General Conditions (omitting, however, terms defined in Clause 1 [General

Provisions], as they are readily identifiable by having initial capital letters) and (in
a few cases) the General Conditions of the DAAB Agreement.
(iii) Analysis: This will, where appropriate, review the purpose and function of the Sub-
Clause and the key issues raised by it including those to which, in previous editions
of the RB, YB or SB (as their content is similar), a provision like it has given rise in
practice to a dispute, occasionally referring to legal cases or arbitral awards.
(iv) Related Law: This refers to common law, civil law, international arbitral awards and
P 216 legal principles (specifically, the UNIDROIT Principles), if any, which are relevant
to the provision (other than those already discussed under (iii) Analysis above), as
well as to legal and contract practice in various jurisdictions, without any pretence
to being exhaustive.
(v) Improvements: This indicates suggested improvements, revisions or corrections, if
any, to the Sub-Clause, which users may wish to take into account when drafting the
Particular Conditions and/or which FIDIC may wish to consider when preparing a
new edition of the Red Book.
In the commentary, the terms defined in Clause 1 of the General Conditions (e.g.,
‘Contractor’, ‘Employer’ and ‘Works’) are used throughout. They are readily identifiable by
having, like nearly all terms defined in Clause 1, initial capital letters. For the meaning of
abbreviations commonly used, see the List of Abbreviations and Definitions at the
beginning of this book.
This commentary includes in footnotes reference to, and/or discussion of, the most
relevant provisions – for general users – of The World Bank’s Particular Conditions (‘COPA’)
for use with RB/17 which were issued in 2019. (29)
--ooOOoo--

4 CLAUSE-BY-CLAUSE COMMENTARY
There is contained below a Clause-by-Clause commentary on the General Conditions of
RB/17 beginning with Clause 1. General Provisions.
P 217

1 General Provisions
1.1 Definitions
(1) Their purpose
Sub-Clause 1.1 defines a number of words and expressions. These defined terms are a sort
of verbal shorthand for describing various persons, matters or things referred to in the
General Conditions and more generally in the Contract. Their use avoids the need to
repeat, perhaps many times over, a longer series of words. For example, use of the
defined term ‘Contract’ obviates the need to have to refer to its exact title, date and
(possibly) number, and use of the defined term ‘Contractor’ obviates the need to have to
refer to the full name of the company, or companies in a joint venture, constituting the
Contractor. Defined terms also permit the same person, matter or thing to be referred to
in the same way consistently throughout the Contract making it clear when a particular
person, matter or thing is meant. (1)
(2) A common language (lingua franca)
In addition, the defined terms provide a vocabulary or set of words and expressions
which the Parties and the Engineer can and should be employing – though RB/17 does not
generally require this (2) – in their day-to-day communications. To avoid
misunderstandings and disputes, all Notices (as defined) and other communications,
whether oral or written, between the Parties or with the Engineer (and later with the DAAB
P 218 and arbitrators, if any) should use consistently the defined terms and refrain from
different terminology. (3) The defined terms should, in effect, be incorporated into the
language for communications referred to in Sub-Clause 1.4. (4)
As the Contract is for international use, definitions may also be helpful as they provide a
lingua franca or common language for the Parties and the Engineer to use in their
communications. Otherwise, Parties from different countries with different languages and
cultures may find themselves resorting to different words or terms for the same thing or
the same term or word for different things, leading to misunderstandings and disputes.
(5)
(3) Knowledge of the definitions is necessary
Thus, the Employer, the Contractor and the Engineer need each to be very familiar with
P 219 the defined terms and their use in the Contract. As a matter of good practice, they
should apply them exclusively – always, with their initial capital letters where they are
capitalised – when performing the Contract. Absent any indication to the contrary, it will
tend to be assumed that whenever the defined terms are used with their initial capital
letters in any Notice or other communication during performance of the Contract they
will have the meanings assigned to them by Sub-Clause 1.1. This is, moreover, how the
defined terms are used in this commentary. (6)
Commentary

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 (i) Main Changes from RB/99: The organisation, number and importance or significance of
the definitions have changed. Sub-Clause 1.1 in RB/99 contained 58 definitions grouped
under six subject matter headings, as follows:
1.1.1 The Contract
1.1.2 Parties and Persons
1.1.3 Dates, Tests, Periods and Completion
1.1.4 Money and Payments
1.1.5 Works and Goods
1.1.6 Other Definitions
On the other hand, in RB/17, there are 88 definitions not grouped under headings, but
listed alphabetically. (7) Alternatives have also been added in the definitions. For
example, the abbreviation ‘EOT’ has been added as an alternative to Extension of Time,
‘DNP’ as an alternative to Defects Notification Period, ‘IPC’ as an alternative to Interim
Payment Certificate, and ‘NOD’ as an alternative to Notice of Dissatisfaction.
P 220
Unlike RB/99 which limited the application of defined terms to the General and
Particular Conditions, Sub-Clause 1.1 in RB/17 states that the definitions apply to the
‘Contract’, (8) which is defined in Sub-Clause 1.1.10. The Contract comprises not only the
Conditions but also the Contract Agreement, Letter of Acceptance, Letter of Tender,
addenda and the JV Undertaking, if any, as well as technical documents such as the
Specifications, Drawings and Schedules. Consequently, all persons engaged in the
preparation of the documents making up the Contract need to be alerted to the wide
application of the definitions.
(ii) Analysis: The defined terms in Sub-Clause 1.1 (except for the definitions of ‘day’,
‘month’ and ‘year’) are set forth with initial capital letters. Accordingly, whenever users of
RB/17 come across a term or expression with initial capital letters in the Contract, they
should check Sub-Clause 1.1 for its meaning. This meaning will apply ‘except where the
context requires otherwise’. (9)
As in RB/99, a number of ‘definitions’ are not strictly definitions; that is, they do not state
the exact meaning of a word or expression but, instead, cross-refer to Sub-Clauses where
the meaning of the relevant term is defined or described. (10)
Sub-Clause 1.1 also does not include all definitions used. A number of Clauses or Sub-
Clauses provide for additional definitions for the purposes of those Clauses or Sub-
Clauses; e.g., Sub-Clause 2.5 provides for a definition of ‘items of reference’, Sub-Clause
4.12 provides for a definition of ‘physical conditions’ and Sub-Clause 5.2.1 provides for a
definition of ‘nominated Subcontractor’. As can be seen, those definitions do not have
initial capital letters (other than Subcontractor which is itself a defined term).
In general, changes to the definitions in Sub-Clause 1.1 should be avoided. (11) However,
in some circumstances, it may be desirable to amend a definition for a particular
construction project. (12) If new definitions are introduced into Sub-Clause 1.1, care needs
to be taken to ensure that the numbering and placement of the new definitions are
consistent with the numbering and alphabetical ordering in that Sub-Clause.
P 221
The following are comments on the individual definitions in Sub-Clause 1.1 [Definitions].
In the Contract the following words and expressions shall have the meanings
stated, except where the context requires otherwise
1.1.1 ‘Accepted Contract Amount’
1.1.1 “Accepted Contract Amount” means the amount accepted in the Letter of
Acceptance for the execution of the Works in accordance with the
Contract.
The Accepted Contract Amount is the amount which, upon entry into the Contract, the
Parties have agreed that the Employer should pay the Contractor for the execution of the
Works. It is set forth in the Letter of Tender, which the Employer accepts by the Letter of
Acceptance and/or in the Contract Agreement. The Accepted Contract Amount, which is a
fixed amount, (13) is to be contrasted with the Contract Price which is variable and the
actual amount to be paid to the Contractor after adjustments on account of Claims,
Variations, changes in Cost, etc. (14)
1.1.2 ‘Advance Payment Certificate’
1.1.2 “Advance Payment Certificate” means a Payment Certificate issued by
the Engineer for advance payment under Sub-Clause 14.2.2 [Advance
Payment Certificate].
P 222
This newly defined term refers to the Payment Certificate issued by the Engineer under
Sub-Clause 14.2.2 [Advance Payment Certificate] for the advance payment. As provision for
an Advance Payment Certificate helps clarify how, when and under what conditions, the
advance payment is to be made, this is a welcome new addition. (15)

4
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