events or
comparisons of actual
circumstances which
e completion in accordance with
the Contract, and th
ted to overcome
delays.

Security of the Site

Unless otherwise state


R-icular

Conditions:
responsible for keeping unauthorised persons off the

s shall be limited to the Contractor's Personnel and the


nel; and to any other personnel notified to the Contractor, by
ineer, as authorised personnel of the Employer's other

4.23 ---

._-__

shall confine his operations to the Site, and to any additional areas
e Contractor and agreed by the Engineer as working
ake all necessary precautions to keep Contractor's
and Contractor's Personnel within the Site and these additional areas, and
em off adjacent land.

Contractor's Operations
on Site

ring the execution of the Works, the Contractor shall keep the Site free from all
unnecessary obstruction, and shall store or dispose of any Contractor's Equipment or
surplus materials. The Contractor shall clear away and remove from the Site any
wreckage, rubbish and Temporary Works which are no longer required.
Upon the issue of a Taking-Over Certificate, the Contractor shall clear away and
remove, from that part of the Site and Works to which the Taking-Over Certificate
refers, all Contractor's Equipment, surplus material, wreckage, rubbish and Temporary
Works. The Contractor shall leave that part of the Site and the Works in a clean and
safe condition. However, the Contractor may retain on Site, during the Defects
Notification Period, such Goods as are required for the Contractor to fulfil obligations
under the Contract.
General Conclitions

0 FlDlC 1999

19

.l

All fossils, coins, articles of value or antiquity, and structures and other remains or
items of geological or archaeological interest found on the Site shall be placed under
the care and authority of the Employer. The Contractor shall take reasonable
precautions to prevent Contractor's Personnel or other persons from removing or
damaging any of these findings.

4.24

The Contractor shall, upon discovery of an


Engineer, who shall issue instructions for de
and/or incurs Cost from complying with th
further notice to the Engineer and shall be entitled su
[Contractor's Claims] to:
(a)
(b)

an extension of time for any such


under Sub-clause 8.4 [Extension of Time
payment of any such Cost, which shall be

Contract Price.

After receiving this further notice, the Engine


Clause 3.5 [Determinations] to agree or d

De
5.1
General Design
Obligations

The Contractor shall carry


shall be prepared by quali
comply with the crite
otherwise stated in th
consent the name an

sible for, the design of the Works. Design


are engineers or other professionals who
d in the Employer's Requirements. Unless
Contractor shall submit to the Engineer for
of each proposed designer and design Subcontractor.

he, his designers and design Subcontractors have the


cessary for the design. The Contractor undertakes that
ilable to attend discussions with the Engineer at all
e expiry date of the relevant Defects Notification Period.
iving notice under Sub-Clause 8.1 [Commencement of Works], the
shall scrutinise the Employer's Requirements (including design criteria and
any) and the items of reference mentioned in Sub-clause 4.7 [Setting

the Engineer shall determine whether Clause 13 [Variations


nd to the extent that (taking account of cost and time) an experienced contractor
exercising due care would have discovered the error, fault or other defect when
examining the Site and the Employer's Requirements before submitting the Tender, the
Time for Completion shall not be extended and the Contract Price shall not be adjusted.
._.-.

5.2

-.- . .- .- -

-.

Employer's Requirements, documents required to satisfy all regulatory approvals, and


the documents described in Sub-clause 5.6 [As-Built Documents] and Sub-clause
5.7 [Operation and Maintenance Manuals]. Unless otherwise stated in the Employer's
Requirements, the Contractor's Documents shall be written in the language for
communications defined in Sub-clause 1.4 [Law and Language].

20

0 FlDlC 1999

Conditions 01 Contract for Plant and Design-Build

The Contractor shall prepare all Contractor's Documents, and shall also prepare any
other documents necessary to instruct the Contractor's Personnel. The Employer's
Personnel shall have the right to inspect the preparation of all these documents,
wherever they are being prepared.

If the Employer's Requirements describe the Contractor's Documents which are to be

documents which are not specified as being require


and/or for approval.
Unless otherwise stated in the Employer's Require
Document and the Contractor's notice.
Document is considered ready, both for revi
with this Sub-Clause and for use. The no
Document complies with the Contract, or the
The Engineer may, within the re
Contractor's Document fails (to t
Contractor's Document so fails
reviewed (and, if specified, a
Contractor's cost.
For each part of the
of the Engineer shal
(a)

in the case

iew period shall not


eives a Contractor's
te that the Contractor's
ate that the Contractor's
it does not comply.

comply with the Contract. If a


be rectified, resubmitted and
ance with this Sub-clause, at the

the extent that the prior approval or consent

tor's Document which has (as specified) been

execution of such part of the Works shall not commence until the
Engineer shall be deemed to have approved the Contractor's
Document upon the expiry of the review periods for all the Contractor's
Documents which are relevant to the design and execution of such part,
unless the Engineer has previously notified otherwise in accordance with
sub-paragraph (i);

(d)

execution of such part of the Works shall not commence prior to the expiry of
the review periods for all the Contractor's Documents which are relevant to its
design and execution;
execution of such part of the Works shall be in accordance with these reviewed
(and, if specified, approved) Contractor's Documents; and
if the Contractor wishes to modify any design or document which has
previously been submitted for review (and, if specified, approval), the
Contractor shall immediately give notice to the Engineer. Thereafter, the
Contractor shall submit revised documents to the Engineer in accordance with
the above procedure.

If the Engineer instructs that further Contractor's Documents are required, the
Contractor shall prepare them promptly.
General Conditions

0 FlDlC 1999

21

(I)

e
L.

__

Any such approval or consent, or any review (under this Sub-clause or otherwise),
shall not relieve the Contractor from any obligation or responsibility

5.3

Contractor's Undertaking The Contractor undertakes that the design, the Contractor's Documents, the
execution and the completed Works will be in accordance with:

...

(a)
(b)

8
z
a

5.4

- .- .

the Laws in the Country, and


the documents forming the Contract, as altered or m
- .-

-.

-.

..

_.. .

c7

. .

Technical Standards and


Regulations

(0

H
a

The design, the Contractor's Documents, the execu


shall comply with the Country's technical stan
environmental Laws, Laws applicable to the produ
and other standards specified in the Employer's
Works, or defined by the applicable Laws.

construction and
ed from the Works,
s, applicable to the

Section, be those prevailing

otherwise.

Date, the Contractor shall

(a)

the Engineer dete


ce constitute a variation,
a Variation in accordance with Clause 13 [Variations and

5.5
Training

nce of the Works to the extent specified in the Employer's


If the Contract specifies training which is to be carried out before
e Works shall not be considered to be completed for the purposes of
der Sub-clause 10.1 [Taking Over of the Works and Sections] until this
s been completed.
5.6
As-Built Docume

e Contractor shall prepare, and keep up-to-date, a complete set of "as-built"


cords of the execution of the Works, showing the exact as-built locations, sizes and
etails of the'work as executed. These records 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 prior to the commencement of the Tests on Completion.
In addition, the Contractor shall supply to the Engineer as-built drawings of the Works,
showing all Works as executed, and submit them to the Engineer for review under
Sub-clause 5.2 [Contractor's Documents].The Contractor shall obtain the consent of
the Engineer as to their size, the referencing system, and other relevant details.
Prior to the issue of any Taking-Over Certificate, the Contractor shall supply to the
Engineer the specified numbers and types of copies of the relevant as-built drawings,
in accordance with the Employer's Requirements. The Works shall not be considered

22

0 FlDlC 1999

Conrlilionsof Conlracl for Plant and Design-Build

to be completed for the purposes of taking-over under Sub-clause 10.1 [Taking Over
of the Works and Sections] until the Engineer has received these documents.
5.7

Operation and
Maintenance Manuals

Prior to commencement of the Tests on Completion, the Contractor shall supply to


the Engineer provisional operation and maintenance manuals in sufficient detail for the
Employer to operate, maintain, dismantle, reassemble, adjust and
The Works shall not be considered to be completed for the
under Sub-clause 10.1 [Taking Over of the Works and Sec
has received final operation and maintenance manuals
manuals specified in the Employer's Requirements fort

5.8
Design Error

__

-.

If errors, omissions, ambiguities, inconsistencies, in


found in the Contractor's Documents, they an
Contractor's cost, notwithstanding any conse

r other defects are


s shall be corrected at the
al under this Clause.

Labour
6.1

Engagement of
Staff and Labour

Except as otherwise stated i


make arrangements for the
for their payment, housing,

er s Requirements, the Contractor shall


all staff and labour, local or otherwise, and

6.2
Rates of Wages and
Conditions of Labour

The Contractor shall


not lower than

ages, and observe conditions of labour, which are


r the trade or industry where the work is carried
onditions are applicable, the Contractor shall pay rates
ions which are not lower than the general level of wages
locally by employers whose trade or industry is similar to

6.3
Persons in the Service
of Employer

shall not recruit, or attempt to recruit, staff and labour from amongst
Personnel.

6.4

Labour Laws

labour Laws applicable to the


their employment, health, safety,
and emigration, and shall allow them all their legal rights.
e Contractor shall require his employees to obey all applicable Laws, including
those concerning safety at work.

No work shall be carried out on the Site on locally recognised days of rest, or outside
the normal working hours stated in the Appendix to Tender, unless:
(a)
(b)
(c)

General Conditions

otherwise stated in the Contract,


the Engineer gives consent, or
the work is unavoidable, or necessary for the protection of life or property or
for the safety of the Works, in which case the Contractor shall immediately
advise the Engineer.

0 FlDlC 1999

23

6.6
Facilities for Staff
andLabour

ZS ''

The Contractor shall not permit any of the Contractor's


temporary or permanent living quarters within the
Permanent Works.

I .
___-

6.7

Health and Safety

r
8

Except as otherwise stated in the Employer's Requirements, the Contractor shall


provide and maintain all necessary accommodation and welfare facilities for the
Contractor's Personnel. The Contractor shall also provide facilitie
Personnel as stated in the Employer's Requirements.

---_.

The Contractor shall at all times take all reasonable


the Contractor shall ensure that medica

i
all necessary welfare and hygiene req
The Contractor shall appoint an
maintaining safety and protectio
measures to prevent ac
Contractor shall provid
responsibility and auth

o maintain the health


d facilities, sick bay and
at any accommodation for
table arrangements are made for
for the prevention of epidemics.

n officer at the Site, responsible for


s. This person shall be qualified for
ghout the execution of the Works, the

Engineer, details of any accident as soon as


The Contractor shall maintain records and make
and welfare of persons, and damage to property, as
6.8
Contractor's
Superintendence

dence shall be given by a sufficient number of persons having adequate


the language for communications (defined in Sub-Clause 1.4 [Law and

6.9

Contract

The Contractor's Personnel shall be appropriately qualified, skilled and experienced in


their respective trades or occupations. The Engineer may require the Contractor to
remove (or cause to be removed) any person employed on the Site or Works,
including the Contractor's Representative if applicable, who:
"

(a)
(b)
(c)
(d)

24

persists in any misconduct or lack of care,


carries out duties incompetently or negligently,
fails to conform with any provisions of the Contract, or
persists in any conduct which is prejudicial to safety, health, or the protection
of the environment.

Q FlDlC 1999

Conditionsof Contract for Plant and Oesign-Build

If appropriate, the Contractor shall then appoint (or cause to be appointed) a suitable
replacement person.

6.10
The Contractor shall submit, to the Engineer, details showing the number of each
class of Contractor's Personnel and of each type of Contractor's Equipment on the
Site. Details shall be submitted each calendar month, in a form
Engineer, until the Contractor has completed all work which
outstanding at the completion date stated in the Taking-Over C

Records of Contractor's
Personnel and
Equipment

6.11 -

Disorderly Conduct

__-

.
-

The Contractor shall at all times take all reason


unlawful, riotous or disorderly conduct by or among
to preserve peace and protection of persons and p

Materials and Workmanship


7.1
Manner of Execution

The Contractor shall carry out


manufacture of Materials, and all
(a)
(b)
(c)

in the manner (if any)


in a proper workmanli
good practice, and
with properly e

the production and

Contract,
I manner, in accordance with recognised
ies and non-hazardous Materials, except as

7.2
Samples

the following samples of Materials, and relevant


for review in accordance with the procedures for
described in Sub-clause 5.2 [Contractor's Documents]:
standard samples of Materials and samples specified in the
all at the Contractor's cost, and
I samples instructed by the Engineer as a Variation.
all be labelled as to origin and intended use in the Works.
_.

~~

ployer's Personnel shall at all reasonable times:

(b)

have full access to all parts of the Site and to all places from which natural
Materials are being obtained, and
during production, manufacture and construction (at the Site and elsewhere),
be entitled to examine, inspect, measure and test the materials and
workmanship, and to check the progress of manufacture of Plant and
production and manufacture of Materials.

The Contractor shall give the Employer's Personnel full opportunity to carry out these
activities, including providing access, facilities, permissions and safety equipment. No
such activity shall relieve the Contractor from any obligation or responsibility.
The Contractor shall give notice to the Engineer whenever any work is ready and
before it is covered up, put out of sight, or packaged for storage or transport. The
General Conditions

Q FlDlC 1999

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.

7.4

n
This Sub-clause shall apply to all tests specified in the Contract,
after Completion (if any).

L??

The Contractor shall provide all apparatus,


information, electricity, equipment, fuel, consum
specified tests efficiently. The Contractor shall ag
place for the specified testing of any Plant, Mat
The Engineer may, under Clause 13 [Varia
these varied or additional tests sh
is not in accordance with the Con

The Engineer shall give the


the Contractor may procee

eer, the time and

ments), vary the location or


arry out additional tests. If
Plant, Materials or workmanship
arrying out this Variation shall be

han 24 hours' notice of the Engineer's


oes not attend at the time and place agreed,
unless otherwise instructed by the Engineer,

If the Contractor suffe


the Engineer and shall be entitled subject to Sub-

for any such delay, if completion is or will be delayed,


[Extension of Time for Completion], and

this notice, the Engineer shall proceed in accordance with Sub-clause


tions] to agree or determine these matters.
ctor shall promptly forward to the Engineer duly certified reports of the

If, as a result of an examination, inspection, measurement or testing, any Plant,


Materials, design or workmanship is found to be defective or otherwise not in
accordance with the Contract, the Engineer may reject the Plant, Materials, design or
workmanship by giving notice to the Contractor, with reasons. The Contractor shall
then promptly make good the defect and ensure that the rejected item complies with
the Contract.
If the Engineer requires this Plant, Materials, design or workmanship to be retested,
the tests shall be repeated under the same terms and conditions. If the rejection and

26

8 FlDlC 1999

Conditions of Conlmct for Plan1 ond Design-Build

retesting cause the Employer to incur additional costs, the Contractor shall subject to
Sub-clause 2.5 [Employer'sClaims] pay these costs to the Employer.
..

7.6

Notwithstanding any previous test or certification, the Engineer may instruct the
Contractor to:

Remedial Work

remove from the Site and replace any Plant or Material


accordance with the Contract,
remove and re-execute any other work which is not i
Contract, and
execute any work which is urgently required
whether because of an accident, unforeseea

(a)

(b)
(c)

The Contractor shall comply with the instruction wit

le time, which shall

. Except to the extent that the


Contractor would have been entitled t
subject to Sub-clause 2.5
from this failure.
7.7
.

---.--.-I..

. ..

Ownership of Plant and


Materials

Each item of Plant and Mat


Country, become the pro
following times, free from

Piv

when it is deliv r@Rtq t e Site;


entitled to payment of the value of the Plant and
use 8.10 [Payment for Plant and Materials in Event of

(a)

7.8

._

..

the extent consistent with the Laws of the


ployer at whichever is the earlier of the
her encumbrances:

Royalties

....

stated in the Employer's Requirements, the Contractor shall pay all


other payments for:

and of other surplus


extent that disposal
reas within the Site are specified in the Contract.

CO

cement, Delays and Suspension


the Contractor not less than 7 days' notice of the
Commencement Date. Unless otherwise stated in the Particular Conditions, the
Commencement Date shall be within 42 days after the Contractor receives the Letter
of Acceptance.
The Contractor shall commence the design and execution of the Works as soon as is
reasonably practicable after the Commencement Date, and shall then proceed with
the Works with due expedition and without delay.

General Conditions

8 FlDlC 1999

27

The Contractor shall complete the whole of the Works, and each Section (if any),
within the Time for Completion for the Works or Section (as the case may be),
including:

8.2
Time for Completion

(b)

completing all work which is stated in the Contr

8.3
Programme
after receiving the notice under Sub-Cla

is inconsistent with actual progress or


programme shall include:
(a)

(b)

(c)

the order in which the Contra


anticipated timing of
procurement, manufactur
testing, commissioni
the periods for revi
for any other submi
the sequence

encement of Works]. The


er the previous programme
ractor's obligations. Each

carry out the Works, including the


elivery to Site, construction, erection,

Is and consents specified in the Employer's

spections and tests specified in the Contract, and

iption of the methods which the Contractor intends to


e major stages, in the execution of the Works, and
owing the Contractor's reasonable estimate of the number of
s of Contractor's Personnel and of each type of Contractor's

%
@

Engineer, within 21 days after receiving a programme, gives notice to the


s ting the extent to which it does not comply with the Contract, the
o r t shall proceed in accordance with the programme, subject to his other
under the Contract. The Employer's Personnel shall be entitled to rely
e programme when planning their activities.

Unle

$&

The Contractor shall promptly give notice to the Engineer of specific probable future
events or circumstances which may adversely affect the work, increase the Contract
rice or delay the execution of the Works. The Engineer may require the Contractor
to submit an estimate of the anticipated effect of the future event or circumstances,
and/or a proposal under Sub-clause 13.3 [Variation Procedure).
If, at any time, the Engineer gives notice to the Contractor that a programme fails (to
the extent stated) to comply with the Contract or to be consistent with actual progress
and the Contractor's stated intentions, the Contractor shall submit a revised
programme to the Engineer in accordance with this Sub-clause

Extension of Time' for


Completion

The Contractor shall be entitled subject to Sub-clause 20.1 [Contractor's Claims] to


an extension of the Time for Completion if and to the extent that completion for the

28

0 FlDlC 1999

Conditions of Contract for Plant and Design-Build

purposes of Sub-clause 10.1 raking Over of the Works and Sections] is or will be
delayed by any of the following causes:

(a)
(b)
(c)

(d)
(e)

a Variation (unless an adjustment to the Time for Completion has been agreed
under Sub-clause 13.3 [Variation Procedure]),
a cause of delay giving an entitlement to extension of time under a Sub-clause
of these Conditions,
exceptionally adverse climatic conditions,
Unforeseeable shortages in the availability o
epidemic or governmental actions, or
any delay, impediment or prevention caused
the Site.

extension of time under

Clause 20.1 [Contractor's Claims]. When


Sub-clause 20.1, the Engineer shall r
increase, but shall not decrease, the total ext

...

. -. ..

If the following conditions apply, na

Delays Caused by
Authorities

then this delay or di


paragraph (b) of Sub8.6

considered as a cause of delay under sub-

- - .. - .

-.

..- .

.- -

. .. ... . -

..

. -

__ - -

Rate of Progress

esult of a cause listed in Sub-clause 8.4 [Extension of Time for

, a revised programme and supporting report describing the


the Contractor proposes to adopt in order to expedite

less the Engineer notifies otherwise, the Contractor shall adopt these revised
methods, which may require increases in the working hours and/or in the numbers of
Contractor's Personnel and/or Goods, at the risk and cost of the Contractor. If these
revised methods cause the Employer to incur additional costs, the Contractor shall
subject to Sub-clause 2.5 [Employer's Claims] pay these costs to the Employer, in
addition to delay damages (if any) under Sub-clause 8.7 below.

8.7

___
.

.-

Delay Damages

__ .

..

..

. ..

_...

__.

_.

__ ..

. __.__. .

__ .

_..

.,

If the Contractor fails to comply with Sub-clause 8.2 [Time for Completion], the
Contractor shall subject to Sub-clause 2.5 [Employer's Claims] pay delay damages to
the Employer for this default. These delay damages shall be the sum stated in the
Appendix to Tender, which shall be paid for every day which shall elapse between the
Q FlDlC 1999

29

relevant Time for Completion and the date stated in the Taking-Over Certificate.
However, the total amount due under this Sub-Clause shall not exceed the maximum
amount of delay damages (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 15.2 [Termination by
Employer] prior to completion of the Works.
Contractor from his obligation to

Suspension of Work

%2

damage.

2 ;

The Engineer may also notify the cause f


the cause is notified and is the respons
Clauses 8.9, 8.10 and 8.1 1 shall not apply

on. If and to the extent that


ntractor, the following Sub-

8.9
Consequences of
Suspension

If the Contractor suffers delay a


instructions under Sub-clause
work, the Contractor shall g'
Sub-clause 20.1 [Contracto
(a)

an extension of

t from complying with the Engineer's


of Work] and/or from resuming the
ngineer and shall be entitled subject to

such delay, if completion is or will be delayed,


of Time for Completion], and
shall be included in the Contract Price.
Engineer shall proceed in accordance with Sub-clause
e or determine these matters.

t be entitled to an extension of time for, or to payment of the


ing good the consequences of the Contractor's faulty design,
workm hip or materials, or of the Contractor's failure to protect, store or secure in
acco a
with Sub-clause 8.8 [Suspension of Work].

4
8.11@j
8.10

Payment for Plant and


Materials in Event of
Suspension

actor shall be entitled to payment of the value (as at the date of suspension)
and/or Materials which have not been delivered to Site, if:

the work on Plant or delivery of Plant and/or Materials has been suspended for
more than 28 days, and
the Contractor has marked the Plant and/or Materials as the Employer's
property in accordance with the Engineer's instructions.

Pro1 ge

30

us e ion

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 to
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 13 [Variations and Adjustments] of the
affected part of the Works. If the suspension affects the whole of the Works, the
Contractor may give notice of termination under Sub-clause 16.2 [Termination by
Contractor].
Q FlDlC 1999

Conditions 01 Contract for Plant and Design-Build

After the permission or instruction to proceed is given, the Contractor and the
Engineer shall jointly examine the Works and the Plant and Materials affected by the
suspension, The Contractor shall make good any deterioration or defect in or loss of
the Works or Plant or Materials, which has occurred during the suspension.

8.12
Resumption of Work

n Completion
9.1

Contractor's Obligations

The Contractor shall carry out the Tests on Completi


and Sub-clause 7.4 [Testing],after providing the do
Clause 5.6 Bs-Built Documents] and Sub-clause
Manuals].
ays' notice of the date after
the Tests on Completion.
ied out within 14 days after

The Contractor shall give to the Engineer not les


which the Contractor will be ready to car
Unless otherwise agreed, Tests on Complet
this date, on such day or days as the Engin

he Tests on Completion shall be

Unless otherwise stated in the Particula

emonstrate that each item of Plant can


include the specified operational tests to
or Section can be operated safely and as

e with the Contract.

specified in the Employer's Requirements and with the Schedule

constitute a taking-over under Clause 10 [Employer's Taking


otherwise stated in the Particular Conditions, any product produced by
shall be the property of the Employer.
the results of the Tests on Completion, the Engineer shall make
of any use of the Works by the Employer on the performance
of the Works. As soon as the Works, or a Section, have
passed each of the Tests on Completion described in sub-paragraph(a), (b) or (c), the
Contractor shall submit a certified report of the results of these Tests to the Engineer.
._

... - .

. _.-

. -. .

.. ..

- . - - ..... . . __-.. ..

.. . .

-- . .

If the Tests on Completion are being unduly delayed by the Employer, Sub-clause 7.4
[Testing] (fifth paragraph) and/or Sub-clause 10.3 [Interference with Tests on
Completion] shall be applicable.

If the Tests on Completion are being unduly delayed by the Contractor, the Engineer
may by notice require the Contractor to carry out the Tests within 21 days after
receiving the notice. The Contractor shall carry out the Tests on such day or days
General Conditions

0 FlDlC 1999

31

within that period as the Contractor may fix and of which he shall give notice to the
Engineer.
If the Contractor fails to carry out the Tests on Completion within the period of 21
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
accurate.

9.3

..

If the Works, or a Section, fail to pass the Tests o


[Rejection] shall apply, and the Engineer or the Contra
and Tests on Completion on any related work, to
and conditions.

Retesting

9.4

nder the same terms

___

Failure to Pass Tests on


Completion

If the Works, or a Section, fail to pass the Te


Clause 9.3 [Retesting], the Engineer shall
(a)
(b)

order further repetition


if the failure deprives

(c)

event the Employe


paragraph (c) of Su
issue a Taking-Over

pletion repeated under Sub-

under Sub-clause 9.3;


ntially the whole benefit of the
ction (as the case may be), in which
remedies as are provided in subo Remedy Defects]; or
e Employer so requests.

e Contractor shall then proceed in accordance


ontract, and the Contract Price shall be reduced
iate to cover the reduced value to the Employer
the relevant reduction for this failure is stated (or its
fined) in the Contract, the Employer may require the
both Parties (in full satisfaction of this failure only) and
-Over Certificate is issued, or (ii) determined and paid under
yer's Claims] and Sub-clause 3.5 [Determinations].

In the event of sub-pa


with all other obli

10.1
Taking Over of the
Works and Sections

fi

\w

s stated in Sub-clause 9.4 (Failure to Pass Tests on Completion], the Works


be taken over by the Employer when (i) the Works have been completed in
with the Contract, including the matters described in Sub-clause 8.2
and except as allowed in sub-paragraph (a) below, and (ii) a
for the Works has been issued, or is deemed to have been
issued in accordance with this Sub-clause.
The Contractor may apply by notice to the Engineer for a Taking-Over Certificate not
earlier than 14 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 Certificate for each Section.
The Engineer shall, within 28 days after receiving the Contractor's application:
(a)

32

issue the Taking-Over Certificate to the Contractor, stating the date on which
the Works or Section were completed in accordance with the Contract, except

0 FlDlC 1999

Conditions of Contract for Plant and Design-Build

(b)

for any minor outstanding work and defects which will not substantially affect
the use of the Works or Section for their intended purpose (either until or whilst
this work is completed and these defects are remedied); or
reject the application, giving reasons and specifying the work required to be
done by the Contractor to enable the Taking-Over Certificate to be issued. The
Contractor shall then complete this work before issuing a further notice under
this Sub-clause.

If the Engineer fails either to issue the Taking-Over Certificat


Contractor's application with the period of 28 days,
the case may be) are substantially in accordance
period.
10.2
Taking Over
of Parts of the Works

The Engineer may, at the sole discretion


Certificate for any part of the Permanent WO
The Employer shall not use any part of
measure which is either specified in the C
and until the Engineer has issued
if the Employer does use any part
is issued:

ther than as a temporary


agreed by both Parties) unless
rtificate for this part. However,
re the Taking-Over Certificate

ed to have been taken over as from the


(b)

date on which it
the Contractor s

(c)

if requested

ble for the care of such part as from this


r, the Engineer shall issue a Taking-Over

a Taking-Over Certificate for a part of the Works, the


n the earliest opportunity to take such steps as may be
y outstanding Tests on Completion. The Contractor shall
ompletion as soon as practicable before the expiry date of
the relev n Defects Notification Period.

@i?/yq

c r incurs Cost as a result of the Employer taking over and/or using a


orks, other than such use as is specified in the Contract or agreed by the
r the Contractor shall (i) give notice to the Engineer and (ii) be entitled
Sub-clause 20.1 [Contractor's Claims] to payment of any such Cost plus
r s
ble profit, which shall be included in the Contract Price. After receiving this
notic
the Engineer shall proceed in accordance with Sub-clause 3.5
eterminations] to agree or determine this Cost and profit.

Q&

If a Taking-Over Certificate has been issued for a part of the Works (other than a
Section), the delay damages thereafter for completion of the remainder of the Works
shall be reduced. Similarly, the delay damages for the remainder of the Section (if any)
in which this part is included shall also be reduced. For any period of delay after the
date stated in this Taking-Over Certificate, the proportional reduction in these delay
damages shall be calculated as the proportion which the value of the part so certified
bears to the value of the Works or Section (as the case may be) as a whole. The
Engineer shall proceed in accordance with Sub-Clause 3.5 [Determinations] to agree
or determine these proportions. The provisions of this paragraph shall only apply to
the daily rate of delay damages under Sub-clause 8.7 [Delay Damages], and shall not
affect the maximum amount of these damages.

General Conditions

Q FlDlC 1999

33

10.3
Interference with Tests
on Completion

If the Contractor is prevented, for more than 14 days, from carrying out the Tests 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 Completion would otherwise have been completed.

The Engineer shall then issue a Taking-Over Certificate accordingly, and the
Contractor shall carry out the Tests on Completion as soon as prac
expiry date of the Defects Notification Period. The Engineer shal
Completion to be carried out by giving 14 days' notice and '
relevant provisions of the Contract.
If the Contractor suffers delay and/or incurs Cost as
out the Tests on Completion, the Contractor shall
be entitled subject to Sub-clause 20.1 [Contract
(a)
(b)

an extension of time for any such


under Sub-clause 8.4 [Extension of
payment of any such Cost plus reas
Contract Price.

After receiving this notice, the

Surfaces Requiring
Reinstatement

Except as otherwise stated i


part of the Works shall

hich shall be included in the

in accordance with Sub-clause

ver Certificate, a certificate for a Section or


certify completion of any ground or other

11.1
and Contractor's Documents, and each Section, shall be in
y the Contract (fair wear and tear excepted) by the expiry date
Notification Period or as soon as practicable thereafter, the

Remedying Defects

work which is outstanding on the date stated in a Taking-Over


ificate, within such reasonable time as is instructed by the Engineer,
execute all work required to remedy defects or damage, as may be notified by
(or on behalf of) the Employer on or before the expiry date of the Defects
Notification Period for the Works or Section (as the case may be).
or damage occurs, the Contractor shall be notified accordingly, by
(or on behalf of) the Employer.
11.2
Cost
Defects
O

All work referred to in sub-paragraph (b) of Sub-clause 11.1 [Completion of


Outstanding Work and Remedying Defects] shall be executed at the risk and cost of
the Contractor, if and to the extent that the work is attributable to:

(a)
(b)

34

the design of the Works, other than a part of the design for which the Employer
is responsible (if any),
Plant, Materials or workmanship not being in accordance with the Contract,

Q FiDiC 1999

Coriditions of Contract for Plant and Oesign-Build

improper operation or maintenance which was attributableto matters for which


the Contractor is responsible (under Sub-Clauses 5.5 to 5.7 or otherwise), or
failure by the Contractor to comply with any other obligation.

(c)
(d)

If and to the extent that such work is attributable to any other cause, the Contractor
shall be notified promptly by (or on behalf of) the Employer, and Sub-clause 13.3
(Variation Procedure] shall apply.

Extension of Defects
Notification Period

The Employer shall be entitled subject to Sub-clause 2.5 [


extent that the Works, Section or a major item of
taking over) cannot be used for the purposes fo
of a defect or damage. However, a Defects Notifica
by more than two years.
If delivery and/or erection of Plant and/or M
8.8 [Suspension of Work] or Sub-clause 1

Failure to Remedy
Defects

may be fixed by (or on


is to be remedied. The

remedial work was

Entitlement to Suspend

er, on or by which the defect or damage


iven reasonable notice of this date.
efect or damage by this notified date and this
the cost of the Contractor under Sub-clause
ts], the Employer may (at his option):
imself or by others, in a reasonable manner and at the
but the Contractor shall have no responsibility for this work;
r shall subject to Sub-clause 2.5 [Employer's Claims] pay to

Engineer to agree or determine a reasonable reduction in the


or damage deprives the Employer of substantially the whole benefit
or any major part of the Works, terminate the Contract as a whole,
respect of such major part which cannot be put to the intended use.
hout prejudice to any other rights, under the Contract or otherwise, the
mployer shall then be entitled to recover all sums paid for the Works or for
such part (as the case may be), plus financing costs and the cost of dismantling
the same, clearing the Site and returning Plant and Materials to the Contractor.

- -

._

-.

..

.-

- - --

.-

__

If the defect or damage cannot be remedied expeditiously on the Site and the
Employer gives consent, the Contractor may remove from the Site for the purposes
of repair such items of Plant as are defective or damaged. This consent may require
the Contractor to increase the amount of the Performance Security by the full
replacement cost of these items, or to provide other appropriate security.
11.6

.. . .

..

.. -

. . .. .

Further Tests

If the work of remedying of any defect or damage may affect the performance of the
Works, the Engineer may require the repetition of any of the tests described in the

General Conditions

Q FlDlC 1999

35

...

'1

Contract, including 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 applicable to the
previous tests, except that they shall be carried out at the risk and cost of the Party
liable, under Sub-clause 11.2 [Cost of Remedying Defects],
remedial work.

Until the Performance Certificate has been issued, the


of access to all parts of the Works and to record
I

restrictions.

i
I

z i

11.8

Contractor to Search

-. . - _.. -

for the cause of any defect,


o be remedied at the cost of
edying Defects], the Cost of the

The Contractor shall, if required by the E

search plus reasonable profit shall


accordance with Sub-clause 3.5 [
Contract Price.
11.9

Performance Certificate

... .

.. .

.. .

-. ..- ._ .-

s shall not be considered to have been

Performance of the Con


completed until the Engin
stating the date on whic

PerformanceCertificate to the Contractor,

Notification Periods, or as soon thereafter as the

11.10 -

---

Unfulfilled Obligations

- -. ..- . -

-- .- - - ---

erformance Certificate has been issued, each Party shall remain liable for

- .--

- ..

. .

.. .-.

..- .

-.

- -. - - -

.-

.-

__

remaining Contractor's Equipment, surplus material, wreckage, rubbish and


Temporary Works from the Site.
If all these items have not been removed within 28 days after the Employer receives a
copy of the Performance Certificate, 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 attributable 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
balance to the Employer.

36

0 FlDlC 1999

Conditions of Contract for Plant and Design-Build

39

Tes

12.1
Procedure for Tests
after Completion

f&Jompletion
If Tests after Completion are specified in the Contract, this Clause shall apply. Unless
otherwise stated in the Particular Conditions, the Employer shall:
(a)

provide all electricity, equipment, fuel, instruments,


suitably qualified and experienced staff, as are necessa
after Completion efficiently, and
carry out the Tests after Completion in accof

(b)

uals supplied

and such guidance as the Contractor m


of these Tests; and in the presence of
Party may reasonably request.

sonnel as either

The Tests after Completion shall be carried


give to the Contractor 21 days' not
Completion will be carried out. Unless
out within 14 days after this date, o
If the Contractor does not att
proceed with the Tests a
in the Contractor's pre
accurate.

shall be deemed to have been made


actor shall accept the readings as

tion shall be compiled and evaluated by both


e taken of the effect of the Employer's prior use

The results of the

12.2

ost as a result of any unreasonable delay by the Employer to

Delayed Tests

asons not attributable to the Contractor, a Test after Completion on the Works
cannot be completed during the Defects Notification Period (or any
er period agreed upon by both Parties), then the Works or Section shall be deemed
this Test after Completion.
~

- __

--

--

_.

-_

If the Works, or a Section, fail to pass the Tests after Completion:


(a)
(b)

sub-paragraph (b) of Sub-clause 11.1 [Completion of Outstanding Work and


Remedying Defects] shall apply, and
either Party may then require the failed Tests, and the Tests after Completion on
any related work, to be repeated under the same terms and conditions.

If and to the extent that this failure and retesting are attributable to any of the matters
listed in sub-paragraphs (a) to (d) of Sub-Clause 11.2 [Cost of Remedying Defects]
General Conditions

0 FlDlC 1999

37

and cause the Employer to incur additional costs, the Contractor shall subject to SubClause 2.5 [Employer'sClaims] pay these costs to the Employer.
12.4

Failure to Pass Tests


after Completion

__

If the following conditions apply, namely:

I
I

(b)

t f ; I:
f
0

(c)

0 8
.- -1

the relevant sum payable as non-performance damages fo


(or its method of calculation is defined) in the Contra
the Contractor pays this relevant sum to the Empl
Notification Period,

Completion.
I

If the Works, or a Section, fail to pass a


proposes to make adjustments or modifi

B9 i

the Works or Section cannot be gi


The Contractor shall then remain I
and to satisfy this Test, within a re
of) the Employer of the t
Contractor does not receiv
case may be) shall be deem

If the Contractor i
Employer in permi

tion and the Contractor


oyer that right of access to
is convenient to the Employer.
e adjustments or modifications

relevant Defects Notification Period,


ssed this Test after Completion.

ost as a result of any unreasonable delay by the


he Works or Plant by the Contractor, either to
pass a Test after Completion or to carry out any
Contractor shall (i) give notice to the Engineer and
use 20.1 [Contractor's Claims] to payment of any
fit, which shall be included in the Contract Price.
e, the Engineer shall proceed in accordance with Sub-clause

13.1

ions may be initiated by the Engineer at any time prior to issuing the Taking-Over
a proposal. A Variation shall not comprise the omission of any work which is
carried out by others.

it

The Contractor shall execute and be bound by each Variation, unless the Contractor
promptly gives notice to the Engineer stating (with supporting particulars) that (i) the
Contractor cannot readily obtain the Goods required for the Variation, (ii) it will reduce
the safety or suitability of the Works, or (iii) it will have an adverse impact on the
achievement of the Schedule of Guarantees. Upon receiving this notice, the Engineer
shall cancel, confirm or vary the instruction.
13.2

Value Engineering

The Contractor may, at any time, submit to the Engineer a written proposal which (in
the Contractor's opinion) will, if adopted, (i) accelerate completion, (ii) reduce the cost

38

0 FlDlC 1999

Conditions of Contract for Plant and Design-Build

to the Employer of executing, maintaining or operating the Works, (iii) improve the
efficiency or value to the Employer of the completed Works, or (iv) otherwise be of
benefit to the Employer.

The proposal shall be prepared at the cost of the Contractor and shall include the
items listed in Sub-clause 13.3 [Variation Procedure].

13 3

-.

-.

__ ._ __ - -

.-

.-_

- __ -

. __ . --

.- --

If the Engineer requests a proposal, prior to


respond in writing as soon as practicable, either by giving r
comply (if this is the case) or by submitting:

Variation Procedure

a description of the proposed


programme for its execution,
the Contractor's proposal for

(a)
(b)

performed and a

I
v)

Time for Completion, and

I___.g such proposal (under Subwith approval, disapproval or


ilst awaiting a response.

The Engineer shall, as soon as pr


Clause 13.2 [Value Engineering] o
comments. The Contractor shall

irements for the recording of Costs,

Each instruction to execute a Variati


shall be issued by the Enginee

e Engineer shall proceed in accordance


agree or determine adjustments to the
Payments. These adjustments shall include
nt of the Contractor's submissions under Sub-

Contract Price and t


Clause 13.2 [Value
'13.4

- .

__

..

Payment in Applicable
Currencies

.-

..

If the Contra

..

- . . - . . -. . - . -

..

more than one currency,


ent is agreed, approved or determined as stated above, the
be specified. For this
currency proportions of
currencies specified for
..

accordance with the


r's instructions, and the Contract Price shall be adjusted accordingly. The total
the work, supplies or
shall have instructed.
r each Provisional Sum, the Engineer may instruct:

(b)

work to be executed (including Plant, Materials or services to be supplied) by the


Contractor and valued under Sub-clause 13.3 [Variation Procedure]; and/or
Plant, Materials or services to be purchased by the Contractor, for which there
shall be included in the Contract Price:
(i)
(ii)

General Conditions

13.5

Provisional Sums

..

Q FlDlC 1999

the actual amounts paid (or due to be paid) by the Contractor, and
a sum for overhead charges and profit, calculated as a percentage of
these actual amounts by applying the relevant percentage rate (if any)
stated in the appropriate Schedule. If there is no such rate, the
percentage rate stated.in the Appendix to Tender shall be applied.

39

The Contractor shall, when required by the Engineer, produce quotations, invoices,
vouchers and accounts or receipts in substantiation.

For work of a minor or incidental nature, the Engineer may instruct that a Variation shall
be executed on a daywork basis. The work shall then be valued in accordance with the
daywork schedule included in the Contract, and the following pro
a daywork schedule is not included in the Contract, this Sub-Clau
Before ordering Goods for the work, the Contractor shall
Engineer. When applying for payment, the Contractor
and accounts or receipts for any Goods.
Except for any items for which the daywork s
due, the Contractor shall deliver each day to
duplicate which shall include the following
the previous day's work:
(a)
(b)
(c)

@-

the names, occupations and time of


the identification, type and ti
Works, and
the quantities and types o

One copy of each statement


and returned to the Con
these resources to the
Sub-clause 14.3 [Appli
13.7

--

Adjustments for
Changes in Legislation

...

that payment is not


urate statements in
resources used in executing

- . ._- .

The Contract Price

ntr&or's Personnel,
or's Equipment and Temporary

or when agreed, be signed by the Engineer


ctor shall then submit priced statements of
heir inclusion in the next Statement under
rim Payment Certificates].

- . -.

_.- . ._ ,

-.

-.

- --

djusted to take account of any increase or decrease in


in the Laws of the Country (including the introduction of
odification of existing Laws) or in the judicial or official
tion of such Laws, made after the Base Date, which affect the
mance of obligations under the Contract.

suffers (or will suffer) delay and/or incurs (or will incur) additional Cost
changes in the Laws or in such interpretations, made after the
shall give notice to the Engineer and shall be entitled
Sub-clause 20.1 [Contractor's Claims] to:
of time for any such delay, if completion is or will be delayed,
under Sub-clause 8.4 [Extension of Time for Completion],and

3.5 [Determinafions] to agree or determine these matters.

In this Sub-clause, "table of adjustment data" means the completed table of


adjustment data included in the Appendix to Tender. If there is no such table of
adjustment data, this Sub-clause shall not apply.
If this Sub-clause applies, the amounts payable to the Contractor shall be adjusted
for rises or falls in the cost of labour, Goods and other inputs to the Works, by the
addition or deduction of the amounts determined by the formulae prescribed in this
Sub-clause. To the extent that full compensation for any rise or fall in Costs is not

40

Q FlDlC 1999

Conditions of Contract for Plant and Dcslgn~Bulld

covered by the provisions of this or other Clauses, the Accepted Contract Amount
shall be deemed to have included amounts to cover the contingency of other rises and
falls in costs.
The adjustment to be applied to the amount otherwise payable to the Contractor, as
valued in accordance with the appropriate Schedule and certified in Payment

Pn = a

+ b ! 8 + c &! + dm + ...

where:
in the relevant currency of the work
a month unless otherwise stated in

"a" is a fixed coefficient, stated in


representing the non-adjustable porti
cost element related to the
table of adjustment data; s
resources such as labo

able of adjustment data,

orks, as stated in the relevant


lements may be indicative of
t indices or reference prices for period
f payment, each of which is applicable

to the relevant tab


icular Payment Certificate relates); and
base cost indices or reference prices, expressed

ce prices stated in the table of adjustment data shall be


doubt, it shall be determined by the Engineer. For this

although these dates (and thus these values) may not correspond to

re the "currency of index" (stated in the table) is not the relevant currency
each index shall be converted into the relevant currency of payment at
rate, established by the central bank of the Country, of this relevant

tit such time as each current cost index is available, the Engineer shall determine a
provisional index for the issue of Interim Payment Certificates. When a current cost
index is available, the adjustment shall be recalculated accordingly.
If the Contractor fails to complete the Works within the Time for Completion,
adjustment of prices thereafter shall be made using either (i) each index or price
applicable on the date 49 days prior to the expiry of the Time for Completion of the
Works, or (ii) the current index or price: whichever is more favourable to the Employer.
The weightings (coefficients) for each of the factors of cost stated in the table(s) of
adjustment data shall only be adjusted if they have been rendered unreasonable,
unbalanced or inapplicable, as a result of Variations.
General Conditions

0 FlDlC 1999

41

.--

Con
I&rice

and Payment

14.1

The Contract Price

(a)

ga i;
O

Unless otherwise stated in the Particular Conditions:

(b)

s i1
i

(c)

(d)

the Contract Price shall be the lump


subject to adjustments in accordance
the Contractor shall pay all taxes, duties and fees
under the Contract, and the Contract Price s
these costs, except as stated in Sub-clause 13
Legislafion];
any quantities which may be set out in a
Works which the
are not to be taken as the actual and CO
Contractor is required to execute: and
in a Schedule shall be used
any quantities or price data which
for the purposes stated in the
purposes.

However, if any part of the Works


done, the provisions for
Particular Conditions. The
adjustments in accordance
14.2

quantity supplied or work


subject to

.-

Advance Payment

The Employer shall m


mobilisation and
this Sub-Clause.
more than one), an
the A p p e n d w n w

vance payment, as an interest-free loan for


ntractor submits a guarantee in accordance with
ayment, the number and timing of instalments (if
le currencies and proportions, shall be as stated in

Unless an U til the


is not state 'n

ployer receives this guarantee, or if the total advance payment


endix to Tender, this Sub-clause shall not apply.

all issue an Interim Payment Certificate for the first instalment after
ement (under Sub-clause 14.3 Wpplication for Interim Payment
d after the Employer receives (i)the Performance Security in accordance
use 4.2 [Performance Security] and (ii) a guarantee in amounts and
equal to the advance payment. This guarantee shall be issued by an entity
within a country (or other jurisdiction) approved by the Employer, and shall
the form annexed to the Particular Conditions or in another form approved by

he Contractor shall ensure that the guarantee is valid and enforceable until the
advance payment has been repaid, but its amount may be progressively reduced by
the amount repaid by the Contractor as indicated in the Payment Certificates. If the
terms of the guarantee specify its expiry date, and the advance payment has not been
repaid by the date 28 days prior to the expiry date, the Contractor shall extend the
validity of the guarantee until the advance payment has been repaid.
The advance payment shall be repaid through percentage deductions in Payment
Certificates. Unless other percentages are stated in the Appendix to Tender:
(a)

42

deductions shall commence in the Payment Certificate in which the total of all
certified interim payments (excluding the advance payment and deductions and

Q FlDlC 1999

Conditions of Contract for Plant and Design-Build

(b)

repayments of retention) exceeds ten per cent (10%) of the Accepted Contract
Amount less Provisional Sums; and
deductions shall be made at the amortisation rate of one quarter (25%) of the
amount of each Payment Certificate (excluding the advance payment and
deductions and repayments of retention) in the currencies and proportions of the
advance payment, until such time as the advance payment has been repaid.

If the advance payment has not been repaid prior to the issue
Certificate for the Works or prior to termination under
Employer],Clause 16 [Suspension and Termination by CO
Majeure] (as the case may be), the who1
outstanding shall immediately become due and paya
Employer.
14.3

-.

____..
.

Payment Certificates

the period of payment stated in the Cont

which shall include the relevant report


4.2 1 [Progress Reports].
The Statement shall include
expressed in the various curl
sequence listed:

- .- - . . _.
- .. . .

, after the end of each


er with supporting documents
accordance with Sub-clause

ms, as applicable, which shall be

end of the month (including Variations but


deducted for changes in legislation and changes
Sub-clause 13.7 [Adjustments for Changes in
ause 13.8 pdjustments for Changes in Cost]:
deducted for retention, calculated by applying the
ion stated in the Appendix to Tender to the total of the

in accordance with Sub-Clause 14.2 [Advance Payment];


s to be added and deducted for Plant and Materials in accordance
ause 14.5 [Plant and Materials intended for the Works];
er additions or deductions which may have become due under the
ct or otherwise, including those under Clause 20 [Claims, Disputes and
the deduction of amounts certified in all previous Payment Certificates.

If the Contract includes a Schedule of Payments specifying the instalments in which


the Contract Price will be paid, then, unless otherwise stated in this Schedule:
(a)

(b)

(c)
General Conditions

the instalments quoted in the Schedule of Payments shall be the estimated


contract values for the purposes of sub-paragraph (a) of Sub-clause 14.3
[Application for Interim Payment Certificates];
Sub-clause 14.5 [Plant and Materials intended for the Works] shall not apply;
and
if these instalments are not defined by reference to the actual progress
achieved in executing the Works, and if actual progress is found to be less than

0 FlDlC 1999

43

that on which the Schedule of Payments was based, then the Engineer may
proceed in accordance with Sub-clause 3.5 [Determinations] to agree or
determine revised instalments, which shall take account of the extent to which
progress is less than that on which the instalments were previously based.

If the Contract does not include a Schedule of Payments, the Contractor shall submit
non-bindingestimates of the payments which he expects to beco
Commencement Date. Revised estimates shall be submitt
until the Taking-Over Certificate has been issued for the WO
14.5

Plant and Materials


intended for the Works

. .- - -

-.-.

__

If this Sub-clause applies, Interim Payment C


paragraph (e) of Sub-clause 14.3, (i) an amount

Permanent Works under sub-paragraph (a)


Payment Certificates].
If the lists referred to in sub-paragra
Appendix to Tender, this Sub-Clause

14.3 cL\pplication for Interim

(i) below are not included in the

addition if the following conditions are

The Engineer shall determine an


satisfied:
(a)

aterials which have

the Contractor has:


ds (including the orders, receipts, Costs and use
which are available for inspection, and
nt of the Cost of acquiring and delivering the Plant
Site, supported by satisfactory evidence;

t and Materials:

are those listed in the Appendix to Tender for payment when shipped,
have been shipped to the Country, en route to the Site, in accordance
ith the Contract; and
are described in a clean shipped bill of lading or other evidence of
shipment, which has been submitted to the Engineer together with
evidence of payment of freight and insurance, any other documents
reasonably required, and a bank guarantee in a form and issued by an
entity approved by the Employer in amounts and currencies equal to the
amount due under this Sub-clause: this guarantee may be in a similar
form to the form referred to in Sub-clause 14.2 [Advance Payment] and
shall be valid until the Plant and Materials are properly stored on Site and
protected against loss, damage or deterioration;
or
(c)

the relevant Plant and Materials:


(i)
(ii)

44

0 FlDlC 1999

are those listed in the Appendix to Tender for payment when delivered to
the Site, and
have been delivered to and are properly stored on the Site, are protected
against loss, damage or deterioration, and appear to be in accordance
with the Contract.
Conditions of Conlracl for Plan1 and Design-Build

The additional amount to be certified shall be the equivalent of eighty 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 and of the
contract value of the Plant and Materials.
The currencies for this additionalamount shall be the same as those in which payment
will become due when the contract value is included under subClause 14.3 [Application for lnterim Payment Certificates].At
Certificate shall include the applicable reduction which shall
the same currencies and proportions as, this additional amou
and Materials.
14 6

.. .

Issue of Interim Payment


Certificates

_ _.. _

No amount will be certified or paid until the Employ


Performance Security. Thereafter, the Engineer shal
Statement and supporting documents, issue

and approved the


oyer an Interim Payment

due, with supporting particulars.


However, prior to issuing the Takin

the Works, the Engineer shall


an amount which would (after

Certificates (if any) stated in


give notice to the Contract0
An Interim Payment Cert

(a)

if any thing su

t be withheld for any other reason,

e by the Contractor is not in accordance with


has been completed; and/or
is failing to perform any work or obligation in

14.7

. .-

., .

.. . .

Payment

the first instalment of the advance payment within 42 days after issuing the
Letter of Acceptance or within 21 days after receiving the documents in
accordance with Sub-clause 4.2 [Performance Security] and Sub-clause 14.2
[Advance Payment], whichever is later;
the amount certified in each Interim Payment Certificatewithin 56 days after the
Engineer receives the Statement and supporting documents; and
the amount certified in the Final Payment Certificate within 56 days after the
Employer receives this Payment Certificate.
Payment of the amount due in each currency shall be made into the bank account,
nominated by the Contractor, in the payment country (for this currency) specified in
the Contract.
General Conditions

0 FlDlC 1999

45

14.8
Delayed Payment

If the Contractor does not receive payment in accordance with Sub-clause 14.7
[Payment),the Contractor shall be entitled to receive financing charges compounded
monthly on the amount unpaid during the period of delay. This period shall be deemed
to commence on the date for payment specified in Sub-clause 14.7 [Payment],
irrespective (in the case of its sub-paragraph (b)) of the date on which any lnterim
Payment Certificate is issued.
Unless otherwise stated in the Particular Conditions, these fina
calculated at the annual rate of three percentage points ab
central bank in the country of the currency of payment, and s

and without prejudice to any other right or reme


14 g
Payment of Retention
Money

Works, and the Works have

the Section passes all tests.

the Retention Money shall be certified


Promptly after the latest of the e
outstanding balance of
payment to the Contrac

the Defects Notification Periods, the


all be certified by the Engineer for
ficate was issued for a Section, the
Defects Notification Period for the Section.

paid promptly after the e


However, if any w
Clause 12 [Tests
certification of the

executed under Clause 11 [Defects Liability] or


the Engineer shall be entitled to withhold

1,

ach Section shall be the percentage value of the Section


x to Tender, If the percentage value of a Section is not stated
r, no percentage of either half of the Retention Money shall
b-Clause in respect of such Section.

14.10
Statement at Completion

ys after receiving the Taking-Over Certificate for the Works, the


six copies of a Statement at completion with
with Sub-clause 14.3 [Application for lnterim

the value of all work done in accordance with the Contract up to the date stated
in the Taking-Over Certificate for the Works,
any further sums which the Contractor considers to be due, and
an estimate of any other amounts which the Contractor considers will become
due to him under the Contract. Estimated amounts shall be shown separately
in this Statement at completion.
The Engineer shall then certify in accordance with Sub-clause 14.6 [Issue of lnterim
Payment Certificates].

Application for Final


Payment Certificate

Within 56 days after receiving the Performance Certificate, the Contractor shall
submit, to the Engineer, six copies of a draft final statement with supporting
documents showing in detail in a form approved by the Engineer:

46

0 FlDlC 1999

Conditions of Contract for Plant and Design-Build

(a)
(b)

the value of all work done in accordance with the Contract, and
any further sums which the Contractor considers to be due to him under the
Contract or otherwise.

If the Engineer disagrees with or cannot verify any part of the draft final statement, the
Contractor shall submit such further information as the Engineer may reasonably
require and shall make such changes in the draft as may be agre
The Contractor shall then prepare and submit to the Engineer
agreed. This agreed statement is referred to in these CO
Statement".
However if, following discussions between the Enginee
changes to the draft final statement which are ag
dispute exists, the Engineer shall deliver to the
nder Sub-clause 20.4
Clause 20.5 Pmicable
o the Employer (with a
copy to the Engineer) a Final Statement.
14.12

or shall submit a written discharge


represents full and final settlement

When submitting the Final Sta


which confirms that the total o

Discharge

ve when the Contractor has received the

discharge may state that it

14.13

the Final Statement and written discharge in

Issue of Final Payment


Certificate

.11 (Application for Final Payment Certificate] and


, the Engineer shall issue, to the Employer, the Final

yer, as the case may be.

fFi\
r's

Liability

[Discharge], the Engineer shall request the Contractor to do so. If the


ntractor fails to submit an application within a period of 28 days, the Engineer
all issue the Final Payment Certificate for such amount as he fairly determines to
be due.

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
Contractor shall have included an amount expressly for it:
(a)
(b)

General Conditions

in the Final Statement and also


(except for matters or things arising after the issue of the Taking-Over Certificate
for the Works) in the Statement at completion described in Sub-clause 14.10
[Statement at Completion].

8 ADIC 1999

47

However, this Sub-clause shall not limit the Employer's liability under his indemnification obligations, or the Employer's liability in any case of fraud, deliberate default
or reckless misconduct by the Employer.
14.15

. - . .-

Currencies of Payment

3 1

__ . -

.-

-.

-.

The Contract Price shall be paid in the currency or currencies named in the Appendix
to Tender. Unless otherwise stated in the Particular Conditions
currency is so named, payments shall be made as follows:
(a)

if the Accepted Contract Amount was expressed in L

3 i

7 .
(ii)

Parties:
payments and deductions un
and Sub-clause 13.7 [Adjus
made in the applicable curre
Clause 14.3 [Applica
in the currencies and

(b)

-paragraphs (a) to (d) of Subnt Certificates] shall be made


in sub-paragraph(a)(i)above;

payment of the dama


the currencies and pr
ended by the Employer, or in such currency

(d)

if any amou

Contractor to the Employer in a particular

Contractor in other currencies; and

15.1
Notice to Correct

ractor fails to carry out any obligation under the Contract, the Engineer may

he Employer shall be entitled to terminate the Contract if the Contractor:

(b)
(c)

fails to comply with Sub-clause 4.2 [Performance Security] or with a notice


under Sub-clause 15.1 [Notice to Correct],
abandons the Works or otherwise plainly demonstrates the intention not to
continue performance of his obligations under the Contract,
without reasonable excuse fails:
(i)

(ii)

48

0 FlDlC 1999

to proceed with the Works in accordance with Clause 8


[Commencement,Delays and Suspension],or
to comply with a notice issued under Sub-clause 7.5 [Rejection]or SubClause 7.6 [Remedial Work],within 28 days after receiving it,
Conditions of Contract for Plan1 and Design-Build

(d)
(e)

(9

subcontracts the whole of the Works or assigns the Contract without the
required agreement,
becomes bankrupt or insolvent, goes into liquidation, has a receiving or
administration order made against him, compounds with his creditors, or
carries on business under a receiver, trustee or manager for the benefit of his
creditors, or if any act is done or event occurs which (under applicable Laws)
has a similar effect to any of these acts or events, or
gives or offers to give (directly or indirectly) to any
commission or other thing of value, as an
(i)
(ii)

for doing or forbearing to do any action in


for showing or forbearing to show favour
relation to the Contract,

ontract, or
any person in

or if any of the Contractor's Personnel, agents or SubcbRtCssl'ors gives or offers to


or reward as is
give (directly or indirectly) to any person
described in this sub-paragraph (9. However,
Contractor's Personnel shall not entitle termi

or (0, the Employer may by notice

The Contractor shall th


Contractor's Docume

Works.

o so. The Employer and these entities may then use any Goods,
by or on behalf of the

ipment and Temporary


. The Contractor shall
ly arrange their removal, at the risk and cost of the Contractor. However, if by
Contractor has failed to make a payment due to the Employer, these
yment. Any balance of

As soon as practicable after a notice of termination under Sub-clause 15.2


[Termination by Employer] has taken effect, the Engineer shall proceed in accordance
with Sub-clause 3.5 [Determinations] to agree or determine the value of the Works,
Goods and Contractor's Documents, and any other sums due to the Contractor for
work executed in accordance with the Contract.

Payment after
Termination

After a notice of termination under Sub-clause 15.2 [Termination by Employer] has


taken effect, the Employer may:

General Conditions

Q FlDlC 1999

49

(a)
(b)

(c)
I

'

2 ' i

2
"

15.5

'

Employer's Entitlement
t o Termination

* :

z i

proceed in accordance with Sub-Clause 2.5 [Employer's Claims],


withhold further payments to the Contractor until the costs of design,
execution, completion and remedying of any defects, damages for delay in
completion (if any), and all other costs incurred by the Employer, have been
established, and/or
recover from the Contractor any losses and damages incurred by the Employer
and any extra costs of completing the Works, after allowing
the Contractor under Sub-clause 15.3 [Valuation
recovering any such losses, damages and extra
any balance to the Contractor.

The Employer shall be entitled to terminate th


Employer's convenience, by giving notice of such
termination shall take effect 28 days after the
The Employer shall not terminate the
execute the Works himself or to arran
contractor.

e Contractor. The

es on which the
the Performance Security.
his Sub-clause in order to
to be executed by another

After this termination, the Contractor


tional Termination, Payment and

n and Terrnina
16.1

Contractor's Entitlement
to Suspend Work

If the Engi

in accordance with Sub-clause 14.6 [Issue of Interim


e Employer fails to comply with Sub-clause 2.4
rrangements] or Sub-clause 14.7 [Payment], the Contractor
ss than 21 days' notice to the Employer, suspend work (or

If the Contractor subsequently receives such Payment Certificate, evidence or


ayment (as described in the relevant Sub-clause and in the above notice) before
iving a notice of termination, the Contractor shall resume normal working as soon as
is reasonably practicable.

If the Contractor suffers delay and/or incurs Cost as a result of suspending work (or
reducing the rate of work) in accordance with this Sub-clause, the Contractor shall
give notice to the Engineer and shall be entitled subject to Sub-clause 20.1
[Contractor's Claims] to:
(a)
(b)

50

an extension of time for any such delay, if completion is or will be delayed,


under Sub-clause 8.4 [Extension of Time for Completion], and
payment of any such Cost plus reasonable profit, which shall be included in the
Contract Price.

Q FlDlC 1999

Conditions 01 Contracl lor Plant and Design-Build

After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3.5 [Deteninations]to agree or determine these matters.
16.2
The Contractor shall be entitled to terminate the Contract if:

Termination by
Contractor

the Contractor does not receive the reasonable evidence

(a)

Financial Arrangements],
documents, to issue the relevant Payment

or deductions in
(d)
(e)

the Employer substantially fails


the Employer fails to comply wit
Clause 1.7 pssignment],
a prolonged suspension affects t
Clause 8.1 1 [Prolonged Susp

(9

under the Contract,

Works as described in Subent, goes into liquidation, has a


gainst him, compounds with his

receiving or administra

is done or event occurs which (under


any of these acts or events.
In any of these event
notice to the Empl

s, the Contractor may, upon giving 14 days'


Contract. However, in the case of submay by notice terminate the Contract immediately.
erminate the Contract shall not prejudice any other rights
he Contract or otherwise.

16.3 -

.. . . .

.. .

Cessation of Work
Removal of
Equipment

-- -

..

-- -

- .

termination under Sub-clause 15.5 [Employer's Entitlement to


16.2 [Termination by Contractor] or Sub-clause 19.6
the Contractor shall

all further work, except for such work as may have been instructed by
e Engineer for the protection of life or property or for the safety of the Works,
other work, for which
the Contractor has received payment, and

rmina on

After a notice of termination under Sub-clause 16.2 [Termination by Contractor] has


taken effect, the Employer shall promptly:

pay

(a)
(b)
(c)
General Conditions

return the Performance Security to the Contractor,


pay the Contractor in accordance with Sub-clause 19.6 [Optional Termination,
Payment and Release],and
pay to the Contractor the amount of any loss of profit or other loss or damage
sustained by the Contractor as a result of this termination.

0 FlDlC 1999

51

Risya@ Responsibility
17.1
lndemnities

The Contractor shall indemnify and hold harmless the Employer, the Employer's
Personnel, and their respective agents, against and from all claim
and expenses (including legal fees and expenses) in respect of:
(a)

(b)

bodily injury, sickness, disease or death, of any pers


of or in the course of or by reason of the desi
the Works and the remedying of any
negligence, wilful act or breach of the Con
Personnel, or any of their respective age
damage to or loss of any property, real or
the extent that such damage or loss: n/\
(i)

arises out of or in the course o

(ii)

is attributable to an
the Contractor, the

The Employer shall indemni


and expenses (includin

than the Works), to

of the design, execution and


of any defects, and
r breach of the Contract by
heir respective agents, or

less the Contractor, the Contractor's


expenses) in respect of (1) bodily injury,

liability may be excluded from insurance cover,


(i), (ii) and (iii) of Sub-clause 18.3 [Insurance
Damage to prop et?^].
.

ke full responsibility for the care of the Works and Goods from
works

part shall then pass to the

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, from any cause
not listed in Sub-clause 17.3 [Employer's Risks], the Contractor shall rectify the loss
or damage at the Contractor's risk and cost, so that the Works, Goods and
Contractor's Documents conform with the Contract.

The Contractor shall be liable for any loss or damage caused by any actions
performed by the Contractor after a Taking-Over Certificate has been issued. The
Contractor shall also be liable for any loss or damage which occurs after a TakingOver Certificate has been issued and which arose from a previous event for which the
Contractor was liable.

52

0 FlDlC 1999

Conditions ol Contract for Plant and Design-Build

17.3
Employer's Risks

The risks referred to in Sub-clause 17.4 below are:


(a)
(b)
(c)

(d)

(e)

(9
(9)
(h)

war, hostilities (whether war be declared or not), invasion, act of foreign


enemies,
rebellion, terrorism, revolution, insurrection, military or usurped power, or civil
war, within the Country,
riot, commotion or disorder within the Country by person
Contractor's Personnel and other employees of the
Subcontractors,
munitions of war, explosive materials, ionising radiatio
radio-activity, within the Country, except as
Contractor's use of such munitions, explosives, r
pressure waves caused by aircraft or other a
supersonic speeds,
use or occupation by the Employer of any part o
as may be specified in the Contract,
ersonnel or by others for
design of any part of the Works by the E
whom the Employer is responsible, if a
foreseeable or against which
any operation of the forces of nat
have been expected to have
an experienced contractor could
taken adequate preventative prec

17.4

Consequences of
Employer's Risks

If and to the extent that any of t


or damage to the Works, Go
promptly give notice to the E
required by the Engineer.

If the Contractor suffe


the Contractor shall gi
to Sub-clause~2
[
(a)
(b)

Sub-clause 17.3 above results in loss


ctor's Documents, the Contractor shall
I rectify this loss or damage to the extent

curs Cost from rectifying this loss or damage,


tice to the Engineer and shall be entitled subject
l claims]
s to:

an ext n ion o ti e for any such delay, if completion is or will be delayed,


under w
.
4
[Extension of Time for Completion], and
uch Cost, which shall be included in the Contract Price. In the
payment o
of Sub-clause 17.3 [Employer's Risks],

Engineer shall proceed in accordance with Subor determine these matters.


17.5

Intellectual and lndu


Property Rights

an infringement (or alleged infringement) of


trade secret or other
llectual or industrial property right relating to the Works: and "claim" means a claim
(or proceedings pursuing a claim) alleging an infringement.
Whenever a Party does not give notice to the other Party of any claim within 28 days
of receiving the claim, the first Party shall be deemed to have waived any right to
indemnity under this Sub-clause.
The Employer shall indemnify and hold the Contractor harmless against and from any
claim alleging an infringement which is or was:
(a)

General Conditions

an unavoidable result of the Contractor's compliance with the Employer's


Requirements, or

0 FlDlC 1999

53

I
W

8
.

--

(I)

/I
I

(b)

a result of any Works being used by the Employer:


(i)
(ii)

for a purpose other than that indicated by, or reasonably to be inferred


from, the Contract, or
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 harm


other claim which arises out of or in relation to (i) t
manufacture, construction or execution of the Wor
Equipment, or (iii) the proper use of the Works.
If a Party is entitled to be indemnified under this
may (at its cost) conduct negotiations for the sett1
the indemnifying Party, assist in
Personnel) shall not make any
indemnifying Party, unless the indem
negotiations, litigation or arbitration
Party.
17.6

_
..

Limitation of Liability

-. -

This other Party (and its


ight be prejudicial to the
to take over the conduct of any
ested to do so by such other

-- .

.-

Neither Party shall be liable


profit, loss of any contr
may be suffered by the
Sub-clause 16.4 [Pa

--. - . . .-_ .-.

ect or consequential loss or damage which


nection with the Contract, other than under

o the Employer, under or in connection with the


Clause 4.19 [Electricity,Water and Gas], Sub-clause

icular Conditions or (if a sum is not so stated) the Accepted

onduct by the defaulting Party.

for lnsurances

In this Clause, "insuring Party" means, for each type of insurance, the Party responsible
for effecting and maintaining the insurance specified in the relevant Sub-clause.
Wherever the Contractor is the insuring Party, each insurance shall be effected with
insurers and in terms approved by the Employer. These terms shall be consistent with
any terms agreed by both Parties before the date of the Letter of Acceptance. This
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

0 FlDlC 1999

Conditions 01 Contract for Plant and Design-Build

insured. If a policy indemnifies additional joint insured, namely in addition to the


insured specified in this Clause, (i) the Contractor shall act under the policy on behalf
of these additional joint insured except that the Employer shall act for Employer's
Personnel, (ii) additional joint insured shall not be entitled to receive payments directly
from the insurer or to have any other direct dealings with the insurer, and (iii) the
insuring Party shall require all additional joint insured to comply with the conditions
stipulated in the policy.

@@

Each policy insuring against loss or damage shall provide for paym n t
adein
the currencies required to rectify the loss or damage. Payments
rom insurers
shall be used for the rectification of the loss or damage.

&

I$

19

The relevant insuring Party shall, within the respectiv


riods a d in the Appendix
to Tender (calculated from the Commencement Date), b 't t t e other Party:

(a)
(b)

I9

evidence that the insurances described in


copies of the policies for the insur
[Insurance for Works and Contract0
[Insurance against Injury to Persons an

When each premium is paid, the insuri


the other Party. Whenever evidence
also give notice to the Engineer.
Each Party shall comply
policies. The insuring Part
to the execution of the Wor
with this Clause.

have been effected, and


ed in Sub-clause 18.2
] and Sub-clause 18.3

ubmit evidence of payment to


submitted, the insuring Party shall

ns stipulated in each of the insurance


surers informed of any relevant changes
that insurance is maintained in accordance

Piv

Neither Party shall mak m

a erial alteration to the terms of any insurance without the


f an insurer makes (or attempts to make) any alteration,
rer shall promptly give notice to the other Party.

effect and keep in force any of the insurances it is required to


ontract, or fails to provide satisfactory evidence and
ith this Sub-clause, the other Party may (at its option
r right or remedy) effect insurance for the relevant
y the premiums due. The insuring Party shall pay the amount of these
e Contract Price shall be adjusted accordingly.
obligations, liabilities or responsibilities of the
er the other terms of the Contract or otherwise. Any
ered from the insurers shall be borne by the
tractor and/or the Employer in accordance with these obligations, liabilities or
ponsibilities. However, if the insuring Party fails to effect and keep in force an
insurance which is available and which it is required to effect and maintain under the
Contract, and the other Party neither approves the omission nor effects insurance for
the coverage relevant to this default, any moneys which should have been recoverable
under this insurance shall be paid by the insuring Party.
Payments by one Party to the other Party shall be subject to Sub-clause 2.5
[Employer's Claims] or Sub-clause 20.1 [Contractor's Claims], as applicable
18.2
Insurance for Works and
Contractor's Equipment

The insuring Party shall insure the Works, Plant, Materials and Contractor's
Documents for not less than the full reinstatement cost including the costs of

General Conditions

E3 FIDE 1999

55

/E

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 sub-paragraph
(a) of Sub-clause 18.1 [General Requirements for lnsurances], until the date of issue
of the Taking-Over Certificate for the Works.
The insuring Party shall maintain this insurance to provide cover until the date of issue
of the Performance Certificate, for loss or damage for which the

The insuring Party shall insure the Contractor's


replacement value, including delivery to Site.
Equipment, the insurance shall be effective while it
until it is no longer required as Contractor's E
Unless otherwise stated in the Particula
Clause:
(a)
(b)

shall be effected and maintain


shall be in the joint n
payments from the
Parties for the sole

of Contractor's
ed to the Site and

insurances under this Sub-

ractor as insuring Party,


shall be jointly entitled to receive
held or allocated between the

ge to a part of the Works which is attributable to


Employer of another part of the Works, and loss
d in sub-paragraphs (c), (9) and (h) of Sub-clause
excluding (in each case) risks which are not insurable
ble terms, with deductibles per occurrence of not more
in the Appendix to Tender (if an amount is not so stated,
ph (d) shall not apply), and
clude loss of, damage to, and reinstatement of:

&Q

Q&

(iii)
(iv)

a part of the Works which is in a defective condition due to a defect in


its design, materials or workmanship (but cover shall include any other
arts which are lost or damaged as a direct result of this defective
condition and not as described in sub-paragraph (ii) below),
a part of the Works which is lost or damaged in order to reinstate any
other part of the Works if this other part is in a defective condition due to
a defect in its design, materials or workmanship,
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
Goods while they are not in the Country, subject to Sub-clause 14.5
[Plant and Materials intended for the Works].

If, more than one year after the Base Date, the cover described in sub-paragraph

(d) above ceases to be available at commercially reasonable terms, the Contractor

shall (as insuring Party) give notice to the Employer, with supporting particulars.
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 the Contractor should have expected to have paid for such cover, and (ii)
be deemed, unless he obtains the cover at commercially reasonable terms, to have
approved the omission under Sub-clause 18.1 [General Requirements for
Insurances).

56

Q FlDlC 1099

Conditions of Contract for Plant and Design-Build

18.3
Insurance against Injury
to Persons and Damage
to Property

The insuring Party shall insure against each Party's liability for any loss, damage, death
or bodily injury which may occur to any physical property (except things insured under
Sub-clause 18.2 [Insurance for Works and Contractor's Equipment]) or to any person
(except persons insured under Sub-clause 18.4 [Insurance for Contractor's
Personnell),which may arise out of the Contractor's performance of the Contract and
occurring before the issue of the Performance Certificate.
This insurance shall be for a limit per occurrence of not less than t
in the Appendix to Tender, with no limit on the number of oc
is not stated in the Appendix to Tender, this Sub-clause shal
Unless otherwise stated in the Particular Conditions, th
Sub-Clause:

Insurance for
Contractor's Personnel

(a)

shall be effected and maintained by the Cont

(c)

shall be extended to cover liability

(i)

the Employer's right to h

(iii)

a cause list

damages, 10

amage to the Employer's


18.2) arising out of the

ent Works executed on, over, under,


this land for the Permanent Works,

17.3 [Employer's Risks], except to the

nd maintain insurance against liability for claims,


(including legal fees and expenses) arising from injury,
y person employed by the Contractor or any other of

any act or neglect of the Employer or of the Employer's Personnel.

In this Clause, "Force Majeure" means an exceptional event or circumstance:


(a)
(b)
(c)
(d)
General Conditions

which is beyond a Party's control,


which such Party could not reasonably have provided against before entering
into the Contract,
which, having arisen, such Party could not reasonably have avoided or
overcome, and
which is not substantially attributable to the other Party.

0 FlDlC 1999

57

1:
0 :

Force Majeure may include, but is not limited to, exceptional events or circumstances
of the kind listed below, so long as conditions (a) to (d) above are satisfied:
(i)

(ii)
(iii)

(iv)

(v)
0

-- .--

19.2

i
:

Notice of Force Majeure

.- -.

war, hostilities (whether war be declared or not), invasion, act of foreign


enemies,
rebellion, terrorism, revolution, insurrection, military or usurped power, or
civil war,
riot, commotion, disorder, strike or lockout by
Contractor's Personnel and other employees
Subcontractors,
munitions of war, explosive materials ioni
by radio-activity, except as may be
of such munitions, explosives, radia
natural catastrophes such as earthq
typhoon or volcanic
activity.

--_ .

-.

If a Party is or will be prevented from pe


Contract by Force Majeure, then it shall
circumstances constituting the Force
performance of which is or will b
after the Party became aware, o
circumstance constituting Force
The Party shall, having giv
so long as such Force Ma

.- --

-- -

of its obligations under the


o the other Party of the event or
hall specify the obligations, the
hall be given within 14 days
ome aware, of the relevant event or

cused performance of such obligations for


from performing them.

Notwithstanding any oth 4 ; 1 a n of this Clause, Force Majeure shall not apply to
obligations of either P
w
e payments to the other Party under the Contract.

19.3
Duty to Minimise Delay

Each Party

all reasonable endeavours to minimise any delay in


as a result of Force Majeure.

A Party $all g h t d c e to the other Party when it ceases to be affected by the Force
19.4

-.

@\

Consequences of Force
Majeure

o tractor is prevented from performing any of his obligations under the


y Force Majeure of which notice has been given under Sub-clause 19.2
of Force Majeure], and suffers delay and/or incurs Cost by reason of such
Majeure, the Contractor shall be entitled subject to Sub-clause 20.1
[Contractor's Claims] to:
If t e

an extension of time for any such delay, if completion is or will be delayed,


under Sub-clause 8.4 [,Extension of Time for Completion], and
$
&
)
if the event or circumstance is of the kind described in sub-paragraphs (i)to (iv)
of Sub-clause 19.1 [Definition of Force Majeure] and, in the case of subparagraphs (ii)to (iv), occurs in the Country, payment of any such Cost.
After receiving this notice, the Engineer shall proceed in accordance with Sub-clause
3.5 [Determinations) to agree or determine these matters.
19.5

Force Majeure Affecting


Sub-contractor

If any Subcontractor is entitled under any contract or agreement relating to the Works
to relief from force majeure on terms additional to or broader than those specified in

58

Q FiDiC 1999

Conditions of Contract for Plant and Design-Build

this Clause, such additional or broader force majeure events or circumstances shall
not excuse the Contractor's non-performance or entitle him to relief under this Clause.
19.6

Optional Termination,
Payment and Release

If the execution of substantially all the Works in progress is prevented for a continuous
period of 84 days by reason of Force Majeure of which notice has been given under
Sub-clause 19.2 [Notice of Force Majeure], or for multiple periods
than 140 days due to the same notified Force Majeure, then either
the other Party a notice of termination of the Contract. In this e
shall take effect 7 days after the notice is given, and th
accordance with Sub-clause 16.3 [Cessation of Work
Equipment].
Upon such termination, the Engineer shall determin
issue a Payment Certificate which shall include:

the work done and

the amounts payable for any work carrie


hich a price is stated in the
Contract;
the Cost of Plant and Materials or
Works which have been
delivered to the Contractor, or
Contractor is liable to accept
delivery: this Plant and Materi
the property of (and be at the
risk 09 the Employer when
mployer, and the Contractor shall
place the same at the Em
any other Cost or liabil
cumstances was reasonably incurred
by the Contractor in th
completing the Works:
the Cost of rem0
rks and Contractor's Equipment from the
Site and the retu
the Contractor's works in his country (or
to any other destin
the Cost of re
actor's staff and labour employed wholly in
connection w
te of termination.
19.7 -

. .-

.-

Release from
Performance
under the Law
Parties

___-

. - - .. -

. --

-..

---

__

r provision of this Clause, if any event or circumstance


Parties (including, but not limited to, Force Majeure) arises
le or unlawful for either or both Parties to fulfil its or their
or which, under the law governing the Contract, entitles the
released from further performance of the Contract, then upon notice by
e other Party of such event or circumstance:

rties shall be discharged from further performance, without prejudice to


either Party in respect of any previous breach of the Contract, and
e sum payable by the Employer to the Contractor shall be the same as would
under Sub-clause 19.6 [Optional Termination, Payment and
Release] if the Contract had been terminated under Sub-clause 19.6.

putes and Arbitration


"

General Conditions

If the Contractor considers himself to be entitled to any extension of the Time for
Completion and/or any additional payment, under any Clause of these Conditions or
otherwise in connection with the Contract, the Contractor shall give notice to the
Engineer, describing the event or circumstance giving rise to the claim. The notice
shall be given as soon as practicable, and not later than 28 days after the Contractor
became aware, or should have become aware, of the event or circumstance.
0 FlDlC 1999

59

If the Contractor fails to give notice of a claim within such period of 28 days, the Time
for Completion shall not be extended, the Contractor shall not be entitled to additional
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 e
The Contractor shall keep such contemporary records
substantiate any claim, either on the Site or at an
Engineer. Without admitting the Employer's liability,
any notice under this Sub-clause, monitor
Contractor to keep further contemporary re
Engineer.

the event or circumstance giving rise to th


send to the Engineer a fully detailed
the basis of the claim and of the ext
If the event or circumstance givin
(a)
(b)

this fully detailed clai


the Contractor sha
accumulated delay

n such other period as may


gineer, the Contractor shall
es full supporting particulars of
or additional payment claimed.

claimed, and such further particulars as the


claim within 28 days after the end of the effects
mstance, or within such other period as may be
or and approved by the Engineer.

eiving a claim or any further particulars supporting a


'n such other period as may be proposed by the Engineer and
tractor, the Engineer shall respond with approval, or with
ed comments. He may also request any necessary further
give his response on the principles of the claim

such amounts for any claim as have been


substantiated as due under the relevant provision of the Contract. Unless
substantiate the whole of the claim,
for such part of the claim as he has

/7

"

60

he Engineer shall proceed in accordance with Sub-clause 3.5 [Determinations]to


agree or determine (i)the extension (if any) of the Time for Completion (before or after
its expiry) in accordance with Sub-clause 8.4 [Extension of Time for Completion],
and/or (ii) the additional payment (if any) to which the Contractor is entitled under the
Contract.
The requirements of this Sub-clause are in addition to those of any other Sub-clause
which may apply to a claim. If the Contractor fails to comply with this or another SubClause in relation to any claim, any extension of time and/or additional payment shall
take account of the extent (if any) to which the failure has prevented or prejudiced
proper investigation of the claim, unless the claim is excluded under the second
paragraph of this Sub-clause.
Q FlDlC 1999

Conditions 01 Contract for Plant and Design-Build

20.2
Appointment of the
Dispute Adjudication
Board

Disputes shall be adjudicated by a DAB in accordance with Sub-clause 20.4


(Obtaining Dispute Adjudication 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 dispute to a DAB in accordance with Sub-clause 20.4.
The DAB shall comprise, as stated in the Appendix to Tender, either one or three
suitably qualified persons ("the members"). If the number is not s
Parties do not agree otherwise, the DAB shall comprise three pers
If the DAB is to comprise three persons, each Party sh
the approval of the other Party. The Parties shall cons

However, if a list of potential members is included in


be selected from those on the list, other than
accept appointment to the DAB.

the members shall


I

member ("adjudicator") or
the General Conditions of
Appendix to these General

The agreement between the Parties and


each of the three members shall incorpor
Dispute Adjudication Agreement contain
Conditions, with such amendments as

le member or each of the three


arties when agreeing the terms of

The terms of the remuner


members shall be mutually

may appoint a suitably qualified person or


embers of the DAB. Unless the Parties agree
into effect if a member declines to act or is
ility, resignation or termination of appointment.
ed in the same manner as the replaced person was
or agreed upon, as described in this Sub-clause.
member may be terminated by mutual agreement of both
mployer or the Contractor acting alone. Unless otherwise
DAB has given its decision on the dispute referred to it under Suben referred to the DAB by that time under Sub-clause 20.4, in
elevant date shall be when the DAB has also given decisions on
..

..

. ..- . .

ny of the following conditions apply, namely:

(b)
(c)
(d)

General Conditions

the Parties fail to agree upon the appointment of the sole member of the DAB
by the date stated in the first paragraph of Sub-clause 20.2 [Appointment of
the Dispute Adjudication Board],
either 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
chairman) of the DAB by such date, or
the Parties fail to agree upon the appointment of a replacement person within
42 days after the date on which the sole member or one of the three members
declines to act or is unable to act as a result of death, disability, resignation or
termination of appointment,

0 FlDlC 1999

61

then the appointing entity or official named in the Appendix to Tender shall, upon the
request of either or both of the Parties and after due consultation with both Parties,
appoint this member of the DAB. This appointment shall be final and conclusive. Each
Party shall be responsible for paying one-half of the remuneration of the appointing
entity or official.

__.-- - -

.-

20.4

Obtaining Dispute
Adjudication Board's
Decision

.-

. ... . .

If a dispute (of any kind whatsoever) arises between the Pa


arising out of, the Contract or the execution of the Works, i
any certificate, determination, instruction, opinion or valuat
after a DAB has been appointed pursuant to Sub-C
Dispute Adjudication Board] and 20.3 [Failure to Ag
either Party may refer the dispute in writing to the
the other Party and the Engineer. Such reference
Sub-clause.
For a DAB of three persons, the DAB sh
reference on the date when it is received b

Both Parties shall promptly make av


Site, and appropriate facilities, as th
decision on such dispute. The DA
Within 84 days after receivin
Clause 6 of the Appendix whichever date is later, or w
and approved by both Pa
and shall state that it is
has paid in full the invo
Appendix, the DA

__.

__

it is given under this

ed to have received such

B all information, access to the


ire for the purposes of making a
d to be not acting as arbitrator(s).

, or the advance payment referred to in


ions of Dispute Adjudication Agreement,
period as may be proposed by the DAB
shall give its decision, which shall be reasoned
this Sub-clause. However, if neither of the Parties
ed by each member pursuant to Clause 6 of the
obliged to give its decision until such invoices have
II be binding on both Parties, who shall promptly give
I be revised in an amicable settlement or an arbitral
Unless the Contract has already been abandoned,
Contractor shall continue to proceed with the Works in

eiving the decision, give notice to the other Party of its dissatisfaction. If
give its decision within the period of 84 days (or as otherwise approved)
uch reference or such payment, then either Party may, within 28 days
riod has expired, give notice to the other Party of its dissatisfaction.

\!v

er event, this notice of dissatisfactionshall state that it is given under this Sub, and shall set out the matter in dispute and the reason(s) for dissatisfaction.
ept as stated in Sub-clause 20.7 [Failure to Comply with Dispute Adjudication
ard's Decision] and Sub-clause 20.8 [Expiry of Dispute Adjudication Board's
Appointment], neither Party shall be entitled to commence arbitration of a dispute
unless a notice of dissatisfactionhas been given in accordance with this Sub-clause.
If the DAB has given its decision as to a matter in dispute to both Parties, and no notice
of dissatisfaction has been given by either Party within 28 days after it received the
DAB'Sdecision, then the decision shall become final and binding upon both Parties.
.

20.5

..

Amicable Settlement

Where notice of dissatisfaction has been given under Sub-clause 20.4 above, both
Parties shall attempt to settle the dispute amicably before the commencement of
arbitration. However, unless both Parties agree otherwise, arbitration may be

62

Q FlDlC 1999

Coridilionsof Contract for Plant and Design-Build

commenced on or after the fifty-sixth day after the day on which notice of
dissatisfaction was given, even if no attempt at amicable settlement has been made

20.6
Unless settled amicably, any dispute in respect of which the DAB's decision (if any) has
not become final and binding shall be finally settled by international arbitration. Unless
otherwise agreed by both Patties:

Arbitration

(a)
(b)

the dispute shall be finally settled under the Rules


International Chamber of Commerce,
the dispute shall be settled by three arbitrato
these Rules, and
unications defined
in Sub-clause 1.4 [Law and Language].

determination, instruction,opinion or valuation


DAB, relevant to the dispute. Nothing shall d
as a witness and giving evidence before the
relevant to the dispute.

and any decision of the


ineer from being called
any matter whatsoever

or arguments previously put b


for dissatisfaction given in its
be admissible in evidence in th

and the DAB shall not be altered by reason of


the progress of the Works.

obligations of the Parti


any arbitration being c
20.7

Failure to Comply with


Dispute Adjudication
Board's Decision

In the event t

related decision (if any) has become final and binding, and

arty may, without prejudice to any other rights it may have, refer the
arbitration under Sub-clause 20.6 [Arbitration]. Sub-clause 20.4
shall not apply to this reference.
.______

_.

__

_._.I-

-.._...-.

_._--

ute arises between the Parties in connection with, or arising out of, the
or the execution of the Works and there is no DAB in place, whether by
reason of the expiry of the DAB's appointment or otherwise:
(a)
(b)

General Conditions

Sub-clause 20.4 [Obtaining Dispute Adjudication Board's Decision] and SubClause 20.5 [Amicable Settlement] shall not apply, and
the dispute may be referred directly to arbitration under Sub-clause 20.6
[Arbitration].

8 FlDlC 1999

63

'1

APPENDIX
General Conditions of Dispute Adjudication Agreement

!
...

Definitions

Each "Dispute Adjudication Agreement" is a tripartite agreement


(a)
the "Employer";
(b)
the "Contractor"; and
the "Member" who is defined in the Dispute Adjudica
(c)

(i)
or
(ii)

the sole member of the "DAB" (or "


case, all references to the "Other M
one of the three persons who are j

e "DAB" (or "dispute


the other two persons

are called the "Other Members".


enter) into a contract,
Dispute Adjudication Agreement,
Agreement, words and
meanings assigned to
2

__

..

General Provisions

..

The Dispute Adjudicati


Contractor and each of
dispute adjudication a
When the Dispute

. -. . . .._.

shall take effect when the Employer, the


(or Member) have respectively each signed a

n Agreement has taken effect, the Employer and the


ice to the Member accordingly. If the Member does not
x months after entering into the Dispute Adjudication
oid and ineffective.

he Member is a personal appointment. No assignment or


of the Dispute Adjudication Agreement is permitted without the prior
of all the parties to it and of the Other Members (if any).
3

Warranties

ber warrants and agrees that he/she is and shall be impartial and
Employer, the Contractor and the Engineer. The Member shall
each of them and to the Other Members (if any), any fact or
cirzmstance which might appear inconsistent with hidher warranty and agreement
impartiality and independence.
When appointing the Member, the Employer and the Contractor relied upon the
Member's representations that he/she is:
(a)
experienced in the work which the Contractor is to carry out under the Contract,
(b)
experienced in the interpretation of contract documentation, and
(c)
fluent in the language for communications defined in the Contract.

- .

.-

General Obligations of
the Member

The Member shall:


have no interest financial or otherwise in the Employer, the Contractor or the
(a)
Engineer, nor any financial interest in the Contract except for payment under the
Dispute Adjudication Agreement;

64

8 FlDlC 1999

Conditions 01 Contract for Plant and Design-Build

not previously have been employed as a consultant or otherwise by the


Employer, the Contractor or the Engineer, except in such circumstances as
were disclosed in writing to the Employer and the Contractor before they
signed the Dispute Adjudication Agreement;
have disclosed in writing to the Employer, the Contractor and the Other
Members (if any), before entering into the Dispute Adjudication Agreement and
to hidher best knowledge and recollection, any professi
relationships with
Contractor or the Engineer, and any previous involveme
of which the Contract forms part;
not, for the duration of the Dispute Adjudication
consultant or otherwise by the Employer, the CO
as may be agreed in writing by the Employ
Members (if any):
lause 20.4 of the
comply with the annexed procedural rules a
Conditions of Contract:
Employer's Personnel or
not give advice to the Employer, the
f the Contract, other than
the Contractor's P
in accordance with the annexed
make any agreement with the
not while a Member enter into
Employer, the Contractor or th
e, after ceasing to act under the
them, whether as a
Dispute Adjudication
ensure hidher ava
all the DAB's activities and hearings as
treat the details of
blish or disclose them without the prior
private and confid
written consent of
any).

5
The Emplo
Personnel s

General Obligations of
the Employer and the
Contractor

r, the Employer's Personnel and the Contractor's


vice from or consultation with the Member regarding
han in the normal course of the DAB's activities under the
e Adjudicatio? Agreement, and except to the extent that
n by the Employer, the Contractor and the Other Members
and the Contractor shall be responsible for compliance with
e Employer's Personnel and the Contractor's Personnel

r and the Contractor undertake to each other and to the Member that
shall not, except as otherwise agreed in writing by the Employer, the
the Member and the Other Members (if any):
e appointed as an arbitrator in any arbitration under the Contract:
be called as a witness to give evidence concerning any dispute before
arbitrator@)appointed for any arbitration under the Contract; or
be liable for any claims for anything done or omitted in the discharge or
purported discharge of the Member's functions, unless the act or omission is
shown to have been in bad faith.

The Employer and the Contractor hereby jointly and severally indemnify and hold the
Member harmless against and from claims from which he/she is relieved from liability
under the preceding paragraph.
6

. .. ..

_-. -.

__.
.. .

..

Payment

The Member shall be paid as follows, in the currency named in the Dispute
Adjudication Agreement:

General Conditions

43 FlDlC 1999

65

I
~

!2
10:

iB
I

L.-.

(a)

a daily fee shall be considered as payment in full for:


each working day spent reading submissions, attending hearings (if any),
preparing decisions, or making site visits (if any); and
each day or part of a day up to maximum of two days' 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
Employer and the Contractor;

(i)

(ii)

(b)

all reasonable expenses incurred in connection wit


including the cost of secretarial services,
and telexes, travel expenses, hotel and
sub-paragraph (a) of this Clause; and
de to the Member

(I)

9 '
The daily fee shall be as specified in the Di
Immediately after the Dispute Adju
shall, before engaging in any activiti
advance of twenty-five (25)
which he/she will be entitl
expenses that he/sh
such invoice shall be

ent takes effect, the Member


pute Adjudication Agreement,
ated total amount of daily fees to

rs has been paid in full for invoices submitted

submit to the Contractor, with a copy to the Employer,


hidher daily fees and expenses, less the amounts
not be obliged to render its decision until invoices for all daily
h Member for making a decision shall have been paid in full.

Unless
Mem r'

earlier in accordance with the above, the Contractor shall pay each of the
voices in full within 28 calendar days after receiving each invoice and shall
mployer (in the Statements under the Contract) for reimbursement of
the amounts of these invoices. The Employer shall then pay the Contractor
nce with the Contract.

@
$&

h Contractor fails to pay to the Member the amount to which he/she is entitled
under the Dispute Adjudication Agreement, the Employer shall pay the amount due to
he Member and any other amount which may be required to maintain the operation
of the DAB: and without prejudice to the Employer's rights or remedies. In addition to
all other rights arising from this default, the Employer shall be entitled to
reimbursement of all sums paid in excess of one-half of these payments, plus all costs
of recovering these sums and financing charges calculated at the rate specified in
Sub-clause 14.8 of the Conditions of Contract.
If the Member does not receive payment of the amount due within 28 days after
submitting a valid invoice, the Member may (i) suspend his/her services (without
notice) until the payment is received, and/or (ii) resign hidher appointment by giving
notice to the Employer and the Contractor. The notice shall take effect when received
by them both. Any such notice shall be final and binding on the Employer, the
Contractor and the Member.

66

0 FlDlC 1999

Conditbns of Conlncl for Plant and Design-Build

7
Default of the Member

If the Member fails to comply with any obligation under Clause 4, he/she shall not be
entitled to any fees or expenses hereunder and shall, without prejudice to their other
rights, reimburse each of the Employer and the Contractor for any fees and expenses
received by the Member and the Other Members (if any), for proceedings or decisions
(if any) of the DAB which are rendered void or ineffective.

Disputes

General Conditions

Q FlDlC 1999

67

1
Annex

PROCEDURAL RULES

The Employer and the Contractor shall furnish to the DA


which the DAB may request, including Contract do
dispute. All communications between the DAB
shall be copied to the other Party. If the DAB CO
and the Contractor shall send copies of these
communications to each of these persons.

-i
I
I

cuments and these

( I ) '

2 1

The DAB shall proceed in accordance with


to the time allowed to give notice of a de
shall:

4 and these Rules. Subject


r relevant factors, the DAB

(a)

(b)

act fairly and impartially as be


each of them a reasonable op
the other's case, and
adopt procedures suitabl
expense.

The DAB may conduct


and place for the heari
from the Employer and

loyer and the Contractor, giving


ting his case and responding to

st that written documentation and arguments


presented to it prior to or at the hearing.

riting by the Employer and the Contractor, the DAB

persons other than representatives of the Employer, the

the Contractor empower the DAB, among other things, to:

procedure to be applied in deciding a dispute,


ide upon the DAB'S own jurisdiction, and as to the scope of any dispute

(9)
(h)

68

conduct any hearing as it thinks fit, not being bound by any rules or procedures
other than those contained in the Contract and these Rules,
take the initiative in ascertaining the facts and matters required for a decision,
make use of its own specialist knowledge, if any,
decide upon the payment of financing charges in accordance with the
Contract,
decide upon any provisional relief such as interim or conservatory measures,
and
open up, review and revise any certificate, decision, determination, instruction,
opinion or valuation of the Engineer, relevant to the dispute.

The DAB shall not express any opinions during any hearing concerning the merits of
any arguments advanced by the Parties. Therealter, the DAB shall make and give its
decision in accordance with Sub-clause 20.4, or as otherwise agreed by the
Employer and the Contractor in writing. If the DAB comprises three persons:
0 FlDlC 1999

Condilions of Contract for Plant and Design-Build

(a)
(b)

(c)

General Conditions

it shall convene in private after a hearing, if any, in order to have discussions


and prepare its decision;
it shall endeavour to reach a unanimous decision: if this proves impossible, the
applicable decision shall be made by a majority of the Members, who may
require the minority Member to prepare a written report for submission to the
Employer and the Contractor; and
if a Member fails to attend a meeting or
the other two Members may nevertheless proceed to make
(i)
either the Employer or the
(ii)
the absent Member is
Member to not make a decision.

0 FlDlC 1999

69

INDEX OF SUB-CLAUSES
Sub-clause
Accepted Contract Amount, Sufficiency of the
Access after Taking Over, Right of
Access for Inspection
Access
Additional
to
Route
Facilities
the Site, Right of
Addresses for Communications
Adjudication Board
Adjustments for Changes in Cost
Adjustments for Changes in Legislation
Advance Payment
Agreement, Contract
Amicable Settlement
Approval of Contractor's Documents
Approvals, Permits, Licences or
Arbitration
As-Built Documents
Assignment
Assistance by the Employer
Assistants, Engineer's
Authorities, Delays Caused
Avoidance of Interfere

QT

of Site after Taking-Over Certificate


ement of Works

munications, Language for


pletion of Outstanding Work and Remedying Defects
Completion, Statement at
Completion, Time for
Conditions, Unforeseeable Physical
Confidential Details
Contract Price, The
Contractor to Search
Contractor's Claims
Contractor's Design Obligations
Contractor's Documents
Contractor's Documents, Employer's Use of
Q FlDlC 1999

4@

13.8
13.7
14.2
1.6
20.5
5.2
2.2
20.6
5.6
1.7
2.2
3.2
8.5
4.14
17.2
14.11
14.13
11.9
10.1
14.3
1.3
14.6
2.5
20.1
11.11
4.23
8.1
1.3
1.4
11.1
14.10
8.2
4.12
1.12
14.1
11.8
20.1
5.1
5.2
1.10

Page
15
36
25
17
8
16
5
61
40
40
42
6
62
20

9
62
22
6
9
10
29
16
52
46
47
36
32
43
5
45
9
59
36
19
27
5
5
34
46
28
16
7
42
36

59
20
20
7

Contractor's Entitlement to Suspend Work


Contractor's Equipment
Contractor's General Obligations
Contractor's Liability, Cessation of
Contractor's Liability, Limitation of
Contractor's Obligations: Tests on Completion
Contractor's Operations on Site
Contractor's Personnel
Contractor's Personnel and Equipment, Records of
Contractor's Representative
Contractor's Superintendence
Contractor's Undertaking
Co-operation
Cost, Adjustments for Changes in
Currencies for Payment of Variations
Currencies of Payment

16.1
4.1 7
4.1
2.5
17.6
9.1

&J

DAB - see Dispute Adjudication Board


Data on Conditions at the Site
Daywork
Default of Contractor, Notice of
Default of Contractor: Terminatio
Default of Employer: Entitlement
Default of Employer: Term
Defective Work, Removal
Defects, Failure to Rem
Defects Notification Per
Defects, Remedying of

n Board, Appointment of the

l;::
13.4
14.15

4.10
13.6
15.1
15.2
16.1
16.2
11.5
11.4
11.3
11.1
11.8
1.1
8.7
8.5
3.2
5.8
5.1
3.5
14.12
6.1 1
20.2
20.3

djudication Board's Appointment, Expiry of


20.8
djudication Board's Decision, Failure to Comply with 20.7
20.4
te Adjudication Board's Decision, Obtaining
Disputes, Arbitration of
Disputes, failure to Comply with Dispute Adjudication
Board's Decision on
Disputes: Obtaining Dispute Adjudication Board's Decision
Documents, As-Built
Documents, Care and Supply of
Documents, Contractor's
Documents, Contractor's Use of Employer's
Documents, Employer's Use of Contractor's
Documents, Priority of
Electricity, Water and Gas

ii

0 FlDlC 1999

20.5
20.6
20.7
20.4
5.6
1.a

5.2
1.11
1.10
1.5
4.19

50
17
11
9
54
31
19
24
25
13
24
22
13
40
39
48

15
40
48
48
50
51
35
35
35
34
36
1
29
29
10
23
20
11
47
25
61
61
63
63
62
62
62

63
62
22
6
20
7

7
6
18

Electronic Transmission of Communications


Employer's Claims
Employer's Claims: Currencies of Payment
Employer's Documents, Contractor's Use of
Employer's Entitlement to Termination
Employer's Equipment and Free-Issue Material
Employer's Financial Arrangements
Employer's Liability, Cessation of
Employer's Personnel
Employer's Requirements, Errors in
Employer's Risks
Employer's Risks, Consequences of
Engineer, Delegation by the
Engineer, Instructions of the
Engineer, Replacement of
Engineer to act for the Employer
Engineer's Determinations
Engineer's Duties and Authority
Environment, Protection of the
Error by Contractor
Extension of Defects Notification Period
Extension of Time for Completion

1.3
2.5
14.15
1.11
15.5
4.20

&
@
3;:

Final Payment Certificate,

3.1
3.5
3.1
4.18

5.8
11.3
8.4
12.4
9.4
14.1 1
14.13
2.4
19.4
19.1
19.2
19.6
4.24
19.7

38
32
46
47
9
58
58
57
58
59
20
59

4.19
4.16

18
17

6.7

24

17.1
7.3
3.3
18.3
18.4
18.2
18.1
17.5
1.10
1.11
4.14
10.3
14.3
14.6
1.2

52
25
11
57
57
55
54
53
7
7
16
34
43
45
5

19.5

tructions of the Engineer


urance against Injury to Persons and Damage to Property
Insurance for Contractor's Personnel
Insurance for Works and Contractor's Equipment
Insurances, General Requirementsfor
Intellectual Property Rights, Claims for Infringement of
Intellectual Property Rights in Contractor's Documents
Intellectual Property Rights in Employer's Documents
Interference, Avoidance of
Interference with Tests on Completion
Interim Payment Certificates, Application for
Interim Payment Certificates, Issue of
Interpretation
0 FlDlC 1999

5
9
48
7
50
18
9
47
9
7
53
53
10
11
11
10
11
10
17
23
35
28

...
111

Joint and Several Liability

1.14

Labour, Engagement of Staff and


Labour, Facilities for Staff and
Language
Law, Governing
Laws, Compliance with
Laws, Labour
Legislation, Adjustments for Changes in
Liability, Cessation of Contractor's
Liability, Cessation of Employer's
Liability, Joint and Several
Liability, Limitation of
Liability Unaffected by lnsurances
Licences or Approvals, Permits,

6.1
6.6
1.4
1.4

Manner of Execution
Manuals, Operation and Maintenance
Materials, Ownership of
Materials, Payment for Unfixed

Nominated Subcontractors
Notice of Intention to Deliver
Notice to Correct
Notices, Addresses for

r Termination by the Employer

ant and Materials for the Works


plicable Currencies

erformance Security
ermits, Licences or Approvals
Personnel and Equipment, Records of Contractor's
Personnel, Contractor's
Personnel, Disorderly Conduct by
Personnel, Employer's
Personnel, Insurance for Contractor's
Personnel, Training of
Persons in the Service of Employer
Plant and Materials for the Works, Payment for
Plant and Materials in Event of Suspension, Payment for
Plant and Materials, Ownership of
Programme

iv

0 FlDlC 1999

17.6
18.1
2.2

23
24
5
5
8
23
40
9
47
8
54
54
9

7.1
5.7
8.10
7.7
14.5
4.20

25
23
30
27
44
18

4.5
4.16
15.1
1.3

13
17
48
5

11.10
4.1
5.7
4.6

36
11
23
13

14.7
16.4
15.4
14.15
14.8
14.5
13.4
19.4
14.4
11.9
4.2
2.2
6.10
6.9
6.11
2.3
18.4
5.5
6.3
14.5
8.10
7.7
8.3

45
51
49
48
46
44
39
58
43
36
12
9
25
24
25
9
57
22
23
44
30
27
28

Progress, Rate of
Progress Reports
Provisional Sums

8.6
4.21
13.5.

29
18
39

Quality Assurance

4.9

15

Records of Contractor's Personnel and Equipment


Regulations and Laws, Compliance with
Regulations, Technical Standards and
Rejection
Release from Performance under the Law
Remedial Work
Remedy Defects, Failure to
Remedying Defects
Remedying Defects, Cost of
Removal of Contractor's Equipment after Termi
Replacement of the Engineer
Reports on Progress
Representative,Contractor's
Representative, Engineer's
Responsibilityfor the Works

Retention, Deduction of
Retention Money, Payment
Retesting after Failure of

Rights, Intellectual Pr

ractor's Documents
loyer's Documents

ractor's Operations on
Site, Right of Access to the
Site, Security of the
Staff and Labour, Engagement of
Staff and Labour, Facilities for
Standards and Regulations, Technical
Statement at Completion
Statement, Final
Statement, Interim
Statutes, Regulations and Laws, Compliance with
Subcontractor, Force Majeure Affecting
0 FlDlC 1999

1.1
16.3
3.4
4.21
4.3
3.2
4.1
3.1
8.12
14.3
14.9
12.3
9.3
13.1
1.10
1.11
4.13
17.5
17.3
7.8
6.7
4.8
7.2
9.1
14.4
11.8
4.2
4.7
11.11
4.23
4.10
2.1
4.22
6.1
6.6
5.4
14.10
14.11
14.3
1.13
19.5

25
8
22
26
59
27
35
34
34
51
11
18
13
10
11
10
31
43
46
37
32
38
7
7

16
53
53
27
24
14
25
31
43
36
12
14
36
19
15
8

19
23
24
22
46
46
43
8
58

Subcontractors
Subcontractors, nominated
Superintendence, Contractor's
Surfaces Requiring Reinstatement
Suspension, Consequences of
Suspension due to Employer's Default
Suspension of Work
Suspension, Payment for Plant and Materials in Event of
Suspension, Prolonged
Suspension, Resumption of Work after
Taking Over of Parts of the Works
Taking Over of the Works and Sections
Taking Over: Surfaces Requiring Reinstatement
Technical Standards and Regulations
Termination by the Contractor
Termination by the Contractor, Payment after
Termination by the Employer
Termination by the Employer, Optional

Termination, Valuation at Date of


Termination: Cessation of WO
Testing
Tests after Completion
Tests after Completion,
Tests after Completion,

ointment of Dispute Adjudication Board

\
vi

4.4
4.5
6.8
10.4
8.9
16.1

0.4
5.4
16.2
16.4
15.2
15.5
15.4
19.6
15.5
15.3
16.3
7.4
12.1
12.2
12.4
12.3
11.6
9.1
9.2
9.4
10.3
18.3
8.2
8.4
14.7
5.5
4.16
20.2

13
13
24
34
30
50
30
30
30
31
33
32
34
22
51

51
48

50
49
59
50
49
51
26
37
37
38
37
35
31
31
32
34
57
28
28
45
22
17
61

4.12
11.10

16
36

Valuation at Date of Termination


Value Engineering
Variation Procedure
Variations
Variations: Applicable Currencies

15.3
13.2
13.3
13.1
13.4

49
38
39
38
39

Wages and Conditions of Labour


Water and Gas
Working Hours
Works and Contractor's Equipment, Insurance for
Works, Contractor's Care of the

6.2
4.19
6.5
18.2
17.2

23
18
23
55
52

0 FlDlC 1999

GENERAL CONDITIONS

Conditions of Contract
for PLANT and Design-Build
UTE ADJUDICATION

FOR ELECTRICAL AND MECHANICAL WORKS


AND FOR BUILDING AND ENGINEERING
WORKS DESIGNED BY THE CONTRACTOR

Guidance for the Preparation of Parti


Conditions

FEDERATION INTERNATIONALE DES INGENIEURS-CONSEILS


INTERNATIONAL FEDERATION OF CONSULTING ENGINEERS
INTERNATIONALE VEREINIGUNG BERATENDER INGENIEURE
FEDERACION INTERNACIONAL DE INGENIEROS CONSOLTORES

A
m

w
F'D'C

Guidance
for the Preparation of Particular Conditions
CONTENTS
INTRODUCTION

...............................................

NOTES ON THE PREPARATION OF TENDER DOCUMENTS

........

..........

. . . . . . . .6

.........

........7

........ . . . . . . .

.....9

Staff and Labour . . . . . . . .

.......lO

The Engineer

The Contractor
Design

. . . . . .lO

Plant, Materials and WO

. . . . . . . . . . . . . .11

8
9

.........................

11

............................

12

Tests on

10
11

12

12
12

&a&s

.............................

12

.........................

12

and Adjustments

Suspension and Termination by Contractor . . . . . . . . . . . . . . 19


Risk and Responsibility

............................

Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

.20

Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

.....................

20

Claims, Disputes and Arbitration

ANNEXES

Q FlDlC 1999

19

FORMS OF SECURITY

..........................

.23

Guidance for the Preparation of Particular e t i o n s


INTRODUCTION
The terms of the Conditions of Contract for Plant and Design-Buil
r ?&
the procurement (including design, manufacture, deli
design and execution of building or engineering works,
basis. Modifications to the Conditions may be required in
are to be used on domestic contracts.
Under the usual arrangements for these typ
design and provision, in accordance with th
and/or engineering works.
The guidance hereafter is intended to
between lines. In some cases, ho

epared by the

on) of plant, and for the


invited on an international
al jurisdictions, particularly if they

e Contractor is responsible for the


uirements, of plant and/or building

the Particular Conditions by giving options


ide-memoire is given.

Before incorporating any exampl


t is considered suitable, example wording should be

amended before use.

ith the General Conditions

onditions of Contract to be included in the tender documents for a

s of Contract comprise the "General Conditions", which form part of the


1999 published by the

IDlC 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 1994. The document is intended to assist the Employer to receive sound
competitive tenders with a minimum of qualifications. FlDlC intends to update Tendering Procedure
and to publish a guide to the use of these Conditions of Contract for Plant and Design-Build.

0 FlDlC 1999

Notes on the Preparation of Tender Documents


The tender documents should be prepared by suitably-qualified en
technical aspects of the required works, and a review by s
advisable. The tender documents issued to tenderers will consist
In addition, each of the Tenderers should receive the data r

use 4.10, and the


for the Works. When
o full force and effect)

in their Proposal but which do not form part of the


the Employer accepts the Letter of Tender, the Cont

The Employer's Requirements should specify the pa

ents for the completed Works,


hedule. The matters referred to in

some or all of the following Sub-Clause


1.13
2.1
4.1
4.6

Permissions being obt


Phased possession of
Intended purpose
Other contractors

4.14
4.18

Third
Envir
t and free-issue material

ndards and building regulations


raining for the Employer's Personnel
gs and other records of the Works
maintenance manuals

ng during manufacture and/or construction


Tests on Completion
Damages for failure to pass Tests on Completion
Tests after Completion
Damages for failure to pass Tests after Completion
Provisional Sums
\w{Sub-Clauses
in the General Conditions make reference to data being contained in the
w p e n d i x to Tender, providing a convenient location for the data which is usually required. The
example form in this publication thus provides a check-list of the data required; but there is no
indication, either in the General Conditions or in the example Appendix to Tender, that this data is
either prescribed by the Employer or inserted by the Tenderer. The Employer should prepare the
Appendix to Tender, based on this example form, with the elements completed to the extent of his
requirements.
8 FlDlC 1999

The Employer may also require other data from Tenderers, and include a questionnaire in the
Schedules.
The Instructions to Tenderers may need to specify any constraints on
Appendix to Tender and/or Schedules, and/or specify the extent of other

Sub-Clauses:
4.9
9.1
12.1
18

20

Quality Assurance system


Tests on Completion
Tests after Completion
lnsurances
Resolution of disputes

A design-build contract may constitu


fixtures, fittings and equipment (f.f.e.),

and include design, construction,


hould be defined in the Employer's

which the Works are to be fully equipp

ration, with spare parts and consumables


the Employer. In addition, the Contractor
w months' trial operation under Sub-clause

9.1(c), or for some years' operation.

prepare and include in


Instructions to Tendere
constitute the Con

, in the face of intense competition, to incur great


igns. When preparing the Instructions to Tenderers,
detail which tenderers can realistically be expected to
Is. The extent of detail required should be described in the
there can be no description in the documents which will

n to offering some remuneration to tenderersif, in order to provide a


e to undertake studies or carry out design work of a conceptual nature.

General Provisions

Clause 1
Sub-clause 1.1

Definitions

It may be necessary to amend some of the definitions. For example:

the Base Date could be defined as a particular calendar date


one particular Foreign Currency may be required
a different currency may be required to be the contract Local
the references to "Country" may be inappropriate for a cross-b

1.1.3.1
1.1.4.6
1.1.4.8
1.1.6.2

Interpretation

Sub-clause 1.2

If the references to "profit" are to be more precisely specified, this

varied:

- .

.. ..

At the end of Sub-clause 1.2, inse

.___
._
.. - - ____
.- .

In these Conditions, provisions


reasonable profit" require
cost.

- _.

..

Sub-clause 1.5

__

fiw

.-

Priority of Documents

An order of precedence is usually necessa


contract documents. If no order of prec
varied:
-. - - .

nflict is subsequently found among the


prescribed, this Sub-clause may be

EXAMPLE

__.

_.
-

Sub-clause 1.6

Sub-

%-$4

-_

. -- ..

_..

..

Contract Agreement
be included in the tender documents as an annex to the Particular
included at the end of this publication. If lengthy tender negotiations
advisable for the Contract Agreement to record the Accepted
Commencement Date. Entry into an Agreement may be

Conditions:

orming the Contract are to be taken as mutually


another. If an ambiguity or discrepancy is found, the
ch as may be accorded by the governing law. The
authority to issue any instruction which he considers
resolve an ambiguity or discrepancy.

Employer's Use of Contractor's Documents


if all rights to particular items of computer software (for
to be assigned to the Employer. The provisions should take account of the applicable

Compliance with Laws


Fbr a plant contract, alternative arrangements may be appropriate:
-

__

__

EXAMPLE SUB-CLAUSEFOR A PLANT CONTRACT


Insert at the end of Sub-Clause 1.13:
0 FlDlC 1999 except: example text between lines may be copied

However, the Contractor shall submit, in good time, the details of Goods
to the Employer, who shall then promptly obtain all import permits or
licences required for these Goods.
The Employer shall also obtain or grant all consents including permitsto-work, rights-of-wayand approvals required for the Works.

Joint and Several Liability

Sub-clause 1 .I4

For a major contract, d


example, it may be desirable for each member to produce a p
example form is annexed to this document as Annex A.
hould be included in
joint venture to be

These requirements, which apply prior to the Contract becomi


the Instructions to Ten
appointed at an early stage, providing a single point of c
involved in a dispute between the members of a joint ven
joint venture agreement carefully, and it may have to
institutions.

(I)

loyer should scrutinise the


by the project's financing

Additional Sub-clause Details to be Confiden


If confidentiality is required, an additional sub.

__

- . - --

-__

EXAMPLE SUB-CLAUSE The Cant

. .- . - ... .

--_

-_-

he details of the Contract as private and


extent necessary to carry out obligations
applicable Laws. The Contractor shall not
paper or elsewhere without the previous
..- -- . ... .

. .

. .

__

Xployer
Sub-clause 2.1

Right of Access to the Site


Contractor to have early access to the Site for the purposes of survey
If right of access cannot be granted, both early and thereafter
in the Employer's Requirements.
Employer's Personnel

Th

in the Employer's contracts with any other contractors on the

The Engineer
Engineer's Duties and Authority
Any requirements for Employer's approval should be set out in the Particular Conditions:
EXAMPLE

The Engineer shall obtain the specific approval of the Employer before
taking action under the following Sub-Clauses of these Conditions:

0 FlDlC 1999 excepl: example text behveen lines inlay be copied

. -.

(a)

Sub-clause

(b)

Sub-clause

**
**
. . .. .
- .
.

. . .-.. . -

- .
** (insert number; describe action, unless all require approval)

This list should be extended or reduced as necessary. If the obligation to obtain themroval of the
Employer only applies beyond certain limits, financial or otherwise, the example
varied.
Additional Sub-clause

Management Meetings

EXAMPLE SUB-CLAUSE
The Engineer or the Contractor's Rep
to attend a management meeting in o
future work. The Engineer shall r
meetings and supply copies of th
and to the Employer. In the r
taken shall be in accordance

Clause 4

the business of management


ose attending the meeting
lities for any actions to be

The Contractor

Sub-clause 4.2

and Annex D. They incorporate two set

Rules published by the International Chamber

publishes guides to these Uniform

- .

MAMPLE
rmance Security is in the form of a bank guarantee, it shall
be issued either (a) by a bank located in the Country, or (b) directly
er. If the Performance
urity is not in the form of a bank guarantee, it shall be furnished
o do business, in the

Contractor's Representative
tive is known at the time of submission of the Tender, the Tenderer may propose
ially if the contract award
e delayed. If the ruling language is not the same as the language for day to day
(under Sub-clause 1.4),or if for any other reason it is necessary to stipulate that
ge, one of the following

At the end of Sub-clause 4.3, add:


The Contractor's Representative and all these persons shall also be
fluent in __
(insert name of language)
W P L E

At the end of Sub-clause 4.3, add:

Q FlDlC 1999 excepl: example text between lines may be copied

If the Contractor's Representative, or these persons, is not fluent in


. ... . . ... (insert name of language), the Contractor shall
make a competent interpreter available during all working hours.
Sub-clause 4.4

Subcontractors

The wording in the


less (or no) consent is required, some (or all) of sub-paragraphs (a) to (e)
qualified in the Particular Conditions:
EXAMPLE

Prior consent shall not be required if the

--

Sub-clause 4.8

Safety Procedures
not be appropriate for him to
loyer's obligations should be

If the Contractor is sharing occupation of the Site with


provide some of the listed items. In these circumsta
specified.

__
J

Sub-clause 4.1 2

Unforeseeable Physic
e risk of sub-surface conditions is an
ing prepared. If this risk is to

In the case of major sub-surface works, the


aspect which should
be shared between the parties, the Sub-

. . . . .

EXAMPLE

of Sub-clause 4.12 and substitute:


such Cost,
. per cent ( ___%)
all be included in the Contract Price (the balance
percent of the Cost shall be borne by the Contractor).
_.___

Sub-clause 4.1 6
For a plant contract,
..

EXAMPLE

.-

. -. .
-

- .- .

._. . .-

Insert at the.end of Sub-clause 4.1 6:


Contractor shall request the Engineer's permission to deliver any
item of Goods to the Site. No Goods shall be delivered without this
permission, which shall not relieve the Contractor from any
obligation.

Contractor's Equipment
Equipment necessary to complete the Works,
be specified: see Sub-clause 4.20. If vesting of Contractor's
may be added, subject to their being consistent with

At the end of Sub-clause 4.17, add the following paragraphs:


Contractor's Equipment which is owned by the Contractor (either
directly or indirectly) shall be deemed to be the property of the
Employer with effect from its arrival on the Site. This vesting of property
shall not:

0 FlDlC 1999 except: example tcxt bctwccn IIIICS may hc copied

(a)

affect the responsibility or liability of the Employer,

(b)

prejudice the right of the Contractor to the sole use of the vested
Contractor's Equipment for the purpose of the Works, or

(c)

affect the Contractor's responsibility to operate and maintain


Contractor's Equipment.

The property in each item shall be deemed to revest i


when he is entitled either to remove it from the
Taking-Over Certificate for the Works,
Sub-clause 4.1 9

eive the

Electricity, Water and Gas

If services are to be available for the Contractor to use, the


including locations and prices.
Sub-clause 4.20

Employer's Equipment and Fr

For this Sub-clause to apply, the Specification shoul


provide and/or operate and should specify all nec
further provisions may be necessary, in order to

erial

item which the Employer will


With some types of facilities,
uch as liability and insurance.

Sub-clause 4.22
If the Contractor is sharing occupation oft
responsible for its security. In these circu

ers, it may not be appropriate for him to be


mployer's obligations should be specified.

fiv

Clause 5

~ eigs

Sub-clause 5.1

bligations

The Contractor commen


outline design. Such
Tenderers should be
or a requirement.

ising the Employer's Requirements, which may include an


been necessary to establish the feasibility of the project.
t to which the Employer's outline design is a suggestion

ntractor's Documents

ents" are defined as the documents which the Contractor must submit to
elsewhere in the Contract, which will not necessarily include (for example)
ments which the Contractor's Personnelwill need in order to execute the Works.
Requirements should specify the extent to which Contractor's Documents are
ich of them are required for approval (not just review), and the submission procedures.
, it may be appropriate for the Employer's Requirements for a plant contract to specify
ontractor's Documents shall include drawings showing how the Plant is to be affixed and
er information required for:
preparing suitable foundations or other means of support,
(b)

providing suitable access on the Site, for the Plant and any necessary equipment, to the
place where the Plant is to be erected, and/or

(c)

making necessary connections to the Plant.

0 FlDlC 1999 except: example text between lines may be copled

Different "review periods" may be specified, taking account of the time necessary to review the
different types of drawing, and/or of the possibility of substantial submissions at particular stages
of the design-build process.

Clause 6

Staff and Labour

Sub-clause 6.5

Working Hours

If the Employer does not wish to specify working hours in the


to the times specified by the Tenderer (in order to plan the
Sub-clause may be deleted.

I
I

Facilities for Staff and Labour

Sub-clause 6.6
v)

E ]

If the Employer will make some accommodation availabl


specified.

9 1

Contractor's Superintenden

Sub-clause 6.8

If the ruling language is not the same as the tan


Clause 1.4), or if for any other reason it
superintending staff shall be fluent in a particu
.

ations to do so should be

unications (under Subthat the Contractor's


nce may be added.

- ._
- -..- .

- - .- -_.

WPLE

f the Contractor's superintending staff shall

ber of competent
s available on Site during all working hours.
-

.. .

Additional Sub-Clauses
Examples for PO
circumstances

rovisions which could be added, in order to take account of the


Site, are included in FIDIC's Conditions of Contract for

Plant, Materials and Workmanship

Clause 7
b-Clause

by an institution whose rules or policies require a restriction on the


may be added:
PLE SUB-CLAUSE
All Goods shall have their origin in eligible source countries as defined in

(insert name of published guidelines for procurement).

Goods shall be transported by carriers from these eligible source


countries, unless exempted by the Employer in writing on the basis of

10

0 FIMC 1999 except: example text between lines may be copied

potential excessive costs or delays. Surety, insurance and banking


services shall be provided by insurers and bankers from the eligible
source countries.

Clause 8
Sub-clause 8.2

Commencement, Delays and Suspension


Time for Completion

Q@@,

Appendix
If the Works
to Tender.
are to be taken-over in stages, these stages should be defin

Sub-clause 8.7

in the

Delay Damages

Under many legal systems, the amount of these pre-defined damages


pre-estimate of the Empl
is to be quoted as the su
damages (per day) as the
the Accepted Contract Amount is expressed in the
be defined as a percentage or be defined as a figu

resent a reasonable

ee Sub-Clause 14.15(b).

Additional Sub-clause

Incentives for early completion may be incl


13.2 refers to accelerated completion):
EXAMPLE SUB-CLAUSE
be completed by the dates given in the
er that these Sections may be occupied and
yer in advance of the completion of the whole of the
the work required to be executed to entitle the
Employer's Requirements.

%*
@
+

Clause 9

J@& & - b U S

For the purposes of calculating bonus payments, the dates given in the
Appendix to Tender for completion of Sections are fixed. No adjustments
o the dates by reason of granting an extension of the Time for
mpletion will be allowed.
--. --

Tests on Completion
Contractor's Obligations

m o er's Requirements should describe the tests which the Contractor is to carry out before
I d to a Taking-Over Certificate. It may also be appropriate for the Contractor's Proposal
e detailed arrangements, instrumentation, etc. If the Works are to be tested and taken-over
in sta s, the tests requirements may have to take account of the effect of some parts of the Works
eing incomplete.

The wording in the sub-paragraphs includes the conditions which are typically applicable for a plant
contract, but otherwise may require amendment. In particular, sub-paragraph (c) refers to trial
operation, during which any product produced by the Works becomes the property of the Employer.
He thus becomes responsible for disposing of it, and entitled to retain the proceeds from selling it. If
the product is to be retained by the Contractor, the Sub-Clause should be amended accordingly.
0 FlDlC 1999 except: example text between llties may be copied

11

Sub-clause 9.4

Failure to Pass Tests on Completion

If the reduction referred to in the final paragraph, based on the extent of the failure, is to be defined
in the Particular Conditions or in the Employer's Requirements, minimum acceptable performance
criteria should also be specified.

Clause 10

Employer's Taking Over

Sub-clause 10.1

Taking-Over Certificate

If the Works are to be taken-over in stages, these stages sho


Appendix to Tender. Precise geographical definitions are a
include a table, so as to define the aspects relating to the
Completion and delay damages: the table is shown in the ex

Clause 11

releases, Time for

Defects Liability

Sub-clause 11.10

Unfulfilled Obligations
e in relation to the period of liability

It may be necessary to
imposed by the applicable law.

Clau,se 12

Tests aft

Sub-clause 12.1

etion

nv

The Employer's Requirements s


the Works fulfil his perf
most difficult to speci
appropriate for the
instrumentation req

ribe the tests he requires, after taking-over, to verify that


nts. For some types of Works, these Tests may be the
ey are critical to a successful outcome. It may be
to include detailed arrangements, and/or to define any
t included in the Plant.

it may be essential to define the physical inputs, and/or for tenderers


of Guarantees, probably) the performance criteria which their Plant will

achieve.

mv

eneral Conditions are based upon the Tests after Completion being carried

accordingly. For example, the provisions in FIDIC's Conditions of


are based upon these Tests being carried out by the Contractor,

Failure to Pass Tests after Completion


the method of calculating the non-performancedamages
defined in the Particular Conditions or in the Employer's
performance criteria should also be specified.

Clause 13

Variations and Adjustments

Variations can be initiated by any of three ways:

12

0 FlDlC 1S99 except: example text between lines may be copied

(a)

the Engineer may instruct the variation under Sub-clause 13.1, without prior agreement as
to feasibility or price;

(b)

the Contractor may initiate his own proposals under Sub-clause 13.2, which are intended to
benefit both Parties; or

(c)

the Engineer may request a proposal under Sub-clause 13.3, seeking


to minimise dispute.

Sub-clause 13.5

Provisional Sums

Although generally inappropriate for this type of contract, a Provisio


parts of the Works which are not required to be priced at the
a Provisional Sum may be necessary to cover goods which the
with a major uncertainty re
Provisional Sum (in a Schedule, probably),since the defined
other elements of the Acc
Sub-clause 13.5(b),the percentage should be quoted by
Sub-clause 13.8

excluded from the


Appendix to Tender.

Adjustments for Changes in

These provisions for adjustments may be requir


Appendix to Tender should include a tab1
table is shown in the example Appendix.
weightings/coefficients ("a", "b", "c",
selection and verification of cost indice

nreasonable for the Contractor to


Sub-clause is not to apply, the
rencies of payment: the appropriate
must not exceed unity), and in the
e appropriate. For a plant contract, it

incurred by manufacturers.

Clause 14
Sub-clause 14.1

When writing the Pa


tenderers will take

nditions, considerationshould be given to the amount and timing of


A positive cash flow is clearly of benefit to the Contractor, and
the interim payment procedures when preparing their tenders.
ract is based on a lump sum price, with little or no remeasurement. The
unts, quoted in the currencies of payment (which may, but need not,

Variations, Tenders may be required to be accompanied by detailed price breakassessment of interim payments. However, the informationmay not have been priced
. When the tender documents are being prepared, the Employer must therefore decide

Clause 14.1, and any other matters relating to payment.


If Sub-clause 14.1(a) is not to apply, the method of determining the Contract Price should be defined
in additional Sub-Clauses, as envisaged in the last sentence of Sub-clause 14.1. If payment for any
0 FlDlC 1999 except: example text between lines may be copied

13

part of the Works is to be made on the basis of measurement, the part must be defined in the
Contract, and the following wording might be appropriate for one of the additional Sub-Clauses:

__

- .

__

- _.

.-

EXAMPLE SUB-CLAUSE FOR MEASUREMENT


The Engineer shall agree or determine the value of those parts of the
Works which are to
Measurement shall
notwithstanding local practice.

ij
i

o be measured,
resentative, who

Whenever the Engineer requires


reasonable notice shall be given
shall:
(a)
(b)

promptly either attend or send an


representative to
the
measurement,
and
assist the Engineer in ma
supply any particulars re&the
Engineer.

If the Contractor fails to a n n o r send a representative, the


measurement made by (or o k b w I S the Engineer shall be accepted
as accurate.

Contract, wherever any Permanent


rds, they shall be prepared by the
and when requested, attend to
the Engineer, and shall sign the
tractor does not attend to examine and
be accepted as accurate.
mines and disagrees the records, and/or does not
tor shall notify the Engineer of the
h the records are asserted to be inaccurate. After
ice, the Engineer shall review the records and either
r vary them. If the Contractor does not so notify the Engineer
days after being requested to examine the records, they shall
ted as accurate.
. .

. ,. . .

to apply, additional Sub-Clause(s)should be added.


..
, ._
__
ON EXEMPTION FROM DUTIES

All Goods imported by the Contractor into the Country shall be exempt
from customs and other import duties, if the Employer's prior written
approval is obtained for import. The Employer shall endorse the
necessary exemption documents prepared by the Contractor for
presentation in order to clear the Goods through Customs, and shall also
provide the following exemption documents:
(describe the necessary documents, which the Contractor will be unable
to prepare)
V

If exemption is not then granted, the customs duties payable and paid
shall be reimbursed by the Employer.
All imported Goods, which are not incorporated in or expended in
connectionwith the Works, shall be exported on completion of the Contract.

14

Q FlDlC 1999 except: example lex1 between lilies inay be copied

If not exported, the Goods will be assessed for duties as applicable to the
Goods involved in accordance with the Laws of the Country.

(a)

Goods which are similar to those locally produced, unless they are
not available in sufficient quantities or are of a diff
that which is necessary for the Works; and

(b)

any element of duty or tax inhere


included in the Accepted Contract A

Port dues, quay dues and, except


or duty inherent in the price of go0
included in the Accepted Contra

ny element of tax
be deemed to be

56
00

[#
; (I)
!

liable for income tax levied in


n currency, or for income tax

earnings paid in the Country in


ce remaining of their earnings paid in

emption for the purposes of this Sub-clause. If it

Sub-clause 14.2

When writing the Particula

is to provide major items of Plant, consideration should be given to the benefits of


during manufacture. The Employer may consider it advisable to have some form
these payments would not relate to anything in his possession. If the Contractor
led to stage payments prior to shipment, the tender documents may include:
rovisions in the Appendix to Tender linking the timing of advance payment (under this Sub-

(b)

in the Schedule of Payments or other document to be used to determine the contract value
under Sub-clause 14.3(a), a price for each of these stages (this would require the addition
of provisions for securities);or

(c)

detailed amendments to Sub-clause 14.5.

0 FlDlC 1999 except: example texl between lines may be copied

$E
w n

i eB

EXAMPLE SUB-CLAUSE ON EXEMPTION FROM TAXES


Expatriate (foreign) person
the Country on earnings p
levied on subsistence,
the Contractor to
Contractor's Pers

However, exemption may not available for:

' ( I )

15

Sub-clause 14.4

Schedule of Payments

The General Conditions contain provisions for interim payments to the Contractor, which may be
based on a Schedule of Payments. If another basis is to be used for determining interim valuations,
details should be added in the Particular Conditions. If payments are to be specified in a Schedule
of Payments, the "minimum amount of interim certificates"could be omitted from the Appendix to
Tender, and the Schedule of Payments could be in one of the following forms:

s_

(a)

an amount (or p
month (or other period) during the Time for Completion, which can
Contractor's progress differs significantly from the expectat
based; or

(b)

the Schedule could be based on actual progress achi

._

work required for a payment milestone is nearly


completed until some months later.

programme (if any), in order to assess whether the


Alternatively, if the Works consist of only a
approach for interim valuations may be ap

ing the Works, which


ts may arise when the
but the balance cannot be

ay be compared with his tender


ly consistent with each other.

f operations, a simple measurement

EXAMPLE SUB-CLAUSE FOR INTERIM


onstruction of the Permanent Works, the
t a bill of principal quantities of the Permanent
together with any supporting information and
ably required by the Engineer. The BPQPW shall
ed final quantities of the principal items of Permanent

in the BPQPW, shall each be included in the rates for Permanent Works
which are to be constructed after the element is carried out.
BPQPW shall be subject to the approval of the Engineer, which may
at any time be withdrawn, and shall be without prejudice to the final
amount due under the Contract. The BPQPW shall be revised and
reissued if it appears at any time before Taking-Over that it will not fully
represent the Permanent Works when complete.
During the Time for Completion, the contract value for the purposes of
sub-paragraph (a) of Sub-clause 14.3 shall not exceed the amount
calculated from the current BPQPW, based on the quantities of
Permanent Works which have been constructed in accordance with the
Contract. Each Statement shall:

16

(a)

be in the same form as that of the current BPQPW,

(b)

include a signed statement that its current BPQPW (including


anticipated final quantities) and the as-constructed quantities are
all correct, and

Q FlDlC 1999 except: example text between lines may be coplad

(c)

Sub-clause 14.7

be accompanied by a certificate signed by the Contractor's


Representative, certifying that the part of the Works constructed
to date complies with the Contract.

Payment

If a different period for payment is to apply, the Sub-clause may be amended:


-.

-.

MAMPLE

__

_ _. . -

.. . . .-

. .

. I - - .

. _. . . .

--__- In sub-paragraph (b)of Sub-clause 14.7, delete


..

If the country/countries of payment need to be specified, de


Schedule.
Sub-clause 14.8

Delayed Payment

If the discount rate of the central bank in the country of the c


basis for assessing the Contractor's financing costs,
Alternatively, the actual financing Costs could be p
arrangements.

g account of local financing

Payment of Retentio

Sub-clause 14.9

If part of the Retention Money is to be rele


additional Sub-clause may be added. The
the tender documents, annexed to the P
document, as Annex F.

ed by an appropriate guarantee, an
of guarantee should be included in

EXAMPLE SUB-CLAUSE FOR REL


on Money has reached three-fifths (60%) of the limit of
stated in the Appendix to Tender, the Engineer shall
ployer shall make payment of half (50%) of the limit of

currencies equal to the payment.

&@$
n/\
s

u w m.

Contractor shall ensure that the guarantee is valid and enforceable


until the Contractor has executed and completed the Works and
remedied any defects, as specified for the Performance Security in SubClause 4.2, and shall be returned to the Contractor accordingly. This
release of retention shall be in lieu of the release of the second half of the
Retention Money under the second paragraph of Sub-clause 14.9.
Currencies of Payment

are to be made in Local Currency, it must be named in the Letter of Tender, and only
of this Sub-clausewill apply. Alternatively, the Sub-clause may then be replaced:
- __

__

- -_

MPLE SUB-CLAUSE FOR A SINGLE CURRENCY CONTRACT


The currency of account shall be the Local Currency and all payments
made in accordance with the Contract shall be in Local Currency. The
Local Currency paymentsshall be fully convertible, except those for local
costs. The percentage attributed to local costs shall be as stated in the
Appendix to Tender.
8 FlDlC 1999 except: example texl between lines may be copied

17

Financing Arrangements
for major contracts in some markets, there may be a need to secure finance from entities such as
aid agencies, development banks, export credit agencies, or other international financing institutions. If financing is to be procured from any of these sources, the Particular Conditions may need
to incorporate its special requirements. The exact wording will depend on the relevant institution,
so reference will need to be made to them to ascertain their requirements, and
the draft tender documents.
The financing institution or bank may wish the Contract to include ref
arrangements, especially if funding from more than one source is to
elements of supply. It is not unusual for the Particular Condition

.-

relevant financing institution to obtain payment. If

quirements are not


project, and/or the

services from any particular


Employer, those banks may be
ed. These banks may prefer the
Cflurnkey Projects.

Contract to be based upon FIDICs Conditions of

financing arrangements and retain

Alternatively, the Contractor may be prepa


responsibility for them, although he would
his own resources. His financing ban
negotiations. They might well require
Contractor would then have

make interim payments, although a large


inancing to cover the shortfall between the
bank) would probably require some form of

when preparing the tender documents, to anticipate the


vide a guarantee for the element of payment which the

latter requirement
Contractor is to rec
be included in the

CONTRACTOR FINANCE
The Employer shall obtain (at his cost) a payment guarantee in the
amount and currencies, and provided by an entity, as stated in the
Appendix to Tender. The Employer shall deliver the guarantee to the
Contractor within 28 days after both Parties have entered into the
Contract Agreement. The guarantee shall be in the form annexed to
these Particular Conditions, or in another form acceptable to the
Contractor. Unless and until the Contractor receives the guarantee, the
Engineer shall not give the notice under Sub-clause 8.1.
The guarantee shall be returned to the Employer at the earliest of the
following dates:
V

18

(a)

when the Contractor has been paid the Accepted Contract Amount:

(b)

when obligations under the guarantee expire or have been


discharged; or

(c)

when the Employer has performed all obligations under the Contract.

Q FIDIC 1999except: example text hetweerr lilies iiiay he copied

Clause 15

Termination by Employer
0)

Sub-clause 15.2

Termination by Employer

-10

$E

Clause 18

Insurance

The wording in the General Conditions describes the insurances which are to be arranged by the
"insuring Party", who is to be the Contractor unless otherwise stated in the Particular Conditions.
lnsurances so provided by the Contractor are to be consistent with the general terms agreed with
the Employer, The Instructions to Tenderers may therefore require tenderers to provide details of the
proposed terms.
If the Employer is to arrange any of the insurances under this Clause, the t
include details as an annex to the Particular Conditions (so that t
insurances they wish to have for their own protection), including
and deductibles; prefer
to effect the insurances described in the third paragra
Equipment, which inc
amount or value of t
Particular Conditions:

v)

__

.________

.. .. .

___ -

..

__ -

..

Delete the final paragraph of

EXAMPLE

8.2 and substitute:


the first two paragraphs of Submaintained by the Employer as

However, the insur


Clause 18.2 shall
insuring Party, and

...

Additional Sub-clause

__-

.-

.2 (for Contractor's
r may not know the
ay be included in the

.- . .- ._
.

___

Insurance for
esign insurance, an additional sub-clause may

If the Employer requires the additional


be added:

EXAMPLE SUB-CLAU
hall effect professional indemnity insurance, which shall
shall be for a limit of not less than
.. . . . .
tractor shall use his best endeavours to maintain the
professional indemnity insurance in full force and effect until
. The Contractor undertakes to notify the
mployer promptly of any difficulty in extending, renewing or reinstating
this insurance.

%@
%

&F
Clause 19
Be r

'ti

. _

- ..

.-. - ..

Force Majeure

tenders, the Employer should verify that the wording of this Clause is compatible with
ning the Contract.

ub-Clause 20.2

Claims, Disputes and Arbitration


Appointment of the Dispute Adjudication Board

Unless the Engineer (although appointed by the Employer) is to make the pre-arbitral decisions
under this Clause 20, in accordance with the alternative option described below, the Contract
should include the provisions under Clause 20 which, whilst not discouraging the Parties from
reaching agreement on disputes as the works proceed, allow them to refer contentious matters to
an impartial dispute adjudication board ("DAB").

20

Q FlDlC 1999 except example lex1 between lines may be copied

The adjudication procedure depends for its success on, amongst other things, the Parties'
confidence in the agreed individual(s) who will serve on the DAB. Therefore, it is essential that
candidates for this position are not imposed by either Party on the other Party: and that, if the
individual is selected under Sub-clause 20.3, the selection is made by a wholly impartial entity.
FlDlC is prepared to perform this role, if this authority has been delegated in accordance with the
example wording in the Appendix to Tender.
Sub-clause 20.2 envisages appointment of the DAB after a Party gives notice
refer a dispute to a DAB. However, for certain types of project, particularly th
work on Site, where it would be appropriate for the DAB to visit th
be decided to retain the services of a permanent DAB. In this c
together with the Appendix and Annex to the General Conditio
Agreement, should be amended to comply with corresponding
Conditions of Contract for Construction.
Sub-clause 20.2 provides for two alternative arrangements f
m DAB:

(b)

a DAB of three persons, each of whom


Parties.

The form of this tripartite agreement could


reference) the General Conditions of D

tripartite agreement with both

alternatives shown at the end of this


these forms incorporate (by
n Agreement, which are included as the
to in Sub-clause 20.2. Under
ication Agreement, each individual person is

referred to as a Member.
Before the Contract is ent
three-person DAB is prefe
fields of expertise which w

tion should be given as to whether a one-person or


account of its size, duration and the

cilitated by including an agreed list of potential members in

make these pre-arbitral decisions. This alternative, which has been


n common law countries, may be appropriate if the Engineer is an
nd resources required for the
ts of the contract. The Employer should recognise that, although the
the Employer as specified in Sub-clause 3.1(a), the Engineer will make
isions impartially and the Employer must not prejudice this impartiality. If this
sidered appropriate, the Sub-clause may be varied:
UB-CLAUSE FOR PRE-ARBITRAL DECISIONS BY THE ENGINEER
Delete Sub-Clauses 20.2 and 20.3.
Delete Sub-clause 20.4 and substitute the Sub-clause 20.4 published
in FIDIC's "Conditions of Contract for Construction" First Edition 1999,
and then delete the second paragraph of such substituted Sub-clause
20.4 and insert the following paragraph:
The Engineer shall act as the DAB in accordance with this Sub-clause
20.4, acting fairly, impartially and at the cost of the Employer. In the event
Q FlDlC 1999 except: example text between lines inay be copied

21

that the Employer intends to replace the Engineer, the Employer's notice
under Sub-clause 3.4 shall include detailed proposals for the
appointment of a replacement DAB.

Sub-clause 20.5

----1

Amicable Settlement

The provisions of this Sub-clause are intended to encourage the


amicably, without the need for arbitration: for example, by direct negotia
or other forms of alternative dispute resolution. Amicable settlement
their success, on confidentiality and on both Parties' accepta
neither Party should seek to impose the procedure on the other
Sub-clause 20.6

Arbitration

The Contract should include provisions for the resolution

arbitration has numerous advantages over litigation in na


to the Parties.
Careful consideration should be given to ens
compatible with the provisions of Clause 2
which is based at 38 Cours Albert ler, 7
arbitration, the International Court of
(typically three in any substantial con
If the UNCITRAL (or other non-I

For major projects

onal arbitration rules chosen are


elements to be set out in the
) are frequently included in international

and on the place of arbitration.


are preferred, it may be necessary to designate,
t the arbitrators or to administer the arbitration,
role specified) in the arbitration rules. It may also be
ng an institution in the Appendix to Tender, ttiat it is

necessary to ensure,

nd may be more acceptable

ionally, it is desirable that the place of arbitration be situated in


uld have ratified a bilateral or multilateral convention (such as the 1958
Recognition and Enforcement of Foreign Arbitral Awards), or both, that
ent of an arbitral award in the states of the Parties.
esirable in some cases for other Parties to be joined into any arbitration
s, thereby creating a multi-party arbitration. While this may be feasible, multiuses require skilful drafting, and usually need to be prepared on a case-by-case

22

R3 FlDlC 1999 except: example text between lines may be copied

Annexes

FORMS OF SECURITIES

publishes guides to these Uniform Rules, legal advice should


written. Note that the guaranteed amounts should be quoted in
the Contract, in which the guarantor pays the beneficiary.

es, as specified in
v)

0 FlDlC 1999

23

EXAMPLE FORM OF PARENT COMPANY


GUARANTEE

Annex A

[See page 4, and the comments on Sub-clause 1.14)

Brief description of Contract


Name and address of Employer
- -. .

. .-

.. .

We have been informed that


an offer for such Contract in response to your invitation,
require his offer to be supported by a parent company g
In consideration of you, the Employer, a
company)
obligation, the due performance of all the Contract
including the Contractor's compliance with all it
and meaning.
If the Contractor fails to so perfo
will indemnify the Employer against and
and expenses) which arise from any su
under the Contract.
This guarantee shall come into
effect. If the Contract
guarantee, or if you
Contractor, this guara
and effect until all th
discharged, when this g
shall be discharged

tractor") is submitting

ntractor, we (name of parent


guarantee to you, as a primary
and liabilities under the Contract,

s, losses and expenses (including legal fees


ich the Contractor is liable to the Employer

effect when the Contract comes into full force and


force and effect within a year of the date of this
not intend to enter into the Contract with the
nd ineffective. This guarantee shall continue in full force
's obligations and liabilities under the Contract have been
all expire and shall be returned to us, and our liability hereunder

and be supplemental to the Contract as amended or varied by the


from time to time. We hereby authorise them to agree any such
due performance of which and compliance with which by the
uaranteed hereunder. Our obligations and liabilities under this guarantee
by any allowance of time or other indulgence whatsoever by the
r suspension of the works to be executed under
or by any amendments to the Contract or to the constitution of the Contractor or
, or by any other matters, whether with or without our knowledge or consent.
all be governed by the law of the same country (or other jurisdiction) as that which
ract and any dispute under this guarantee shall be finally settled under the Rules
ration of the International Chamber of Commerce by one or more arbitrators appointed in
nce with such Rules. We confirm that the benefit of this guarantee may be assigned subject
he provisions for assignment of the Contract.

24

Annex B

1;

EXAMPLE FORM OF TENDER SECURITY

Brief description of Contract


Name and address of Beneficiary

We have been informed that

require his offer to be supported by a tender security.


At the request of the Principal, we
undertake to pay you, the

hereby irrevocably
in total the
receipt by us of your demand

ion of errors in his offer in accordance with


such conditions of invitation, or

at this office on or

This guara
ber of Commerce, except as stated above.

25

Annex

EXAMPLE FORM OF PERFORMANCE SECURITY DEMAND GUARANTEE

[See comments on Sub-clause 4.21

Brief description of Contract


Name and address of Beneficiary
,-

We have been informed that


contractor under such Contract, which

undertake to pay you, the Beneficiary/Employer,

(a) that the Principal is in breach of his o

hereby irrevocably
eeding in total the

er the Contract, and

(b) the respect in which the Principa


[Following the receipt by us of an a
the works under clause 10 of the

of the taking-over certificate for the whole of

have reduced the guaranteed a


ur (minister's/directors'] signature(s) which must be
ary public. The authenticated demand and statement
Defects Notification Pe

guarantee shall expi


We have been i

the Beneficiary may require the Principal to extend this guarantee if the

and shall be subject to the


for Demand Guarantees, published as number 458 by the International Chamber of

%?
('1

26

Signature(s)

When writing the tender documents, the writer should ascertain whether to include the optional text,
shown in parentheses I ]

EXAMPLE FORM OF PERFORMANCE SECURITY


SURETY BOND

Annex D

U-

U0

55

[See comments on Sub-Clause 4.2)

Brief description of Contract


Name and address of Beneficiary
(together with successors and assigns, all as defi
By this Bond, (nameand address o f contractor)
v
(who is the contractor under such Contract) as Principal and (nam-hwld dress of guarantor)
ly held and firmly bound
e "Bond Amount", say:
to the Beneficiary in the total amount of
) for the due performa
ions and liabilities under
the Contract. [Such Bond Amount shall be reduced by
n the issue of the taking-over
s of the Contract.](')
certificate for the whole of the works under clause 10
This Bond shall become effective on the Commenc

ion, or upon the occurrence of any of


onditions of the Contract, the Guarantor
enefciary due to such Default, event or
the Bond Amount.

Upon Default by the Principal to perform any


the events and circumstances listed in sub-c
shall satisfy and discharge the damages
circumstances.(*) However, the total liabili

ot be discharged by any allowance of time or


variation or suspension
t, or by any amendments to the Contract or to the
r by any other matters, whether with or without the

The obligations and liabilities of the


other indulgence whatsoever by th
of the works to be exec
constitution of the Princi
knowledge or consent o f t
Any claim under this Bond mu

efined in the Contract.

eived by the Guarantor on or before (thedate six months after


(the "Expiry
for the Works)
and shall be returned to the Guarantor,

Notification Period

The bene&
tifQV
and subjec t

y be assigned subject to the provisions for assignment of the Contract,


by the Guarantor of evidence of full compliance with such provisions.

This Bond s h w v e r n e d by the law of the same country (or other jurisdiction) as that which
gover
Contract. This Bond incorporates and shall be subject to the Uniform Rules for
published as number 524 by the International Chamber of Commerce, and words
d shall bear the meanings set out in such Rules.
is Bond has been issued by the Principal and the Guarantor on (date)

T
+
I

na re(s) for and on behalf of the Principal

w n a t u r e ( s ) for and on behalf of the Guarantor


U) When writing the tender documents, the writer should ascertain whether to include the optional
(*)

text,

shown in parentheses [ ]
Insert: [and shall not be entitled to perform the Principal's obligations under the Contract.]
Or:
[or at the option of the Guarantor (to be exercised in writing within 42 days of receiving the claim
specifying such Default) perform the Principal's obligations under the Contract.]

27

', U2

Ie
!

Annex E

EXAMPLE FORM OF ADVANCE PAYMENT


GUARANTEE
[See comments on Sub-clause 74.2)

Brief description of Contract


Name and address of Beneficiary
...-.

-.

. . ..

We have been informed that


contractor under such Contract and wishes to
requires him to obtain a guarantee.

(I)

-- . - ..- .

!
undertake to pay you, the Beneficiary/Employ
amount of . .

. hereby irrevocably
ms not exceeding in total the
._
) upon

conditions of the Contract, and


(b) the amount which the Principa

payment repaid to
conditions of the CO
we shall promptly noti
Any demand for paym
at this office on

ur notices issued under sub-clause 14.6 of the


m the Principal) of a copy of each purported notice,
guaranteed amount accordingly.
ntain your signature(s) which must be authenticated by your
authenticated demand and statement must be received by us
e 70 days after the expected expiry of the Time for Completion)

date. We undertake
teed amount upon receipt by us, within such period of 28 days, of your
s not been repaid and
has not been extended.
e shall be governed by the laws of
and shall be subject to the
.
ules for Demand Guarantees, published as number 458 by the International Chamber of
e. except as stated above.

28

cn
2

GUARANTEE

JO

SE

[See comments on Sub-clause 14.9)

29

29

""
W O

Annex G

EXAMPLE FORM OF PAYMENT GUARANTEE BY


EMPLOYER
[See page 17: Contractor Finance]

&?

Brief description of Contract


Name and address of Beneficiary
. .

(whom the Contr

We have been informed that


(whomtheco a
who is hereinafter called the "Principal")is required to obtain a bank

E!
( I ) '

as the Employer and


tee.

hereby irrevocably
s not exceeding in total the
receipt by us of your demand in

At the request of the Principal, we (name of bank)

the Contractor).

writing and your written statement stating:


(a) that, in respect of a payment due

ct, the Principal has failed to make

payment in full by the date fourt


Contract as that within which su
(b) the amount(s) which the Princi
Any demand for payment must be

ied by a copy of [list of documents evidencing


respect of which the Principal has failed to make

payment in full.

bankers or by a notary
at this office on or bef

your signature(s) which must be authenticated by your


thenticated demand and statement must be received by us

erned by the laws of -

Signature(s)

30

__

~. -. - .

and shall be subject to the

-.

.-

-. -. - - - -

GENERAL CONDITIONS

Conditions of Contract
for PLANT and Design-Build
FOR ELECTRICAL AND MECHANICAL WORKS
AND FOR BUILDING AND ENGINEERING WOR
DESIGNED BY THE CONTRACTOR

Forms of Letter of Ten


Dispute Adjudication Agreement

FEDERATION INTERNATIONALE DES INGENIEURS-CONSEILS


INTERNATIONAL FEDERATION OF CONSULTING ENGINEERS
INTERNATIONALE VEREINIGUNG BERATENDER INGENIEURE
FEDERACION INTERNACIONALDE INGENIEROS CONSOLTORES

rn
w
F, D,C

LETTER OF TENDER

NAME OF CONTRACT

TO :

z
We have examined the Conditions of Contract, Employer's Requiremen
Appendix and Addenda Nos
examined, understood and checked these documents and have a
errors or other defects. We accordingly offer to design, execut
remedy any defects therein, in conformity with this Tender whi
the enclosed Proposal, for the lump sum of

eattached

the Works and


documents and

(in currencies of payment) ~ut in Schedule --

We accept your suggestions for the appointment of the


[We have completed the Schedule by add
DAB, but these suggestions are not condi
We agree to abide by this Tender until
be accepted at any time before that date.
Letter of Tender.
If this offer is accepted, we will
as soon as is reasonably practi
accordance with the above-n
the Works will then confor

__

ns for the other Member of the

t shall remain binding upon us and may


ge that the Appendix forms part of this

ed Performance Security, commence the Works


mmencement Date, and complete the Works in
within the Time for Completion. We guarantee that
of Guarantees.

Unless and until a formal Ag


your written acceptan

prepared and executed this Letter of Tender, together with


constitute a binding contract between us.
bound to accept the lowest or any tender you may receive.

Signature

in thecapacity of ____ - - -

__

and on behalf of

.- -

___

not accept, this paragraph may be deleted and replaced by:


We do not accept your suggestions for the appointment of the DAB. We have included our
suggestions in the Schedule, but these suggestions are not conditions of this offer. If these
suggestions are not acceptable to you, we propose that the DAB be jointly appointed in
accordance with Sub-clause 20.2 of the Conditions of Contract

Appendix to Tender
[ Note: with the exception of the items for which the Employer's requirements have been inserted,
the following information must be completed before the Tender is submitted ]
Item

Sub-clause

......

1.1.2.2 & 1.3

Contractor's name and address . . . . .

1.1.2.3 & 1.3

Engineer's name and address . . . . . . .

1.1.2.4 & 1.3

Employer'sname and address

Entry

2a
0

Time for Completion of the Works

....

- days

1.1.3.3

Defects Notification Period . . . . . . . . .

365 days

Electronic transmission systems . . . . .


Governing Law

.................

Ruling language . . . . . . . . . . . . . . .
~

Time for access to


...

Requir

es for the Works

imum amount of Delay damages

K7

If there are Provisional Sums:


Percentage for adjustment of
Provisional Sums . . . . . . . . . . . . . . .

Initials of signatory of Tender

ii

- days after Commencement Date

4.2 . . . . . . . .

- % of the Accepted Contract


Amount, in the currencies and
proportions in which the Contract
Price is payable

6.5..

.......

~~

2.1 . . . . . . . .

. . . . . . . . . . . . 5.1.. . . . . . .
..........

days

...

8.7 & 14.15(b)

8.7.

__

.....

13.5(b) . .

- % of the final Contract Price per


day, in the currencies and proportions
in which the Contract Price is payable
- % of the final Contract Price

If Sub-clause 13.8 applies:


Adjustments for Changes in Cost;
Table(s) of adjustment data . . . . . . .

Coefficient;
scope of index

13.8 .

Country of origin;
currency of index

......

for payments each


month/( YEAR] in

(currency)

Source of index;
Title/definition

a= 0.10 Fixed
b=
Labour
C=
d=
e=
These values and dates confirm the definition of each index

o not define Base Date indices

Total advance payment . . . . . . . . . . . . 14.2. . . . . . .


Number and timing of instalments . . . .
Currencies and proportions

14.2

. . . . . . . . 14.2.
% in

Start repayment of advance payment .

when payments are


%
of the Accepted Contract Amount
less Provisional Sums

Repayment amortisation
payment . . . . . . . . . . .

...

-%

Percentage of retention

...

-%

Limit of Retention Money . .

14.3. . . . . .

-.

% of the Accepted Contract Amount

Plant and Materi

..

14.5(b) . . . . .

[list]
[list]

........

14.5(c) . . . . .

[list]
[list]

...................

14.6. . . . . . .

- % of the Accepted Contract Amount

nts are only to be made in a currency/currencies namedon the first page of the Letter of Tender:
urrency/currencies of payment . . . .

14.15 . . . . . .

-as named in the Letter of Tender

Initials of signatory of Tender

iii

If some payments are to be made in a c u v / c u m not named on the first page of the Letter of Tmcfw;
Currencies of payment

. . . . . . . . . . 14.15

--

--.

Local:
Foreign:
-.I

-l

- _ -__

. . . .

Currency Unit
- ._ -

Percentage payable in the


Currency

__

______

Rate of exchange: number


of Local per unit of Foreign

[name]
[name]
[name]
- -

- ---

Periods for submission of insurance:


(a) evidence of insurance . . . . . . . . .
(b) relevant policies . . . . . . . . . . . . .

18.1 . . . . . . . .
18.1 . . . . . . .

Maximum amount of deductibles for


insurance of the Employer's risks . . . .

18.2(d) . . . . .

Minimum amount of third party


insurance . . . . . . . . . . . . . . . . . . . . . .

18.3

n
v/)
)

-days

-days

The DAB shall be . . . . . . . . . . . . . . .


One sole Member/adjudicator
A DAB of three Members
Appointment (if not agreed) to be
madeby . . . . . . . . . . . . . . . . . . . .

.....

The President of FlDlC or a person


appointed by the President

If there are Sections:


Definition of Sections:
Description
(Sub-clause 1.15.6)

nt

Time for Completion


(Sub-clause 1.1.3.3)

Delay Damages
(Sub-Clause8.7)

under Sub-clause 14.9

drafter of a particular
roviding guidance on which provisions are relevant to the particular contract. This
text should not be included in the tender documents, as it will generally appear

Initials of signatory of Tender

iv

CONTRACT AGREEMENT
This Agreement made the

day of

of

Between
and
Part

19

(hereinafter called the Employer) of the one part,


(hereinafter called the Contrac
e other

Whereas the Employer desires that the Works known as


the Contractor, and has accepted a Tender by the Contr
these Works and the remedying of any defects therein,

uted by
etion of

The Employer and the Contractor agree as follows:


1.

In this Agreement words and expressions shall hav


assigned to them in the Conditions of Contract he

nings as are respectively

2.

The following documents shall be deemed to form a


Agreement:

construed as part of this

3.

(a)

The Letter of Acceptance dated

(b)

The Letter of Tender dated

(c)

The Addenda nos.

(r)

The complet

(9)

The Contrac

In considerati

the payments to be made by the Employer to the Contractor as


the Contractor hereby covenants with the Employer to design,
the Works and remedy any defects therein, in conformity with the

covenants to pay the Contractor, in consideration of the execution and


the Works and the remedying of defects therein, the Contract Price at the
e manner prescribed by the Contract.
reof the parties hereto have caused this Agreement to be executed the day and
fore written in accordance with their respective laws.

for and on behalf of the Employer in the presence

Witness:
Name:
Address:
Date:

SIGNED by:
for and on behalf of the Contractor in the presence
of

Witness:
Name:
Address:
Date:
V

DISPUTE ADJUDICATION AGREEMENT


[for a one-person DAB]
Name and details of Contract
Name and address of Employer
Name and address of Contractor
Name and address of Member

- .

_.

Whereas the Employer and the Contractor have entered into


appoint the Member to act as sole adjudicator who is also called
which has arisen in relation to
The Employer, Contractor and Member jointly agree as foll
W

1.

Federation Internationale des Ingenieurs-Cons


these provisions, which include amendment
Dispute Adjudication Agreement, w
are assigned to them in the Genera

2.

[ Details of amendments to the G

3.

In accordance with Clause 6 o

4.

In consideration of
Contractor in ac

the "General Conditions of


General Conditions of the
ion 1999 published by the
the following provisions. In
ns to the General Conditions of
hall have the same meanings as
Adjudication Agreement.
of Dispute Adjudication Agreement, if

onditions of Dispute Adjudication Agreement,

er payments to be made by the Employer and the


e 6 of the General Conditions of Dispute Adjudication
to act as the DAB (as adjudicator) in accordance with

ractor jointly and severally undertake to pay the Member, in

5.

6.

w--

SIGNED by:

SIGNED by:

behalf of the Employer for and on behalf of the Contractor the Member in the presence of
in the presence of
Witness:
ame:
Address:,
Date:

Witness:
Name:
Address:
Date:

VA brief description or name of dispute to be added.]

vi

Witness
Name:
Address:
Date:

DISPUTE ADJUDICATION BOARD AGREEMENT


[for each member of a three-person DAB]
Name and details of Contract
Name and address of Employer
Name and address of Contractor
Name and address of Member

Whereas the Employer and the


appoint the Member to act as on

"Conditions of Contract for Plant and Design-Bu


these provisions, which include amendme
Dispute Adjudication Agreement, words an
are assigned to them in the General

neral Conditions of the


1999 published by the
d the following provisions. In
to the General Conditions of

f Dispute AdjudicationAgreement, if any]

3.

In accordance with Clause 6 o f t


the Member shall be paid a d

4.

In consideration of t
Agreement, the M
Agreement, as one

5.

ditions of Dispute Adjudication Agreement,

payments to be made by the Employer and the


6 of the General Conditions of Dispute Adjudication
to serve, as described in this Dispute Adjudication
ersons who are jointly to act as the DAB.

The Employer

half of the Employer for and on behalf of the Contractor the Member in the presence of
in the presence of

Address:
Date:

Witness:
Name:
Address:
Date:

Witness
Name:
Address:
Date:

/'A brief description or name of dispute to be added.]

vii

The following significant errata are corrected in this reprinting of the Firk@&of
Plant and Design-Build Contract. Several minor
irregularities have also been corrected.

GENERAL PROVISIONS

&-

the

Page 4

In Definition 1.1.6.3, replace

Page 42

anced and substitute


In the title of Sub-clause 14.2,
Requirements.
Advance.
In the sixth paragraph, delete the o
fter the phrase each of the
three members.
A
In the first line, delete
and substitute Appendix to
Tender.
Sub-clause 20.4: i
e, delete Sub-Clause and substitute
lete each of the italicised acronyms
DABand subs
Dispute Adjudication Board; in the
agraph, delete advanced payment and
t, and delete the word the from the
ons of the Dispute Adjudication Agreement.
lete days and substitute days; at the end of
the and substitute and/or the.
page, delete Agreement until each member has
d substitute Agreement until each of the Members has

Page 61
Page 62

Page 66:

Page 68

cification

by Employers

entence, delete the comma after the phrase Any such


tice.
third line of Clause 6, delete the first two words notice to.

R THE PREPARATION OF PARTICULAR CONDITIONS

Under Sub-clause 14.9, delete EXEMPTION and substitute


RETENTION.
Delete 0 FIDIC.

PO BOX a6
1000 Lausanne 12
Switzerland
Telephone: ++ 41 21 654 44 11
F*:
++41 21 6535432
E-mail:
fidic@pobox.com
http://www.fidic.org

w: