COVER PAGE

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Volume II

Conditions of Contract

Contents Page

Part I – General Conditions of Contract ................................................................................. 1

Part II – Particular Conditions ................................................................................................ 2

Annexes to Volume II .......................................................................................................... 19

Annex A – Example Form of Performance Security ............................................................. 20
Annex B – Example Form of Advance Payment Guarantee................................................. 21
Annex C – Contract Agreement ........................................................................................... 22

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Part I – General Conditions of Contract

The Conditions shall be those issued by FIDIC, ‘Conditions of Contract for Construction for
Building and Engineering Works Designed by the Employer’, First Edition 1999, Errata
Reprint.

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Part II – Particular Conditions

Introduction

Particular Conditions contain supplements, amendments or additions to the Clauses of the

General Conditions that are specifically required for this Contract. Where reference is made
to Part II in the General Conditions this shall be construed as meaning these Particular
Conditions.
Where no supplements, amendments or additions are appended, the full text of the General
Conditions shall apply and the Contractor is recommended to thoroughly co-relate the
General and Particular Conditions as no adjustments shall be made to the Contract Price or
Time for Completion at a later date to compensate for his failure to do so.
Should there be any discrepancy/ambiguity between the General and Particular Conditions,
then the provisions and interpretations of these Particular Conditions shall prevail.

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Particular Conditions

(Clause references follow those of the General Conditions of Contract)

1 GENERAL PROVISIONS
1.1 Definitions
1.1.2 Parties and Persons
1.1.2.9 Delete the words from “or other person(s) …” to the end of the Sub-
Clause.
1.1.6 Other Definitions
Insert the following new definitions:
1.1.6.10 “Time Impact Analysis” means the method of delay analysis where
the impact of a delay is evaluated on the approved programme
according to Sub-Clause 8.3 [Programme] for remaining works taking
into account the actual progress of the Works at the time the Employer
delay event occurred.
1.1.6.11 “Net Method” means that if the Employer Delay Event occurs after the
Time for Completion, then any additional time determined for an extension
of time shall be added to the Time for Completion and not the date of the
Employer Delay Event.
1.1.6.12 “Employer Delay Event” means any event taken in isolation that delays
completion the cause of which is the responsibility of the Employer.
1.3 Communications
Delete the word “mail” in sub-paragraph (a) and substitute the words
“registered mail”.
1.5 Priority of Documents
Delete sub-paragraphs (a) to (h) and substitute the following:
(a) the Contract Agreement (if any),
(b) the Letter of Acceptance,
(c) Letter of Tender with its Appendix to Tender,
(d) the Particular Conditions,
(e) these General Conditions,
(f) the Drawings,
(g) the Specification,
(h) the Tender Procedures,
(i) the Bill of Quantities,
(j) any Addenda, Tender Circulars or Bulletins issued (except where
modifying the documents listed in items (c) to (h) above in which

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case the priority applies as that to which the amendment relates),
and
(k) any other document forming part of the Contract.
1.10 Employer’s Use of Contractor’s Documents
Delete Sub-Clause (b) of this Clause and substitute the following:
(b) entitle any person in proper possession of the relevant part of the
Works to copy, use and communicate the Contractor's
Documents for the purposes of advertising, marketing,
completing, operating, maintaining, altering, adjusting, repairing
and demolishing the Works, for which use the Contractor shall
waive his moral rights, and
1.12 Confidential Details
Insert the following new paragraphs to the end of this Sub-Clause:
The Contractor shall treat the details of this Contract and any
supplemental information obtained during the performance of this
Contract, including, but not limited to, information obtained in site
meetings or in visit’s to Employer’s offices, as private and confidential,
and shall not publish or disclose the same or any particulars of the
Works in any trade or technical paper or elsewhere without the prior
consent of the Employer.
The Contractor shall comply with the terms of the Confidentiality and
Non-Disclosure Agreement provided as an annex to Volume I, Tender
Procedures.
Insert the following new Sub-Clauses:
1.15 Trade Boycotts
The Contractor shall comply with the Laws in force in the Country
relating to the boycotting of trade.
1.16 Anti-Corruption
Each Party hereby undertakes that, at the date of the entering into
force of the Contract, itself, its directors, officers or employees have
not offered, promised, given, authorized, solicited or accepted any
undue pecuniary or other advantage of any kind (or implied that they
will or might do any such thing at any time in the future) in any way
connected with the Contract and that it has taken reasonable
measures to prevent subcontractors, agents or any other third parties,
subject to its control or determining influence, from doing so.
The Parties agree that, at all times in connection with and throughout
the course of the Contract and thereafter, they will comply with and
that they will take reasonable measures to ensure that their
subcontractors, agents or other third parties, subject to their control or
determining influence, will comply with the following provisions:
Parties will prohibit the following practices at all times and in any form,
in relation with a public official at the international, national or local
level, a political party, party official or candidate to political office, and

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a director, officer or employee of a Party, whether these practices are
engaged in directly or indirectly, including through third parties:
(a) Bribery is the offering, promising, giving, authorizing or accepting
of any undue pecuniary or other advantage to, by or for any of the
persons listed above or for anyone else in order to obtain or retain
a business or other improper advantage, e.g. in connection with
public or private procurement contract awards, regulatory permits,
taxation, customs, judicial and legislative proceedings.
Bribery often includes:
(i) kicking back a portion of a contract payment to government or
party officials or to employees of the other contracting Party,
their close relatives, friends or business partners or
(ii) using intermediaries such as agents, subcontractors,
consultants or other third parties, to channel payments to
government or party officials, or to employees of the other
contracting Party, their relatives, friends or business partners.
(b) Extortion or Solicitation is the demanding of a bribe, whether or not
coupled with a threat if the demand is refused. Each Party will
oppose any attempt of Extortion or Solicitation and is encouraged
to report such attempts through available formal or informal
reporting mechanisms, unless such reporting is deemed to be
counter-productive under the circumstances.
(c) Trading in Influence is the offering or Solicitation of an undue
advantage in order to exert an improper, real, or supposed
influence with a view of obtaining from a public official an undue
advantage for the original instigator of the act or for any other
person.
(d) Laundering the proceeds of the Corrupt Practices mentioned
above is the concealing or disguising the illicit origin, source,
location, disposition, movement or ownership of property, knowing
that such property is the proceeds of crime.
“Corruption” or “Corrupt Practice(s)”, as used in this Sub-Clause, shall
include Bribery, Extortion or Solicitation, Trading in Influence and
Laundering the proceeds of these practices.
With respect to third parties, subject to the control or determining
influence of a Party, including but not limited to agents, business
development consultants, sales representatives, customs agents,
general consultants, resellers, subcontractors, franchisees, lawyers,
accountants or similar intermediaries, acting on the Party’s behalf in
connection with marketing or sales, the negotiation of contracts, the
obtaining of licenses, permits or other authorizations, or any actions
that benefit the Party or as subcontractors in the supply chain, Parties
should instruct them neither to engage nor to tolerate that they engage
in any act of corruption; not use them as a conduit for any corrupt
practice; hire them only to the extent appropriate for the regular
conduct of the Party’s business; and not pay them more than an
appropriate remuneration for their legitimate services.

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Any entity, whether an arbitral tribunal or other dispute resolution body,
rendering a decision in accordance with the dispute resolution
provisions of the Contract, shall have the authority to determine the
contractual consequences of any alleged non-compliance with this
Sub-Clause.

2 THE EMPLOYER
2.4 Employer’s Financial Arrangements
Delete this Sub-Clause and substitute the following:
The Employer shall be under no obligation to submit to the Contractor
any evidence of his financial arrangements.

3 THE ENGINEER
3.1 Engineer’s Duties and Authority
Insert at the end of the fourth paragraph the following:
Notwithstanding the foregoing, unless the Contractor receives notice
from the Employer of authority (with or without limitations) delegated to
the Engineer, the Engineer is required to obtain the approval of the
Employer before authorising any instruction that constitutes a
Variation, instructing Provisional Sums, instructing work to be
executed on a Daywork basis or making any determination with
respect to Time for Completion or additional payment and such
instructions and determinations shall bear the countersignature of the
Employer.
3.2 Delegation by the Engineer
Insert at the end of this Sub-Clause the following:
The Employer may also appoint persons who shall have authority to
act as assistants to the Engineer. Such assistants may be named in
the Appendix to Tender or notified to the Contractor in writing and may
be assigned duties and delegated authority to act on behalf of the
Engineer in accordance with the limits of authority as notified to the
Contractor in writing.

4 THE CONTRACTOR
4.1 Contractor’s General Obligations
Delete the last sentence in the fourth paragraph and substitute the
following:
The Contractor shall submit details to and obtain consent of the
Engineer, of the arrangements and methods (including design details
and calculations for Temporary Works) which the Contractor proposes to
adopt for the execution of the Works. No significant alteration to these
arrangements and methods shall be made without the prior consent of
the Engineer.
Insert sub-paragraph (e) in the fifth paragraph as follows:

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(e) If errors, omissions, ambiguities, inconsistencies or other defects
are found in the Contractor’s Documents, they and the Works
shall be corrected at the Contractor’s cost, notwithstanding any
consent or approval under this Clause.
4.2 Performance Security
Delete the second sentence of the second paragraph and substitute with
the following:
The Performance Security shall be issued by a bank approved by the
Employer and from within the country (or other jurisdiction) stated in the
Appendix to Tender and shall be in the form annexed to the Particular
Conditions, or in another form approved by the Employer.
4.4 Subcontractors
In sub-paragraph (a) delete “to suppliers of Materials, or”
Insert the following words at the end of sub-paragraph (b):
and suppliers of Materials and suppliers of Plant.
4.10 Site Data
Insert after the second sentence of the first paragraph the following:
The Employer gives no warranty and shall have no liability in respect of
the adequacy and accuracy of such data and the Contractor makes use
of and interprets the same at his risk and responsibility.
Delete the words “To the extent which was practicable (taking account of
cost and time),” in the first sentence of the second paragraph.
Delete the words “To the same extent,” in the second sentence of the
second paragraph.
Delete the word “and” at the end of sub-paragraph (d) and insert the
following to the end of this Sub-Clause:
(f) the details and levels of existing foundations or other hidden
obstructions or existing utilities, services, conduits, drains or
cables,
(g) the requirement for working space, the presence of existing
utilities or foundations or other hidden obstructions and support
required to adjacent / adjoining properties or structures,
and failure to obtain such information shall not constitute grounds for an
extension of the Time for Completion or adjustment of the Contract Price.
4.12 Unforeseeable Physical Conditions
Delete all the words from “If the Contractor encounters ...” in the second
paragraph to the end of this Sub-Clause and substitute with the
following:
The Contractor shall be responsible for adverse Unforeseeable physical
conditions and the Accepted Contract Amount shall be deemed to allow
for all measures including any additional design works necessary for the
proper execution and completion of the Works.

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The Contractor is deemed to have allowed within the Accepted Contract
Amount for all exploratory excavation, geotechnical and other surveys
and resulting data interpretation necessary to determine the nature and
type of ground conditions.
4.18 Protection of the Environment
Delete this Sub-Clause and substitute the following:
The Contractor shall take all necessary measures to:
(a) protect the environment (both on and off the Site),
(b) comply with the environmental impact statement for the Works (if
any), and,
(c) limit damage and nuisance to people and property resulting from
pollution, noise and other results of the Contractor’s operations
and/or activities.
The Contractor shall ensure that emissions, surface discharges, effluent
and any other pollutants from the Contractor’s activities shall exceed
neither the values indicated in the Contract documents nor those
prescribed by applicable Laws.
4.21 Progress Reports
In sub-paragraph (a) insert after the word “charts” a comma and the
following:
monthly programme update,
Delete sub-paragraph (b) and substitute the following:
photographs showing the status of manufacture and photographic
documentation as required by the Specification;
4.22
Security of the Site
Delete “and” from the end of sub-paragraph (a) of this Sub-Clause, insert
“and” to the end of sub-paragraph (b) and insert the following:
(c) the Contractor shall be responsible to co-operate and co-ordinate
Site security with the Engineer, the Employer, any agent of the
Employer and other contractors.
Insert the following new Sub-Clause:
4.25 Temporary Works
The consent of the Engineer shall be obtained prior to executing any
major Temporary Works in the execution, completion and remedying of
any defects in the Works.

6 STAFF AND LABOUR

6.5 Working Hours
Before “the Engineer gives consent” in sub-paragraph (b), insert the
following:

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the Contractor has given reasonable prior notice (with details of work to
be carried out and labour and Contractor’s Equipment to be employed)
and
Insert the following paragraphs to the end of this Sub-Clause:
Subject to complying with the requirements of this Sub-Clause and any
restrictions and regulations of the authorities having jurisdiction,
notwithstanding normal working hours indicated in the Appendix to
Tender, actual working hours and any requirement to work multiple
shifts shall be determined by the Contractor to comply with the
specified Time for Completion.
The Contractor shall indemnify the Employer against any additional
costs, claims, penalties or fines which may be made or levied against
the Employer by reason of the Contractor working on days of rest or
working outside normal hours of the Laws of the Country.
If sub-paragraph (a) or (b) of this Sub-Clause apply, the Contractor
shall subject to Sub-Clause 2.5 [Employer’s Claims] pay to the
Employer by deduction from Interim Payment Certificates, the
additional supervision costs beyond the normal working hours of the
Labour Law incurred by the Employer. Such additional cost shall be
paid pro-rata the rate for the relevant staff position multipliers
according to relevant Laws of the Country.
The Engineer’s staff rates payable by the Employer may be viewed by
application to the Engineer.
6.8 Contractor’s Superintendence
Insert the following at the end of the first paragraph:
The Contractor shall employ on the Site the “Minimum Superintendence”
staff positions identified in the annex to Volume I. The personnel proposed
by the Contractor shall be subject to the prior consent of the Engineer. The
Contractor shall obtain the Engineer’s consent prior to any demobilization
of such Minimum Superintendence personnel.
If the Contractor removes any of the Minimum Superintendence personnel
or in the event of continuous absence exceeding 7 days without the
Engineer’s consent or without an equivalent replacement to whom the
Engineer has given consent, the Contractor shall pay the Employer a
penalty at the daily rate stated in the annex to Volume I.
Insert the following paragraph to the end of this Sub-Clause:
A sufficient proportion of the Contractor’s superintending staff shall have
a working knowledge of the language(s) of the labour force for
communications.

PLANT, MATERIALS & WORKMANSHIP

7.9 Insert the following Sub-Clause:
Material Approval

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The consent of the Engineer shall be obtained to Materials and Plant
proposed for use in the Works.

8 COMMENCEMENT, DELAYS AND SUSPENSION

8.2 Time for Completion
Delete the word “and” at the end of sub-paragraph (a), insert the word
“and” at the end of sub-paragraph (b) and insert the following sub-
paragraph:
(c) obtaining the Engineer’s consent to “as built” and all other close-out
documents required by the Contract.
8.3 Programme
Delete the first sentence of the first paragraph and substitute the
following:
The Contractor shall, within 14 days after the Commencement Date or
within 14 days after the Engineer requests the Contractor to submit a
revised programme, submit to the Engineer for his consent a detailed
time programme, in such form and detail as the Engineer shall
reasonably prescribe, for the execution of the Works.
Insert a new paragraph after the first paragraph as follows:
In programming the order referenced in sub-paragraph (a) above, the
Contractor shall coordinate his programme with the programme of legally
constituted authorities executing works on the Site to optimize the
programme of the Works.
Delete the first sentence of the second paragraph and substitute the
following:
The Contractor shall proceed in accordance with the programme after
obtaining the Engineer’s consent, subject to his other obligations under
the Contract.
Insert the following after the second paragraph:
If the Contractor fails to submit a programme within the times stated
above, or fails to obtain the Engineer's consent to a programme or
revised programme within 28 days after submittal, which consent shall
not be unreasonably withheld, then the Contractor shall pay to the
Employer the amount stated in the Appendix to Tender which shall
elapse between the respective dates for submittal or consent and the
actual dates for submittal or consent, as the case may be.
The Employer may, without prejudice to any other method of recovery,
deduct those amounts from monies due or to become due to the
Contractor. The payment or deduction of such amounts shall not relieve
the Contractor from his obligations to submit programmes and obtain the
Engineer's consent, or from any other of his obligations and liabilities
under the Contract.
Insert the following at the end of this Sub-Clause:

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The Contractor shall submit to the Engineer for consent monthly
programme updates that record actual progress of the Works.
8.4 Extension of Time for Completion
In sub-paragraph (a) of the first paragraph, delete “or other substantial
change in the quantity of an item of work included in the Contract”.
Delete sub-paragraph (c) of this Sub-Clause and substitute the following:
(c) exceptionally adverse climatic conditions, which for the purpose of
these Conditions shall mean adverse climatic conditions at the Site
which are Unforeseeable having regard to climatic data made
available by the Employer under Sub-Clause 4.10 [Site Data] and/or
climatic data published in the Country for the geographical location of
the Site.
Insert the following after the word “Site” at the end of sub-paragraph (e)
of this paragraph:
but provided that:
(f) the Contractor has made reasonable and proper efforts to mitigate
such delay,
(g) any such delay which impacts the critical path and exhibits
concurrency with another delay the cause of which is the
responsibility of the Contractor, then, subject to compliance with
Particular Condition Sub-Clause 20.1 [Contractor’s Claims], the
Contractor shall be entitled to an extension but without any
entitlement to compensation for associated loss and expense.
Insert the following at the end of this sub-clause:
The Engineer’s determination shall be based on the effect of each
Employer Delay Event applied to the accepted monthly programme
update current at the time the Employer Delay Event occurred using
Time Impact Analysis method.
When an Employer Delay Event occurs during a period of delay for
which there is no entitlement to an extension of the Time for Completion,
such Engineer’s determination shall be made using the Net Method.

11 DEFECTS LIABILITY
11.5 Removal of Defective Work
Insert the following after the first sentence:
During the period such items of Plant are removed from the Site, the
Contractor shall take the necessary measures to maintain the continuity
of operations of the affected system.

12 MEASUREMENT AND EVALUATION

12.1 Works to be Measured
Delete this Sub-Clause and substitute the following:

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Variations shall be measured, and valued for payment in accordance
with this Clause and shall take account of the Contractor’s submissions
under Sub-Clause 13.2 [Value Engineering] if applicable.
Except as otherwise instructed by the Engineer, Variations are to be
promptly measured by the Contractor and submitted to the Engineer. As
and when requested, the Contractor shall attend or send another
qualified representative, to attend and agree measurements with the
Engineer, as examined and accepted or corrected by the Engineer and
the Contractor shall sign the same when agreed.
If the Contractor fails to attend or send a representative, measurements
corrected by the Engineer shall be accepted as accurate.
If the Contractor disagrees, and/or does not sign the measurements as
agreed, then the Contractor shall give notice to the Engineer of the
respects in which the corrected measurements are asserted to be
inaccurate. After receiving this notice, the Engineer shall review the
corrected measurements and either confirm or vary them. If the
Contractor does not so give notice to the Engineer within 14 days after
attending to agree the measurements, they shall be deemed accepted
as accurate.
12.3 Evaluation
Delete this Sub-Clause and substitute the following:
Upon instructing or approving a Variation, the Engineer shall proceed in
accordance with Sub-Clause 3.5 [Determinations] to agree or determine
adjustments to the Contract Price by evaluating each item of varied
work, applying the measurement agreed or determined in accordance
with the above Sub-Clauses 12.1 and 12.2 and the appropriate rate or
price for the item.
Following acceptance, all rates and prices in the Bill of Quantities shall
remain fixed until issuance of the Taking-Over Certificate for the whole
of the Works, save as provided in sub-paragraphs (a) and (b) below.
For each item of work, the appropriate rate or price for the item shall
be the rate or price specified for such item in the Contract or, if there is
no such item, specified for similar work.
However, a new rate or price shall be appropriate for an item of work
if:
(a) no rate or price is specified in the Contract for this item, and
(b) no specified rate or price is appropriate because the item of work is
not of similar character, or is not executed under similar conditions,
as any item in the Contract.
Each new rate or price shall be derived from any relevant rates or
prices in the Contract, with reasonable adjustments to take account of
the matters described in sub-paragraph (b). If no rates or prices are
relevant for the derivation of a new rate or price, it shall be derived
from the reasonable Cost of executing the work, together with
reasonable profit, taking account of any other relevant matters. The
Contractor shall substantiate such reasonable Cost by submission of

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original invoices.
Until such time as an appropriate rate or price is agreed or determined,
the Engineer shall determine a provisional rate or price for the
purposes of Interim Payment Certificates.
12.4 Omissions
Insert the following at the beginning of this Sub-Clause:
The Contractor shall not be entitled to payment of overheads or profit on
work omitted by variation except as stipulated in this Sub-Clause below.

13 VARIATIONS AND ADJUSTMENTS

13.1 Right to Vary
Delete sub-paragraph (d) of this Sub-Clause and substitute the following:
omission of any work (without entitlement to payment to the Contractor of
compensation for loss of profit and overhead on the omitted work),
unless it is to be carried out by others, except work may be carried out by
others in accordance with Sub-Clause 11.4 [Failure to Remedy Defects]
or if the Contractor fails to recover progress after adopting revised
methods in accordance with Sub-Clause 8.6 [Rate of Progress]. In such
cases any additional cost incurred by the Employer shall be paid by the
Contractor subject to Sub-Clause 2.5 [Employer’s Claims] in addition to
delay damages (if any) under Sub-Clause 8.7 [Delay Damages],
Delete “or” at the end of Sub-Paragraph (e) and insert “or” at the end of
Sub-Paragraph (f) and insert Sub-Paragraph (g) to this Sub-Clause as
follows:
(g) acceleration of the completion of the Works or of any part.
Insert the following paragraphs to the end of this Sub-Clause:
For the avoidance of doubt, the Contractor shall not be entitled to a
Variation for differences in the quantity of any item of work required by the
Drawings and / or Specification and work included in or referred to in the
Bill of Quantities.
If an item of work is required by the Drawings and / or Specification and
has not been included in or referred to in the Bill of Quantities, it shall be
deemed:
(h) to be an item of work that is required to be executed in the
performance of the Contract, and
(i) it may be subject to Variation by omission, either partially or in entirety,
that shall be measured and evaluated in accordance with Clause 12
[Measurement and Evaluation].
Notwithstanding the provisions of this Sub-Clause, no variation shall be
valid unless approved by the Employer.
13.2 Value Engineering
Delete the preceding comma and the words “excluding adjustments
under Sub-Clause 13.7 [Adjustments for Changes in Legislation] and

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Sub-Clause 13.8 [Adjustments for Changes in Cost]” in sub-paragraph
(c)(i) of this Sub-Clause.

13.3 Variation Procedure

Insert in the first paragraph after “as soon as practicable” as follows:
“and in any case within 21 days after receipt of Engineer’s request”
13.5 Provisional Sums
At the beginning of sub-paragraph (b) insert the following:
work,
Insert the following paragraph to the end of this Sub-Clause:
For the avoidance of doubt, the Contractor shall not be entitled to
compensation for loss of profit and overhead on the unused part of
Provisional Sums, provisional items, or optional items (if any).
13.7 Adjustment for Changes in Legislation
Delete this Sub-Clause and substitute the following:
The Contract Price and the Time for Completion shall not be adjusted
to take account of a change in the Laws of the Country (including the
introduction of new Laws and the repeal or modification of existing
Laws) or in the judicial or official governmental interpretation of such
Laws.
13.8 Adjustment for Changes in Cost
Delete this Sub-Clause and substitute the following:
The Contract Price and the Time for Completion shall not be adjusted to
take account of any increase or decrease in Cost in respect of rise or fall
in the cost of labour and / or materials or any other matters affecting the
cost of the execution of the Works.
Insert the following new Sub-Clause:
13.9 Adjustment for Changes Currency Exchange Rates
The Contract Price and the Time for Completion shall not be adjusted to
take account of any increase or decrease in Cost resulting from changes
in currency exchange rates.

14 CONTRACT PRICE AND PAYMENT

14.1 The Contract Price
Delete sub-paragraph (a) of Sub-Clause 14.1 and substitute:
(a) the Contract Price shall be the lump sum Accepted Contract
Amount and be subject to adjustments in accordance with the
Contract;
Delete the words “except as stated in Sub-Clause 13.7 [Adjustments for
Changes in Legislation]” from sub-paragraph (b) of Sub-Clause 14.1.

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Delete sub-paragraph (d) of this Sub-Clause and substitute the following:
The Contractor shall submit with his Tender a proposed breakdown of
each rate and lump sum price in the Schedules. The Engineer may take
account of the breakdown when preparing Payment Certificates and / or
evaluating items of work, but shall not be bound by it. The Contractor
shall submit to the Engineer within 14 days after receipt of Engineer’s
request a proposed breakdown of any rate or lump sum price in the
Contract in the manner and form instructed by the Engineer.
Add sub-paragraph (e) at the end of the Sub-Clause as follows:
(e) The Contract Price shall be exclusive of VAT. Each Party is
responsible to pay VAT as required by the applicable Laws.
14.2 Advance Payment
Insert the following at the end of this Sub-Clause:
The advance payment will not be paid until the Contractor obtains the
Engineer’s consent to the programme submitted under Sub-Clause 8.3
[Programme].
Delete the last sentence of the third paragraph and substitute the
following:
This guarantee shall be issued by a bank approved by the Employer and
from within the same country (or other jurisdiction) as that from which the
Performance Security is obtained and shall be in the form annexed to the
Particular Conditions, or in another form approved by the Employer.
14.3 Application for Interim Payment Certificates
Delete sub-paragraph (b) of this Sub-Clause.
14.4 Schedule of Payments
In the last paragraph, after “non-binding estimates” amend as follows:
Insert “(or cash flow projections which shall show actual against planned
in a format approved by the Engineer)”, delete “during each quarterly
period” and substitute “each month” , delete “42 days” and substitute “28
days” and delete “submitted at quarterly intervals” and substitute
“submitted monthly as an integral part of the report on progress”.
14.5 Plant and Materials intended for the Works
Insert the following at the end of sub-paragraph (c)(ii):
and have not been prematurely delivered.
In the penultimate paragraph insert the word “actual” before the word
“cost”. In the same paragraph delete the words “and of the contract value
of the Plant and Materials” and substitute:
and subject to the actual cost not exceeding the contract value of the Plant
and Materials.
14.7 Payment
Delete the last paragraph of this Sub-Clause and substitute the following.

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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 Appendix to Tender.
14.8 Delayed Payment
Delete this Sub-Clause and substitute the following:
The Contractor shall not be entitled to receive financing charges if the
Contractor does not receive payment in accordance with Sub-Clause
14.7 [Payment].

15 TERMINATION BY EMPLOYER
15.2 Termination by Employer
Delete sub-paragraph (c) (i) and substitute the following:
to proceed with the Works in accordance with Clause 8
[Commencement, Delays and Suspension] such that the planned time of
completion of the Works shown on the current monthly programme
update exceeds the Time for Completion for the Works by a delay in
which the delay damages equivalent exceeds the maximum amount of
delay damages stated in the Appendix to Tender, as determined by the
Engineer in accordance with Sub-Clause 3.5 [Determinations], or

16 SUSPENSION AND TERMINATION BY CONTRACTOR

16.1 Contractor’s Entitlement to Suspend Work
In the first paragraph of this Sub-Clause, delete “Sub-Clause 2.4
[Employer’s Financial Arrangements] or”.
In the second paragraph of this Sub-Clause, delete “to financing charges
under Sub-Clause 14.8 [Delayed Payment] and”.
16.2 Termination by Contractor
Delete sub-paragraph (a) of this Sub-Clause and re-number remaining
sub-paragraphs (a) to (f).

18 INSURANCE
18.1 General Requirements for Insurances
Insert at the end of the fifth paragraph the following:
Deductibles applicable to insurances shall be borne by the Contractor.
18.2 Insurance for Works and Contractor’s Equipment
Insert the following after the words “the costs of demolition, removal of
debris and professional fees and profit”:
which reinstatement cost shall be a minimum of 10% of the Accepted
Contract Amount.
Insert the following at the end of Sub-Clause 18.2:
Insurance for the Works, Plant and Materials, Contractor’s Equipment

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and Contractor’s Documents shall be effected with deductibles per
occurrence of not more than the amounts stated in the Appendix to
Tender.
18.4 Insurance for Contractor’s Personnel
Delete the second paragraph of this Sub-Clause and substitute the
following:
The Employer and the Engineer shall be indemnified under the policy
of insurance by including in the policy of insurance a waiver of
subrogation extension such that the insurer shall not exercise any right
of subrogation against the Employer, the Employer’s Personnel or any
of their respective agents.
For the avoidance of doubt, the Employer and the Employer’s
Personnel shall not be insured under this policy of insurance.
Insert the following new paragraph after the second paragraph of this
Sub-Clause:
The insurance shall include an employer’s liability extension as stated
in the Appendix to Tender.

20 CLAIMS, DISPUTES AND ARBITRATION

20.1 Contractor’s Claims
After “full supporting particulars of the basis of claim and of the extension
of time” in the fifth paragraph, insert a comma and the following:
(to include evidence of the effect of any impact on the critical path),
20.2 Appointment of the Dispute Adjudication Board
Delete this Sub-Clause.
20.3 Failure to Agree Dispute Adjudication Board
Delete this Sub-Clause.
20.4 Obtaining Dispute Adjudication Board’s Decision
In the first paragraph delete the words “with copies to the other Party and
the Engineer” and substitute “with a copy to the other Party”.
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 that the Employer intends to replace the Engineer, the Employer’s
notice under Sub-Clause 3.4 [Replacement of the Engineer] shall include
detailed proposals for the appointment of a replacement DAB.
20.6 Arbitration
Delete this Sub-Clause and substitute the following:
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 arbitration. Unless otherwise agreed by the Parties:
(a) the dispute shall be finally settled under the [Rules] Arbitration Rules,

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(b) the dispute shall be settled by [one/three] arbitrator appointed in
accordance with these Rules,
(c) the seat of the arbitration shall be [Jurisdiction] and the arbitration
shall be conducted in the language for communications and under
the law defined in Sub-Clause 1.4 [Law and Language],
(d) the place of arbitration hearings shall be [Location]
20.8 Expiry of Dispute Adjudication Board’s Appointment
Delete this Sub-Clause.

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Annexes to Volume II

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Annex A – Example Form of Performance Security
Brief description of Contract: Contract Name

Name and address of Beneficiary:

Employer Name, Address,
(whom the tender documents define as the Employer).

We have been informed that,

_________________________________________________________________________
(hereinafter called the “Principal”) is the contractor under such contract, which requires him
to provide to you a performance security.
At the request of the Principal, we (name and address of bank)
_________________________________________________________________________
hereby irrevocably and unconditionally undertake to pay you, the Beneficiary / Employer,
any sum or sums not exceeding in total the amount of
[Currency]
______________________________________________________________________
the “guaranteed amount”, (in words: [Currency]
_________________________________________________________________________)
being 10% of the accepted contract amount, upon receipt by us of your demand in writing.
This guarantee is effective from its date of issue and is unconditional, irrevocable, payable
on first demand notwithstanding any contestation or objection by the Principal and shall not
be cancelled prior to the expiry date (as defined below) without your written authorization.
Any demand must be received by us at this office on or before _______________________
(the date 70 days after the expected expiry of the Defects Notification Period for the Works)
(the "expiry date"), when this performance security shall expire
We have been informed that the Beneficiary may require the Principal to extend this
performance security if the performance certificate under the Contract has not been issued
by the date 28 days prior to such expiry date. We undertake to pay you such guaranteed
amount upon receipt by us, within such period of 28 days, of your demand in writing and
your written statement that the performance certificate has not been issued and that this
performance security has not been extended.

Signature (sign)
Authorised signatory/signatories for and behalf of the bank
Stamp

Date

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Annex B – Example Form of Advance Payment Guarantee
Brief description of Contract: Contract Name

Name and address of Beneficiary:

Employer Name, Address,
(whom the tender documents define as the Employer).

We have been informed that,

_________________________________________________________________________
(hereinafter called the “Principal”) is the contractor under such contract and wishes to
receive an advance payment, for which the contract requires him to provide to you a
guarantee.
At the request of the Principal, we (name and address of bank)
_________________________________________________________________________
hereby irrevocably and unconditionally undertake to pay you, the Beneficiary / Employer,
any sum or sums not exceeding in total the amount of
[Currency]
______________________________________________________________________
the “guaranteed amount”, (in words: [Currency]
_________________________________________________________________________)
being 10% of the accepted contract amount, upon receipt by us of your demand in writing.
This guarantee is unconditional, irrevocable, payable on first demand notwithstanding any
contestation or objection by the Principal and shall not be cancelled prior to the expiry date
(as defined below) without your written authorization.
This guarantee shall become effective upon receipt of the advance payment by the Principal.
Such guaranteed amount shall be reduced by the amounts of the advance payment repaid
to you, as evidenced by your notices under sub-clause 14.6 of the conditions of the
Contract. Following receipt (from the Principal) of a copy of each purported notice, we shall
promptly notify you of the revised guaranteed amount accordingly.
Any demand must be received by us at this office on or before _____________________
(the date 70 days after the expected expiry of the Time for Completion) (the "expiry date"),
when this guarantee shall expire
We have been informed that the Beneficiary may require the Principal to extend this
guarantee if the advance payment has not been repaid by the date 28 days prior to such
expiry date. We undertake to pay you such guaranteed amount upon receipt by us, within
such period of 28 days, of your demand in writing and your written statement that the
advance payment has not been repaid and that this performance security has not been
extended.

Signature (sign)
Authorised signatory/signatories for and behalf of the bank

Stamp

Date

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Annex C – Contract Agreement

This Agreement is made the _______________ day of __________ in the year 20________
Between the Employer Name, Address,

and as represented by _____________________________________________________ ,

(hereinafter called the “Employer”) of the one part
and Messrs. _______________________________________________________________
of address, _______________________________________________________________
represented by _______________________________, (hereinafter called the “Contractor”)
of the other part.

WHEREAS the Employer desires that the Works known as Contract Name should be
executed by the Contractor, and has accepted a Tender by the Contractor for the execution
and completion of these Works and the remedying of any defects therein.

The Employer and the Contractor agree as follows:

1. In this Agreement words and expression shall have the same meanings as are
respectively assigned to them in the Conditions of the Contract hereinafter referred
to.

2. The following documents shall be deemed to form and be read and construed as part
of this Agreement:
(a) the Letter of Acceptance dated ________________,
(b) the Conditions of Contract,
(c) the Tender Procedures including completed Letter of Tender,
Appendix to Tender, completed Annexes,
(d) the Specification,
(e) the Drawings,
(f) the Bill of Quantities,
(g) any Addenda, Tender Circulars or Bulletins issued, and
(h) any other document forming part of the Contract.

3. In consideration of the payments to be made by the Employer to the Contractor as

hereinafter mentioned, the Contractor hereby covenants with the Employer to
execute and complete the Works and remedy defects therein in conformity in all
respects with the provisions of the Contract.

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4. The Employer hereby covenants to pay the Contractor in consideration of the
execution and completion of the Works and the remedying of defects therein, the
Contract Price of [Currency]
________________________________________________ (in words [Currency]
___________________________________________), or other such sum as may
become payable to the Contractor under the provisions of the Contract at the times
and in the manner prescribed by the Contract.

IN WITNESS whereof the parties have hereto caused this Agreement to be executed the
day and year first before written.

Signed by the Employer

Signature:

Name: Authorised to sign on behalf of:

Employer Name

Capacity:

Dated this day of

Signed by the Contractor

Signature:

Name: Authorised to sign on behalf of:

Capacity:

Dated this day of

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