The Conditions of Subcontract for Construction hav…. FIDIC believes that this new guide provides intern…. R 3, In this Guide, the texts in the Books are reproduc…. R 4, The White Book has been prepared in three stages …. These Guidelines have been developed as a living d…. Quality of Construction or rather, the lack of qua…. A Status Report. The update of Section A focuses on the widely…. The Contractor shall comply with the laws of the countries where activities are performed.
The Contractor shall give all notices and pay all fees and other charges in respect of the Works. The Employer shall provide the Site and right of access thereto at the times stated in the Appendix. The Employer shall, if requested by the Contractor, assist him in apptying for permits, licences or approvals which are required for the Works. The Contr3ctor shall compty with all instructions given by the Employer in respect of the Works including the suspension of all or part of the Works.
No approval or consent or absence of comment by the Employer or the Employer's representative shall affect the Contractor's obligations. The Contractor shall carry out the Works properly and in accordance with the Contract. The Contractor shall provide all supervision, labour, Materials, plant and Contractor's Equipment which may be required. All Materials and plant on Site shall be deemed to be the property of the Employer.
The Contractor shall submit to the Employer for consent the name and paruculars of the person authorised to receive instructions on behatf of the Contractor. The Contractor shall not subcontract the whole of the Works. The Contractor shall not subcontract any part of the Works without the consent of the Employer. The Contractor shall carry out design to the extent specified, as refened to in the Appendix.
The Contractor shall promptly submit to the Employer all designs prepared by him. Within 14 days of receipt the Employer shall notify any comments or, if the design submittecj is not in accordance with the Contract, shall reject it stating the reasons.
The Contractor shall not construct any element of the permanent work designed by him within 14 days after the design has been. One of the Employer's personnel shall have authority to act for him. This authorised person shall be as stated in the Appendix, or as otherwise notified by the Employer to the Contractor. The Contractor shall remain responsible for his tendered design and the design under this clause, both of which shall be fit for the intended purposes defined in the contract and he shall also remain responsible for any infringement of any patent or copyright in respct of the same.
The Employer shall be responsible for the Specifcation and Drawings. The Contractor shall commence the Works on the Commencement Date and shall proceed expeditiousty and without delay and shall complete the Works within the Time. Subject to Sub-Clause The Employer sh l not the contractor when he considers that the Contractor has completed the Works stating the date accordingv Akernatvely the Employer may notlfy the Contractor that the Wo ,dthough not mplete,are ready for tttng over.
The Contractor shall remedy at no cost to the Employer any defects due to the Contractor's design, Materials, Plant or workrnanship not being in accordance with the Contract. On receipt of an application from the Contractor, the Employer shall consider all supporting details provided by the Contractor and shall extend the Time for Comdetion as appropriate.
The cost of remedying defects attributable to any other cause shall be valued as a Variation- Failure to remedy any defects or complete outstanding work within a reasonable time of the Employels notice shall entitle the Employer to carry out all necessary work at the Contractor's cost. A Party shall notiry the other as soon as he is aware of any circumstance which may delay or disrupt the Works, or which may give rise to a claim for additional payment' The Contractor shall take all reasonable steps to minimise these effects'.
The Contractor shall submit to the Employer an itemised make-up of the value of Variations and claims within 28 days of the instruction or of the event gMng rise to the claim. The Employer shall check and if possible agree the value. The contractor,s entitlement to extension to the Time for completion or additional payment shall be limited to the time and payment which would have been due if he had given prompt notice and had taken all reasonable steps.
The remander Ofthe retenlon shall be pald by the Emp10yerto the Contractor wthin 14 days a er etherthe expiry ofthe penod stated in the Append ,or the rernedying of notned defects or the mpletion Of oustanding wok,all as referred to in Sub Clause 9 1,whicheveris the later.
Within 28 days after the submission of this finai account, the Employer shall pay to the. Contractor any amount due. Contractor's notice,the Contractor may by a second notice given within a ttnher 21 days,terminate the Contract The Contractor sha then demob se from the.
The Contractor shall then demobilise from the Site leaving behind, in the case of the Contractor's insolvency, any Contractor's. VVorks not executed at the date ofthe terrnination, sh l be entitled to the Cost of his suspension and demoblisation together with.
Responsibility shall then pass to the Employer. Unless the loss or damage happens as a result of an Employer's Uability, the Contractor shall indemnify the Employe the Employer's contractors, agents and employees against all loss or damage happening to the Works and against all claims or expense arising out of the works caused by a breach of the contract, by. The Contractor shall, prior to commencing the Works, effect and thereafter maintain insurances in the.
All insurances shall conform with any requirements detailed in the Appendix. The policies shall be issued by insurers and in terms approved by the Employer. Contractor shall provide the Employer with evidence that any required policy is in force and that the premiums have been paid.
Unless settled amicably, any dispute or difference which arises betlveen the Contractor and the Employer out of or in connection with the Contract, including any valuation or other decision of the Employer, shall be refened by either Party to adjudication in accordance with the attached Rules for Adiudication 'the Rules". The adjudicator shall be any person agreed by the Parties. A dispute which has been the subject of a notice of dissatisfaction shall be linally settled by a single arbitrator under the rules specified in the Appendix.
Any hearing shall be held at the place specified in the Appendix and in the language refened to in Sub-Clause 1. It is intended that the Short Form of Contract will work satisfactorily without any Particular Conditions. However, if the requirement of the proiect makes it desirable to arnend any Clause or to add provisions to the Contract, the amendments and additions should be set out on pages headed Particular Conditions. Care should be taken with the drafting of such Clauses especially in view of the high priority given to the Particular Conditions by Sub-Clause I.
Any reference in the Conditions of Contract to the Rules for Adjudication shall be deemed to be a reference to these Rules. Definitions in the Contract shall apply in these Rules. Adiudicator shail be a suitably qua.
The Adjudicator's appointment may be terminated by mutual agreement of the Parties. The Adjudicator's appointrnent sha,l expire when the Works have been. The Adjudicator is to be, and is to remain throughout his appointment, impartial and independent of the Parties and shall immediately disclose in writing to the Parties anything of which he becomes aware which could affect his impartiality.
The Ad. The Adjudicator shall not be called as a witness by the Parties to give evidence conceming any dispute in connection with, or arising out of, the Contract.
The Adjudicator shall treat the details of the Contract and all activities and hearings of the Adjudicator as confidential and shall not disclose the same without the prior written consent of the Parties. The Adiudicator shall not, without the consent of the Parties, assign or delegate any of his work under these Rules or engage legal or technical assistance.
The Adjudicator may resign by gMng 28 days' notice to the Parties. Rles fo. The Adjudicator shall in no circumstances be liable for any claims for anything done or omitted in the discharge of the Adiudicator's duties unless the act or omission is shown to have been in bad faith. The Adjudicator shall be pajd the fees and expenses set out in the Adiudicator's Agreement. The daily fee shall be payable for each woking day preparing for or attending Site visits or hearings or preparing decisions including any associated travelling time.
All payments to the Adjudicator shall be made by the Contractor who will be pay entitled to be reimbursed half by the Employer. The Contractor shall invoices The Adjudicator's receipt. All invoices shall contain a brief description of the activities performed during the relevant period. A dispute between the Parties may be refened in writing by either Party to the Adjudicator for his decision, with a copy to the other Party. The Parties shall promptly provide the Adiudicator with sufficient copies of any documentation and inlormation relevant 10 the Contract that he may request' 0 D No later than the ffty-sixth day after the day on which the Adjudicator received a reference or, if later, the day on which the Adjudicator,s Agreement came into effect, the Adjudicator shall give written notice of his decision to the parties.
Such decision shall include reasons and state that it is given under these Rules. All communlcations between either of the parties and the Adjudicator and all hearings shall be in the language of the Adjudicator's Agreement.
All such communications shall be copied to the other party. The Adjudicator shall act as an impartial expert, not as an arbitrator, and shall have full authority to conduct any hearing as he thinks fit, not being bound by any rules or procedures other than those set out herein. Withod limiting the foregoing, the Adjudicator shall have power to:. Contracti fOrthe execution ofthe Prolect and wish to appOint the Adludicator to act as adludicatorin accordance wth the Rules for Adludication rthe Rules 1.
Expenses including the cost of telephone calls, courier charges, faxes and telexes incuned in connection with his dutiesi all reasonable and necessary travel expenses, hotel accommodation and subsistence and other direct travel expenses. The objective of this Contract is to express in clear and simple terms traditional procurement concepts. The C,ontract is intended to be suitable for works of simple content and short duration.
There are no Particular Conditions, afthough these Notes contain alternative wording. All necessary additional information is intended to be provided in the Appendix. A single document is proposed for the form of tender and the agreement. This reffects the simple projects envisaged.
One resutt of the simple form of Contract is that there is an increased burden on the Employer to set olrt in the Specification and Drawings the full scope of works, including the extent of any design to be done by the Contractor. There is no Engineer or Employer's Representative in the formal sense used in some. The Employer takes all necessary actions.
However, the Employer must nominate his authorised spokesman and, if he wishes to engage a consultant to administer the Contract, may appoint a representative with specilic delegated duties and authority. The Contractor also nominates a representative. The Conditions contain no overall limit on the Contractor's liability. The printed form envisages a simple procedure of offer and acceptance. This Agreement shall be governed by the law of 5. The objective of this Contract is to express in clear and simple terms traditional procurement concepts.
The Contract is intended to be suitable for works of simple content and short duration. If it is required that the Contractor should undertake design, this is also provided for. There are no Particular Conditions, although these Notes contain alternative wording for consideration in particular circumstances. All necessary additional information is intended to be provided in the Appendix. A single document is proposed for the form of tender and the agreement. This reflects the simple projects envisaged.
One result of the simple form of Contract is that there is an increased burden on the Employer to set out in the Specification and Drawings the full scope of works, including the extent of any design to be done by the Contractor.
The Employer takes all necessary actions. However, the Employer must nominate his authorised spokesman and, if he wishes to engage a consultant to administer the Contract, may appoint a representative with specific delegated duties and authority. The Contractor also nominates a representative. The Conditions contain no overall limit on the Contractor's liability. If such a limit is required, a Clause should be inserted in the Particular Conditions. Agreement The printed form envisages a simple procedure of offer and acceptance.
In order to avoid the traps and uncertainties that surround "letters of acceptance' and 'letters of intent', it was thought preferable to promote a clear and unambiguous practice. It is intended that the Employer will write in the Employers name in the Agreement and fill in the Appendix where appropriate and send two copies to tenderers together with the Specification, Drawings etc forming the tender package.
In respect of both copies, the Contractor is to complete, sign and date the Offer section and complete any remaining spaces in the Appendix. Having decided which tender to accept, the Employer signs the Acceptance section of both copies and returns one copy to the Contractor.
The Contract comes into effect upon receipt by the Contractor of his copy. If post-tender negotiations are permitted and changes in specification or price are agreed, then the form can still be used after the Parties have made and initialled the appropriate changes to their respective documents.
The Contractor thus makes a revised offer in response to the Employer's revised tender documents and the revised offer is accepted by the Employer signing and returning the Acceptance form. If the changes are extensive, a new form of Agreement should be completed by the Parties. When the applicable law imposes any form of tax such as VAT on the Works, the Employer should make clear whether tenderers should include such taxes in their prices. Similarly, if payment is to be made in whole or in part in a currency other than the currency of the Country, the Employer should make this clear to tenderers.
See Sub-Clause Appendix Any Notes for Guidance on the completion of the Appendix are to be found in the Notes to the Clauses concerned. The Employer should complete the Appendix as indicated prior to inviting tenders.
Tenderers may be asked to insert a Time for Completion at 1. Where tenderers are required to submit design with their tenders, the documents containing the tendered design should be identified by the tenderer against item 1.
A number of suggestions have been made in the Appendix, such as the time for submission of the Contractor's programme under Sub-Clause 7.
If these suggestions are adopted by the Employer, no action is required. Otherwise, they should be deleted and replaced. General Provisions 1. This is as a result of the need for simplicity in Conditions of this sort. The list of documents serves two purposes: firstly, to identify which documents form part of the Contract; and secondly, to provide an order of priority in the event of conflict between them.
Document identification is necessary to avoid any possible doubt, for example because specifications have been subject to revisions. A complete list of Drawings is always desirable and could be attached on a separate sheet. There is no need for Particular Conditions but if amendments to these Conditions are required, they should be inserted on the sheet headed Particular Conditions and given priority over the General Conditions.
If none, delete the reference. The Specification should set out in clear terms any design that the Contractor is required to undertake, including the extent to which any design proposals are to be submitted with the tender. If none, the reference to the Contractor's tendered design should be deleted.
If there is no bill of quantities, delete the reference. If there are additional documents which are required to form part of the Contract, such as schedules of information provided by the Contractor, these should be added by the Employer.
Consideration should be given in each case to the required priority. If a letter of acceptance is used, it should be given high priority, with or in place of the Agreement, for example. The starting date for the Contract is 14 days after the date when the Contractor receives the Agreement signed by the Employer, unless the Parties agree otherwise. The term "Works" is intended to cover all the obligations of the Contractor, including any design and the remedying of defects.
The problem of languages is addressed by requiring the important communications such as notices and instructions to be in the language stated in the Appendix. Otherwise there is no 'Ruling Language. Any arbitration will be conducted in the specified language. If the law of the Contract is not the law of the Country, then Sub- Clause 6. The Employer 2. This is 14 days after the Contract has come into effect, which occurs when the signed Agreement has been returned by the Employer to the Contractor see also Sub-Clause 1.
It is important that risks such as those of poor workmanship or Contractors design are not transferred to the Employer unintentionally. The Sub-Clause is intended to prevent argument. Employer's 3 Two principles guided the drafting of this Clause. This is achieved by Sub-Clause 3. Secondly, those Employers who require professional assistance should not be discouraged from doing so and their consultant should have clearly established delegated powers.
This is the object of Sub-Clause 3. Once appointed, the Employers representative acts for and in the interests of the Employer. There is no dual role or duty to be impartial. If an impartial Employers Representative is required with a role similar to the traditional Engineer, then the following words could be used in the Particular Conditions: Replace the final sentence of Sub-Clause 3.
To the extent that the Employer has delegated powers to an Employer's representative, he should be careful not to exercise such powers himself in order to avoid the risk of conflicting instructions, decisions etc.
The Contractor 4. If a more specific set of standards could be referred to for a particular project, then an amendment in the Particular Conditions would be desirable. Suggested forms of performance bond surety bond or bank guarantee have not been provided. If it is felt that the scale of project warrants security by means of a bond, then local commercial practice should dictate the form.
The amount and a reference to the desired form of any required security should be set out in the Appendix. Design by Contractor 5. The Appendix should indicate to tenderers the Sub-Clause s in the Specification that set out the design requirement. Where the Employer procures any part of the design, the responsibility for design will be shared as this Contract makes the Contractor responsible only for design prepared by him.
The extent of the Contractor's design obligation should therefore be clearly stated if disputes are to be avoided. The Contractor shall remedy at no cost to the Employer any defects due to the Contractor's design, Materials, Plant or workmanship not being in accordance with the Contract. General Conditions 8 FlDlC 5 The cost of remedying defects attributable to any other cause shall be valued as a Variation.
Failure to remedy any defects or complete outstanding work within a reasonable time of the Employer's notice shall entitle the Employer to carry out all necessary work at the Contractor's cost. If as a result of any of the The Contractor shall submit to the Employer an itemised make-up of the value of Variations and claims within 28 days of the instruction or of the event giving rise to the claim. The Employer shall check and if possible agree the value.
In the absence of agreement, the Employer shall determine the value. Monthly Statements The Contractor shall be entitled to be paid at monthly intervals: a b the value of the Works executed, the percentage stated in the Appendix of the delivered to the Site at a reasonable time, Iu o Plant subject to any additions or deductions which may be d The Contractor shall submit each month to th amounts to which he considers himself Interim Payments Within 28 days of delivery of each state the amount shown in the Contrac the Appendix, and less any for disagreement.
The Emplo by him to be due to the Contr The Employer may with security under Sub-Claus a statement showing the oyer shall pay to the Contractor less retention at the rate stated in mployer has specified his reasons by any sum previously considered ments until he receives the performance Within 28 days after the submission of this final account, the Employer shall pay to the Contractor any amount due. If the Employer disagrees with any part of the Contractor's final account, he shall specify his reasons for disagreement when making payment.
Currency Payment shall be in the currency stated in the Appendix. If the Contractor has not taken all practicable steps t days after the Contractor's receipt of the Employer's second notice given within a further 21 days, termi shall then demobilise from the Site leaving behi z 0 used until the completion of the Works.
If the Employer's receipt of this noti or parts of the Works. If the default is not rem Contractor's notice, the 21 days, terminate the act, or is, despite a written give notice referring to this days after the Employer's receipt of the The Contractor shall then demobilise from the Site case of the Contractor's insolvency, any Contractor's mployer instructs in the notice is to be used until the Insolvency If any loss or Works during the above period, the Contractor shall rectify that the Works conform with the Contract.
Unless the loss or damage happens as a result of Contractor shall indemnify the Employer, the Em employees against all loss or damage happening to or expense arising out of the Works caused by negligence or by other default of the Contractormagents or employees. If necessary, the nd, to the extent agreed with 8 z d9 U If the event continues for a termination which shall take After termination, the Con the value of the Works ex to the Site, adjusted ays, either Party may then give notice of after the giving of the notice.
Q FlDlC 9 The policies shall be issued by insurers and in terms approved by the Employer. The Contractor shall provide the Employer with evidence that any required policy is in force and that the premiums have been paid. All payments received from insurers relating to loss or damage to the Works shall be held jointly by the Parties and used for the repair of the loss compensation for loss or damage that is not to be repaired.
The e Parties. In the event of disagreement, rdance with the Rules. If no notice of dissatisfaction is given within the specified e final and binding on the Parties. If notice of dissatisfaction led time, the decision shall be binding on the Parties who shall delay unless and until the decision of the adjudicator is revised by an In the absence ement, the arbitrator shall be designated by the appointing authority specified Any hearing shall be held at the place specified in the Appendix and referred to in Sub-clause 1.
However, if the requirement of amend any Clause or to add provisions to the Cont additions should be set out on pages headed Particular taken with the drafting of such Clauses especially in the Particular Conditions by Sub-clause 1. The Adjudicator shall not be called as a witness by the Parties to give evidence concerning any dispute in connection with, or arising out of, the Contract.
Rules for Adjudication 9 The Adjudicator shall treat the details of the Contract and all activities and hearings of the Adjudicator as confidential and shall not disclose the same without the prior written consent of the Parties. The Adjudicator shall not, without the consent of the Parties, assign or delegate any of his work under these Rules or engage legal or technical assistance.
In the event of resignation, death or incapacity, termination or a failure or refusal to perform the duties of Adjudicator under these Rules, the Parties shall agree upon a replacement Adjudicator within 14 days or Rule 4 shall apply.
Q FlDlC ffV 15 ,z , ff 11 The Adjudicator shall in no circumstances be liable for any claims for anything done or omitted in the discharge of the Adjudicator's duties unless the act or omission is shown to have been in bad faith. The Contractor shall pay im within 28 days of receipt. The Adjudicator's invoices retainer shall be submitted quarterly in advance and invoices expenses shall be submitted following the conclusion of a Site.
All invoices shall contain a brief description of the activities relevant period. The Adjudicator may suspend work if any ior notice has been given to both Parties. A dispute between the Parties may be referred in writing by either Party to the Adjudicator for his decision, with a copy to the other Party. If the Adjudicator has not been agreed or appointed, the dispute shall be referred in writing to the other Party, together with a proposal for the appointment of an Adjudicator.
A reference shall identify the dispute and refer to these Rules. Procedure for 0 20 46 The Adjudicator may decide to visit the Site. The Adjudicator may decide to conduct a hearing in which event he shall decide on the date, place and duration for the hearing. The Adjudicator may request that written statements from the Parties be presented to him prior to, at or after the hearing.
The Parties shall promptly provide the Adjudicator with sufficient copies of any documentation and information relevant to the Contract that he may request.
Without limiting the foregoing, the Adjudicator shall have power to: 5 ' W E W w U 9 a b c d e decide upon the Adjudicator's own jurisdiction, and as to the scope of any dispute referred to him, make use of his own specialist knowledge, if any, adopt an inquisitorial procedure, decide upon the payment of interest in acc open up, review and revise any opinion certificate or valuation, related to the di the Contractor and their respective re 22 All communications between either of hearings shall be in the language of communications shall be copied to the 23 No later than the fifty-sixth da the Adjudicator and all 's Agreement.
Contractor and Adjudicator agree as follows: and the dispute provisions of the Contract shall form part of this Agreement. The Adjudicator shall be paid: A retainer fee of. Expenses including the cost of telephone calls, courier charges, faxes and telexes incurred in connection with his duties; all reasonable and necessary travel expenses, hotel accommodation and subsistence and other direct travel expenses. Receipts will be required for all expenses. The Adjudicator agrees to act as adjudicator in accordance with the Rules and has disclosed to the Parties any previous or existing relationship with the Parties or others concerned with the Project.
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