i

ii i i i i

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U !i i 2 i

2i

,'! i C i i : i i i i i , : i,

d Desig n- Bu i ld

FOR ELECTR I CAL AN D M ECHAN ICAL PLANT, AN D

FOR BUILD I N G AND ENG IN EERING WORKS, DES IGN ED BY THE CONTRACTOR

G E N E RAL CO N DITI O NS

GU I DAN C E FO R TH E
P REPARATI O N OF
PARTICU LAR CON DITIO NS

Conditions of Contract

for P LANT and Desi g n- B u i l d

FO R E LECTRI CAL AN D M EC HAN I CAL WO R KS
AN D FO R B U I LD I N G AN D EN G I N EER I N G
WO R KS D ES I G N E D BY TH E CO NTRACTO R

FO R MS O F LETTER O F

TEN DER , CO NTRACT

AG R EEM ENT AN D

DI S PUTE ADJ U D I CATI O N

AG R EEM E NT

Rrst Ed itio n 1 999

ISBN 2 -8 8 43 2-02 3-7

FEDERATIO N tNTERNATIONALE DES {NG E N I EU RS - CON S EI LS

INTERNATIONAL FEDER
ATION OF CONSULTI NG ENGIN E ERS
INTERNATI ONALE VEREIN IGUNG BER
ATENDER I NGEN IEURE
FEDER
AC ION INTERNACIONAL DE I NG EN I EROS CO N SOLTO RES

FI DI

AC KN OW LE D G E M E NTS

F6d6ration Internationale des lng6nieurs-Conseils (Fi DIG) extends special

thanks to the following members of its Update Task Group: Christopher Wade

(Group Leader), SWECO-VBB, Sweden ; Peter L Booen (Principal Drafter) ,

GIBB Ltd, UK; Hermann Bayerlein , Fichtner, Germany; Christopher R Seppala

(Legal Adviser) , White & Case, France; and Jos6 F Speziale, IATASA,

Argenti na.

The preparation was carried out under the general direction of the FI DIC
Contracts Com mittee which com p rised Jo hn B Bowcock, Consulting

Engineer, UK (Chairman) ; Michael Mortimer Hawkins, SwedPower, Sweden ;

and AxeI-Volkmar Jaeger, Schmidt Reuter Partner, Germany; together with K
B (Tony) Norris-as Special Adviser.
Drafts were reviewed by many persons and organisations, including those listed
below. Their comm ents were du ly stud ied by the Update Task G rou p and , where

considered appropri ate, have influenced the wording of the clauses. Mushtaq Ahmad,

NESPAK, Pakistan ; Peter Batty, Post Buckley International , USA; Roeland Bertrams,
Clif
ford Cha
n ce, Netherlands ; Charles G Borthwick, SwedPower, Sweden ; Manf
fed

Breege, Lahmeyer International, Germany; Pablo Bueno, TYPSA, Spain; Nael G

Bunni , Consulting Eng ineer, Irela
n d; lan Fraser, Beca Carter Hollings & Ferner, New
Zealand; Roy Goode, Oxford University, UK; Dan W Graham, Bri stows Cooke &
Carpmael, UK; Mark Grif
i ths, Griffl ths & Armour, UK; Geoff rey F Hawker, Consulting
f
Engineer, UK; Hesse & Steinberger, VDMA, Germany; Poul E Hvilsted, Elsamprojekt,
Denmark; Gordon L Jaynes , Wh itman Breed Abbott & Morga
n , UK; Tonny Ja
n sen

(Chairman of FID!C Quality Ma

n agement Committee), COWl, Denmark; Philip Loots &

Associates, South Afri ca; Nell McCole, Merz a

n d McLellan , U K; Tim Reyno lds ,
Constant & Constant , UK; Matth ew Needham-Laing , Victoria Russel l & Paul J Taylor,
Berrymans Lace Mawer, UK; David R Wightma
n & Gerla
n do Butera, Nabarro
Natha
n son , UK; the Association of Japan ese Cons ulting Engineers ; the Construction

Industry Authority of the Philippines; European International Contractors; ORGAnisme

de Uaison I ndustries M6talliq ues Eu rop6ennes ("ORGALI M E") ; the International

As
s ociation of Dredging Contractors; the I nternational Bar Association; the Asian

Development Bank; a
n d the World Bank. Acknowledgement of rev
i ewers does not
mean that such persons or orga
n izations approve the wording of all clauses.
FID IC wishes to record its appreciation of th e time and ef
for
t devoted by al l the above .

The ultimate decision on the form n

a d content of the docu ment rests with FI DI C

FiDI C 1 999

FO REWO R D

The F6d6ration Internationale des I ng6nieurs-Conseils (FID IC) published, in l ggg, First
Editions of four new standard forms of co ntract:

Conditions of Contract for Construction ,

which are recommend ed for build ing or engineeri ng works designed by the

Employer or by his representative, the Engineer. Under the usual arrangements

for this type of contract, the Contractor constr
u cts the works in accordance
with a design provided by the Employer. However, the works may include some
elements of Contractor-designed civil, mechanical, electrical and/or
constr
u ction works .

Conditions of Contract fo r Plant and Desig n- Bui ld ,

which are recommended for the provision of electrical and/or mechanical plant,
and for the de
s ign and execution of building or engineeri ng works. Under the
usual arrangements for this t
y pe of contract, the Contractor designs a
nd

provides, in accordance with the Employer's requirements, plant and

/or other

works; which may include any combination of cMI, mechanical, electri cal
and
/or construction works .

Con d it ions of Contract for EPC/Turnkey Projects,

which may be suitable for the provision on a turnkey basis of a process or

power plant, of a factow or similar facility, or of an infrastr

u cture project or other
type of development, where (i) a higher degree of certaint
y of fi nal pri ce and
time is required, and (ii) the Contractor takes total responsibility for the design

and execution of the project, with little involvement of the Employer. Under the

usual arrangements for turnkey projects, the Contractor carries out all the
Engineering, Procurement a
n d Construction (EPC): providing a fully-equipped

facilit
y, ready for operation (at the "turn of the key").
Shor
t Form of Contract,

which is recom mended for building or engineering works of relatively small

capital value. Depending on the type of work a

nd the circumstances, this form
may also be suitable for contracts of greater value, particularly for relatively
simple or repetitive work or work of short duration. Under the usual
arrangements for this t
y pe of contract, the Contractor constructs the works in

accordance wit h a design provided by the Employer or by his representative (if

any), bu
t this form may also be suitable for a contract which includes, or wholly
comprises, Contractor-designed civil, mechanical , electrical and/or
construction works .

The forms are recommended for general use where tenders are invit ed on an
international basis. Modifi cations may be required in some jurisdictions, part icularly if
the Conditions are to be used on domestic contracts. FIDIC considers the official and
au
t hentic texts to be th e versions in the English la
n guage .

In the preparation of these Conditions of Contract for Plant and Design-Build, it was
recognised that, while there are many sub-clauses which will be generally applicable,

there are some sub-clauses which must necessarily vary to take account of the
@ R D I C 1 999

ci rcu mstances relevant to the particular contracb The sub -clauses which were
considered to be applicab le to many (but not all) contracts have been included in the
Gen eral Cond itions, in order to facilitate their incorporation into each contract .
The G en eral Conditio ns and the Par
t icular Cond itions will together comprise the

Conditions of Contract governing the rights and obligations of the parties. It will be
necessary to prepare the Par
t icular Conditions for each individual contract, and to
take account of those sub- clauses in the General Cond itions which mention the
Par
t icu lar Conditions.

For this publication, the General Conditions were prepa

red on the following basis:
interi m payments , in respect of the lump sum Contract Price, will be made as
work proceeds, and will typically be based on instalments specified in a
schedu le;

(ii)

if the wording in the General Conditions nece

s sit ates further data, then (unless

it is so descriptive that it would have to be detailed in the Employer ' s

Requirements) the sub-clause makes reference to this data being contained in

the Appendix to Tender, the data either being pre
s cri bed by the Employer or
being i nserted by the Tenderer;

(iiO

where a sub-clause in the General Conditions deals with a matter on which

d ifferent contract terms are likely to be appl icabl e for dif

ferent contracts , the
p ri nci ples applied in writing the su b- clause were:
(a)

users would fi nd it more convenient if any provisions which they di d not

wish to apply cou ld simply be deleted or not invoked, than i f additio nal
text had to be written (in the Particular Condit ions) because the General
Conditions did not cover their requirements; or

(b)

in other cases, where the appl ication of (a) was thoug ht to be

i nappropriate , the sub-clause contains the provisions which were.

considered app licable to most contracts .

For example, Sub-Clause 1 4.2 [A dvance Payment] is included for convenience, not
because of any FI DIC policy in respect of advance payments. This Sub-Clause
becomes inapplicable (even if it is not deleted) if it is disregarded by not specifying the
amount of the advance . It sho uld th erefore be noted that some of the provisio ns

contai ned in the General Conditions may not be appropriate for a

n apparently-typical
contract.

Fu rther information on these aspects, example wordin g for other arrangements , and

other explanator
y material and example wording to assist in the preparation of the
Par
t icu la
r Conditions and the other tender documents , are included within th is

publication as Guidance for the Preparation of the particular Conditions. Before

incor
p orating any exa
m ple wording, it must be checked to ensure that it is wholly
su it able for the par
t icu lar circumstances; if not, it must be amended .

Where example wordi ng is am ended, and in all cases where other amendments or
additions are made, care must be taken to ensure that no ambigu it
y is created , either

with the General Conditions or between the clauses in the Part icular Conditions. It is
@ FIDI O 1 999

essential that atl these d rafting tasks, and the entire preparation of the tender
docu ments, are entrusted to personnel with the relevant expertise, including the
contractual , technical and procu rement aspects .
This pu b l ication concludes with example forms for the Letter of Ten der, the Appendix
to Tend er (provid ing a checklist of th e sub-c lauses which refer to it) , the Contract
Agreement, and alternatives for the Dispute Adj udication Agreement. Th is Dispute
Adjudication Agreement provides text for the agreement between the Employer, the
Contractor and the person ap pointed to act either as sole adjudicator or as a member
of a three- person dispute adjudication board; and incorporates (by reference) the

ter
m s in the Appen dix to the General Conditio ns.

FI DIC intends to pu blish a guide to the use of its Cond it io ns of Contract for
Construction, for Plant a
n d Design- Build , and for EPC/Turnkey Projects . Another
relevant FI D IC publ ication is "Tendering Procedure " , which presents a systematic
approach to the selection of tenderers and th e obtaining and evaluation of tenders.
I n order to clarify the seq uence of Contract activities , reference may be made to the
charts on th e nex
t two pages and to th e Su b -Clauses listed below (some Sub- Clause
nu m bers are also stated in the charts) . The char
t s are il lustrative and must not be
taken into consid eration in the interpretation of th e Conditions of COntract.
1 . 1 . 3. 1

&

1 3.7

Base Date

1 . 1 .3. 2

&

8. 1

Commencement Date

1 . t .6.6

&

4.2

1 . 1 .4. 7

&

1 4 .3

1 . 1 .3 , 3

&

8. 2

1 . 1 .3 .4

&

9. 1

1 . 1 . 3 .5

&

1 0. 1

1 . 1 .3.6

&

1 2.1

1 . 1 .3.7

&

1 1 .1

1 . 1 .3 . 8

&

1 1 .9

Perfor
m ance Security
Interim Payment Cer
t ifi cate
Time for Comp letion (as ex
t ended under 8 .4)
Tests on Completion
Taking-Over Cer
t ifi cate
Tests af
t er Co mpletion (if any)
Defects Notifi cation Period (as ex
t ended under 1 1 . 3)

1 . 1 . 4. 4

&

1 4. 1 3

@ FI D I C 1 999

Per
forma
n ce Cer
t ifi cate

Final Payment Cer

t ific
ate

Submissio n Iss u e of th e

8. 1

! 0 . 1 l ssue of

1 1 , 9 Issue of

Tender

of the

Letter of

Commencement

Taking-Over

Performa
n ce

Documents

Tender

Acceptance

Date

Certifi cate

Certif
i cate

I ssu e of t he

Base

Defects

D ate

8 . 2 Time fo r

Notif
i cation

Completion 1

Period 3

28d

Delay attri butable

< 2 8d

to the

Te n d e r

pedod

1 .1 Notifying -:

< 21 d

of Defects

Contractor2

4 , 2 I s ue of the

9 . 1 Tests on

Per
for
m ance Security

Com pletion 4

Remedying
of D efe
cts

4 , 2 Retu rn of
th e P e r
fo r
m ance

Se
c urity

Typical sequence of Principal Events during Contracts for Plant and Design-Build
1.
2.
3.

4.

The Time for Completion is to be stated (in the Appendix to Tender) as a number of days, to which is added

any extensions of time under Sub-Clause 8 . 4 .

In order to ind icate the sequence of events, the above diag ram is based upon the example of the Contractor
faili ng to com ply with Sub-Clause 8 . 2 .
The Defects Notification Period is to be stated (in the Appendix to Tender) as a nu m ber of days , to which is
added any ex
tensions under Sub-Clause 1 1 .8 .

Depending on the type of Works. Test after Completion may also be required.

Fi D[C 1 999

1 4 ,3 Contractor

1 4,6 Engineer

1 4 ,7 Employer makes

s u bm its State ment

issu es I nter i m

the payment to the

to the Eng ineer

Payment Certifi cate

o n tracto r
C

Each of t h e

< 56d

month ly (or
otherwise)
i nte ri m

< 28 d

payments

Th e fi n a l

Engineer veri es the

paym ent

statement, Contractor
< 56d

< 28 d

su bm its inform at ion

1 4 , 1 1 Contractor submits

1 4. ! 1 Contrac: or

1 4 , 1 3 Engi neer issues

1 4. 7 Employer

draft fi nal statement to the

su bmit s Fina
l Statement

Fina
l Payment

makes payment

Engineer

nd the 1 4. 1 2 discharge

Certifi cate

Typ ical seque nc e of Paym ent Events e nvisaged in Clause 1 4

Party g ives

20 .2 Parties

20 ,4 A Party refers

20 .4 A Party may

20 , 6 A Party

notice of the

appoint the

a dispute to the

issue a "notic
a of

may init iate

i ntentio n to

DAB

DA
B

d is
s atisfact io n "

arbitration

refer a dispute
to a DAB

< 28d

Parties present

Amicable

s u bm issions to th e DAB

s ettlem e nt

< 2 8d

< 84d

DAB give
s

Arb itrator/s

t s deci sion
i

appointed

Typ i cal s equ ence of D is pute Events e nvisaged i n C l ause 20

FI D I C 1 999

> 5 6d

GENERi L CONDITIONS

GU I DAN C E FO R TH E

P RE PARATI ON O F

PARTICU LAR CON DITI O NS

Cond itions of Contract

FOR M S O F LE-I-I-ER O F

for P LANT an d Desi g n- B u i l d

TEN D ER , CO NTRACT
AG RE E M E NT AN D
D IS P UTE A DJ U D I CATI O N

FO R E LECTR I CAL AN D M EC HAN I CAL WO R KS

AN D FO R B U I LD I N G AN D EN G I N E E R I N G
WO R KS D ES I G N ED BY TH E CO NTRACTO R

AG R E E M ENT

General Co nditio ns

FE D ERATIO N I NTER NATI O NALE D ES

I N G E N I EU RS - C O N S E I LS

I NT E R NATIO NAL F E D E R
ATION O F CO N SU LT
I N G EN G I N E E RS
I NTER NAT
I O NALE VER E I N I G U N G BE R
AT E N D E R I N G E N I E U R E
FE D ERACI O N I NT ER NAC I O NAL DE I N G E N I E ROS CO NS O LTOR ES

FI DI

G en e ral Co n d iti o n s
CO NTE NTS

G E N E RAL P ROVIS IO NS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1 .1

Defi nitions

1 .2

Interpretation

1 .4
1 .5
1 ,6
1 ,7
1 .8
1 .9

Law an d Language
Priority of Docu ments
Contract Agreem ent
Assignment
Care an d Supply of Documents
Errors in the Employer' s Requirements

1 .1 1

Contractor' s Use of Employer' s Docu ments

1 ,1 2

Confi dential Detai ls

1 .3

Comm unications

1 . 1 0 Employer's Use of Contractor' s Docu ments

1 . 1 3 Compl iance with Laws

1 . 1 4 J oint and Several Uabilit

y
2

TH E EM P LOYER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

2. 1

Right of Access to the Site

2 ,3
2 ,4
2.5

Em ployer' s Person nel

Em ployer' s Financial Arrangements
Em ployer' s Claims

2.2

Perm!ts, Ucences or Approvals

TH E E N G I N E ER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 0

3. 1
3.2

Engineer' s Duties and Authorit

y
Delegation by the Engineer

3 .5

Determinations

3.3
3.4

Instructions of the Eng i n eer

Replacement of th e Engineer

TH E CO NTRACTO R . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1

4. 1

Contractor's General Obligations

4.4

Subcontractors

4.2
4.3

Performance Security
Contractor' s Representative

@ R D I C 1 999

4.5

Nominated Subcont racto rs

4. 6
4.7
4.8
4. 9

Co-operation
Setting Out
Safety Procedu res
Quality Assurance

4. 1 0

Site Data

4. 1 1 Suffi ciency of th e Accepted Co ntract Amount

4 . 1 2 Unforeseeable Physical Conditions
4 . 1 3 Rights of Way and Facilitie
s
4. 1 4

Avoidance of I nterference

4. 1 5

Access Route

4 . 1 6 Transport of Goods
4 . 1 7 Contractor' s Eq uipm ent
4. 1 8

Protection of the Environment

4. 1 9

El ectricit
y, Water and Gas

4.20 Employer's Equipment and Free-Issue Material

4 . 2 1 Prog ress Repor
ts
4.2 2 Security of the Site
4 .23 Contractor's Operations on Site
4 .24

Fossils

D ESIG N

5. 1

General Desig n Obligations

5 .3
5 .4

Contractor 's Un der

t aki ng
Technical Standards and Regulations

5.2

Contractor's Documents

5.5

Training

5.6

As- Built Documents

5.7

Operation an d Maintenance Manuals

STAF F AN D LABO U R . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

6. 1
6 .2
6 .3

Eng agement of Staf

f and Labour
Rates of Wages and Conditions of Labour
Persons in the Service of Employer

6 .4

Labour Laws

6 .5

Worki ng Hou rs

6.7
6 .8

Health and Safet

y
Contractor's Superintendence

6. 1 0

Records of Contractor' s Personnel an d Equipment

P LANT, MATE R IALS AN D WO RKMANS H I P . . . . . . . . . . . . . . . . . . . . . 25

7. 1

Ma
n ner of Execution

7 .2
7 .3

Sample
s
I nspection

5.8

6 .6

6 .9

6. 1 1

7.4
7 .5

7.6

7.7
7 .8
ii

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Design Error

Facilities for Staf

f and Labour

Contractor's Personnel

Disorderly Cond uct

Testing

Rejection

Remedial Work

Ownership of Plant and Materials

Royalties

@ Fi DI C 1 999

C O M M E N C E M ENT, D E LAYS AN D S U SP E N S I O N , , . . . . . .

8, 1

Comm encement of Works

8.2
8.3
8 .4

Time for Com pletion

Prog ramme
Extension of Time for Completion

8, 6
8.7
8 .8
8 ,9

Rate of P rogress
Delay Damag es
Suspension of Work
Consequences of Suspension

8. 1 1
8. 1 2

Prolonged Suspension
Resu m ptio n of Wor
k

8.5

. . . . . . . 27

Delays Caused by Authorities

8 . 1 0 Payment for Plant and Materials in Event of S uspension

TESTS O N C OM P LErl O N . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

9.1
9 ,2
9 ,3
9 .4

Contractor 's O bligations

Delayed Tests
Retestin g
Failure to Pass Tests on Completion

10

EM P LOY E R' S TAKI NG OVE R . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

1 0 . 1 Taking Over of the Wor

ks and Sections
1 0 . 2 Taking Over of Parts of the Wor
ks
1 0 .3
1 0 .4

Interference with Tests on Completion

Sur
faces Req uiring Reinstatement

11

D E FECTS LIAB I LITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

1 1 .1

Completion of Outsta
n d ing Work and Remedyi ng
Defects

1 ! .2 Cost of Remedying Defects

t ! .3

Extensio n of Defects Notifi catio n Period

1 1 .4 Failure to Remedy Defects

1 1 5

Removal of Defective Work

1 1 6

Further Tests

1 1 . 7 Right of Access
1 1 .8

Contractor to Search

1 ! .9

Performance Cer
t ifi cate

1 1 , 1 0 Unfulfi l led Obl igations

1 1 , 1 1 Cleara
n ce of Site

12

TESTS AFTE R CO M P L ETI O N . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

1 2. 1
J 2 .2
1 2.3
1 2 .4

Proced ure for Te

s ts after Completion
Delayed Tests
Retesting
Failure to Pass Tests after Completion

13

VAR IATION S AN D ADJ U STM ENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

1 3 , 1 Right to Vary
1 3 . 2 Value Eng ineering
1 3.3

Variation Procedure

@ R D EC 1 999

iii

1 3 . 4 Payment in Applicab le Cu rrencies

1 3 .5

Provisional Sums

1 3 .6

Daywork

14

CO NTRACT P R ICE AN D PAYM E NT . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

1 4. 1

Tile Contract Price

! 3 . 7 Adjustm ents for Changes i n Legislation

1 3 . 8 Adjustments for Changes i n Cost

1 4 . 2 Advance Payment

1 4 .3 Application for Interim Payment Certifi cates

1 4 . 4 Sched ule of Paym ents
1 4 . 5 Ptant and Materials intended for t he Works
1 4 . 6 Issue of Interim Payment Certifi cates
1 4, 7 Payment
1 4 , 8 Delayed Paym ent

1 4 . 9 Payment of Retention Mon ey

1 4 . 1 0 Statement at Completion

1 4 . 1 1 Application for Final Payment Cer

t ifi cate
1 4. 1 2
1 4. 1 3
1 4. 1 4
1 4. 1 5

Discharg e
Issue of Final Payment Cer
t ifi cate
Cessation of Employer' s Liabi lity
Currencies of Payment

15

T E RM I NATI O N BY EM P LOYE R . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .48

1 5 .1

Notice to Correct

1 5 .2 Termination by Employer
1 5 .3 Valuation at Date of Termination

1 5 .4 Payment after Termination

1 5 . 5 Em ployer's Entitlement to Termination
16

S U S P ENS I ON AN D TE R M I NATI O N BY CONTRACTO R . . . . . . . . . . . . 5 0

1 6 . 1 Contractor ' s Entitlement to S uspend Wo rk

1 6 . 2 Terminat io n by Contractor
1 6 . 3 Cessation of Work and Removal of Contractor ' s
Equipm ent
1 6 .4 Payment on Terminatio n
17

RI S K AN D R ES PO NS I B I LITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

1 7.1

Indem nities
Contractor ' s Care of the Works

1 7.2

1 7 ,3 Employer' s Risks
1 7 .4 Consequences of Em ployer 's Risks
1 7 ,5 I ntellectual and Ind ustrial Property Rig hts
I 7.6

Umitatien of Uability

18

I NSU RAN C E . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

1 8 . 1 General Requirements for Insura

n ces
1 8 ,2 I nsurance for Works an d Contractor 's Equipment

1 8 . 3 I nsurance agai nst I nj u ry to Persons and Damage to

1 8.4

iv

Property

Insurance for Contractor' s Person nel

@ FIDIC 1 999

19

FO RC E MAJ EU R E

1 9. 1
1 9.2
1 9 .3
1 9.4
1 9.5
19 6

Defin ition of Force Majeure

Notice of Fo rce Majeure
Duty to Minimise Delay

Force Majeure Af
fecting Subcontractor
Optional Termination , Payment and Release

20

C LAI M S , D IS PUTES AN D AR B ITRATIO N . . . . . . . . . . . . . . . . . . . . . . . 59

20 . 1

Contractor' s Claims

1 9.7

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

Consequences of Force Majeure

Release from Performance under the Law

20 . 2 Appointment of the Dispute Adjud ication Board

20 . 3 Failu re to Agree Dispute Adjudication Board
20 . 4 Obtaining Dispute Adjudication Board ' s Decision
20 . 5

Am icable Settlem ent

20 . 6

Arbitration

20.7 Failure toCompl y wit h Dis pute Adjudication Board's Decision

20 . 8 Expiry of D ispu
t e Adjudication Board 's Appointment
AP P E N D IX

GEN ERAL CON DITIONS OF D IS PUTE ADJ UDICATION AG REEM ENT

. . . 64

I N D EX OF S U B-C L
A US ES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i

F1DtC 1 999

Defi n iti o ns l isted al p hab eti cal ly

vi

1 . 1 .4, 1

Accepted Contract Am ou nt

1 . 1 . 6 ,5

Laws

1 .1 .1 .9

Appendix to Tender

1 . 1 . 1 .3

Letter of Acceptance

1 . 1 .3. 1

Base Date

1 . 1 , 1 .4

Letter of Tender

1 . 1 .3 . 2

Com mencement Date

1 . 1 .4. 8

Local Cu rrency

1 ,1 .1 .1

Contract

1 . 1 .5 ,3

Materials

1 . 1 . 1 .2

Contract Ag reement

1 . 1 ,2 . 1

Part
y

1 . 1 . 4. 2 .

Contract Price

1 . 1 .4. 9

Payment Certifi cate

1 . 1 .2.3

Contractor

1 . 1 ,3 . 8

Performance Certifi cate

1 , 1 .6. 1

Contractor's Docu ments

1 . 1 ,6.6

Per
formance Securi ty

1 . 1 .5. 1

Contractor' s Equipm ent

1 . 1 . 5 .4

Per
m anent Works

1 . 1 ,2 . 7

Contractor's Person nel

1 . 1 .5 ,5

Plant

1 . 1 . 1 .7

Contractor's Proposal

1 . 1 ,4 . 1 0

Provisional Su m

1 : 1 .2.5

Contractor ' s Representative

1 . 1 .4 . 1 1

Retention Money

1 . 1 .4. 3

Cost

1 . 1 , 1 .6

Schedules

1 , 1 .6.2

Country

1 .1 .1 .1 0

Sched ule of Guarantees

1 . 1 .2.9

DAB

1 . 1 . 1 .1 0

Sched u le of Pay
m ents

1 , 1 .3 . 9

day

1 . 1 .5.6

Section

1 . 1 .3.7

Defects N otification Period

1 . 1 ,6 . 7

Site

1 . 1 .2.2

Employer

1 . 1 .4, 1 2

Statement

1 . 1 .6.3

Employer 's Equi pment

1 . 1 .2.8

Subcontractor

1 . 1 ,2.6

Employer's Personnel

1 . 1 .3.5

Taking -Over Certifi cate

1 . 1 , 1 .5

Employer' s Requirements

1 . 1 . 5 .7 ,

Temporar
y Works

1 . 1 , 2 .4

Engineer

1 . 1 . 1 .8

Ten der

1 . 1 .2. 1 0

FI D IC

1 . 1 .3.6

Tests after Co mpletion

1 . 1 ,4 . 4

Final Payment Certifi cate

1 . 1 .3.4

Tests on Com p letion

1 . 1 .4.5

Final Statement

1 . 1 .3.3

Time for Comp letion

1 . 1 . 6 .4

Force Majeure

1 .1 .6.8

u nforeseeable

1 . 1 . 4. 6

Foreign Currency

1 . 1 .6.9

Variatio n

1 . 1 .5,2

Goods

1 . 1 . 5 .8

Works

1 . 1 .4, 7

I nted m Payment Cer

t ificate

1 . 1 . 3 .9

year

@ F] D iC 1 999

G en e ral Co n d iti o ns

1 .1

Genl ral Provi s io ns

Defin ition s

1 .1 . 1

The Contract

In the Conditions of Contract ("these Cond itions") , which include Particular Cond itions
and these General Cond itions , th e following words and expressions shal l have the
meanings stated . Words ind icati ng persons or parties include corporations and other
legal entit ies, except where the context requires otherwise.
1 .1 .1 .1

" C ontract " means the Contract Agree ment , th e Letter of Acceptance ,

the Letter of Tend er, these Co ndit ions , the Em ployer' s Req uirem ents , the

S chedules , the Co nt racto r ' s P roposal , an d th e fur

t her doc u m e nts (if any)
whi ch are l isted i n th e Co nt ract Ag re e m e nt or in the Letter of
Acceptance.

1 . 1 . 1 .2

" Contract Ag reement" means the contract agreement (if any) referred to in
Su b-Clause 1 .6 [Contract Agreemen t] .

1 . 1 . 1 .3

" Letter of Acceptance " means the letter of formal acceptance , signed by
th e Employer, of the Let
t er of Tender, including any ann exed memoranda
comprising agreements between and signed by both Par
t ies. If there is no
such let
t er of acceptance, the expression " Let
t er of Acceptance" m eans the
Contract Ag reement a
n d the date of issui ng or receiving the Letter of
Acceptance means the date of signing the Contract Agreement.

1 . 1 . 1 .4

" Let
t er of Tender" means th e document entitled letter of ten der, which was

co mpleted by the Contractor an d includes the signed of

fer to the Employer

for the Works .

1 . 1 . 1 .5

" Em p loyer' s Req ui rements means the docum ent entitled employer' s
requ irements , as i n cl uded in the Contract , an d any add itio ns and

modifi cations to such document in accord ance with the Contract. Such

document specifi es the purpose, scope, n

a d/or desig n and/or other

technical criteria, for the Works .

1 . 1 . i .6

" S ched ul es" means the docu ment(s) entitled schedul es , com pleted by the

Contractor and submitted with the Let

t er of Tender, as included in the

Contract. Such document may include data, lists and schedules of

payments an d
/or pdces .
1 . 1 . 1 .7

" Co ntracto r' s Pro posal " means the docu ment entitled proposal , which the
Contractor submitted with the Letter of Tender, as included in the Contract .

Such docu ment may include the Contractor' s preliminary desig n .

1 . 1 . 1 .8

"Tender" mea
n s the Let
t er of Tender and al l other docum ents which the

Contractor submit
t ed with tlq e Let
t er of Tender, as i ncluded in the Contract

1 . 1 . 1 .9
Genera] Conditions

FID}C 1 999

"App end ix to Te nder" means the com pleted pag es entitled appendix to
tender which are appended to and form part of the Letter of Tender.
1

" Sch edu l e of Gu arantees" an d "Sch ed u le of . Payments" mean the

docu ments so nam ed ('f any) wh i ch are com prised in the Schedules .
1 . 1 .2

" Par
t y" means the Employer or th e Contractor, as th e context req uires .

Parti es and Persons

" Em pl oyer" means the person named as employer in the Appendix to

Tender and the legal successors in title to this person .

LU

" Co ntracto r" means the person(s) named as contractor i n the Letter of
Tender accepted by the Employer and th e l egal successors in titl e to this
person(s) .

1 . 1 .2.4

O3

" E ngi ne er" means the person appointed by th e Employer to act as the
Engineer for the purposes of the Contract and named in the Appendix to
Teilder, or other person appointed from time to time by the Em ployer and
notifi ed to the Contractor under Sub - C lause 3 . 4 [Replacement of the
Engineer] .

O2

o
LL

1 . 1 .2.5

" Con:bactor' s Representative" means the person named by the

Contractor in th e Contract or appointed from tim e to time by the Co ntractor

under Sub -Clause 4. 3 [Contractor 's Representative] , wh o acts on behalf of
the Contractor.
1 . 1 .2.6

" Em pl oyer's Personn el" means t he Engineer, the assistants referred to in

Sub-Clause 3.2 [Delegation by the Engineer] and al! other staff, labour and

oth er employees of th e Engineer and of the Employer; and any other

personnel notifi ed to the Contractor, by the Employer or the Engineer, as

Em ployer' s Personnel .

1 . 1 .2.7

" Contractor ' s Person n el " means th e Contractor' s Representative and al l

personnel whom the Contractor utiliees on Site, who may include the staff,

labour and other employees of the Contractor and of each Su bcontractor;

and any other personnel assisting the Contractor in the execution of the

Works .

1 . 1 .2 . 8

" Su b co nt racto r" m eans any p erson nam ed in the Contract as a

subcontractor, or any person appointed as a subcontractor, for a part of the

Works ; and the legal successors in title to each of th ese persons .

1 . 1 .2. 9

" DAB" m eans the person or three persons so named in the Contract, or

other person(s) appointed under Sub-Clause 20.2 [Appointment .o f the

Dispute Adjudication Board] or Sub-Clause 20.3 [Failure to Agree Dispute

Adjudication Board
].
1 . 1 .2 . 1 0

" F I D IC" means the F6d6ratio n Internationale des t ng6n ieurs- Oonseils, the
international federation of consulting engineers .

1 . 1 .3

Dates , Tests , Period s

an d C om pleti on

1 . 1 .3 . 1

.. .. Base Date" means the date 28 d ays prior to the latest date for
submissio n of the Tender.

1 . 1 .3,2

" Com men ce ment Date" means the d ate notifi ed under Su b -Clause 8 . 1

[Commencement of Works] .
1 . 1 . 3 .3

Fq D EC 1 999

"Ti m e for Compl et i on" means the time for com p leting the Works or a
Section (as the case may be) u n der Sub -Clause 8 . 2 . [Time for Completion] ,
as stated in the Append ix to Tender [with any ex
t ension u nder Sub- Clause
Conditions of Contract for Plant an d Design- Build

8 . 4 [Extension of Time for Completion]) , calculated from .the Commencement

Date.
1 . 1 .3 . 4

" Tests o n Co m pl etio n " means th e tests wh ich are specifi ed in the Contract
o r agreed by both Parties or instructed as a Variation , and which are carri ed
out under Clause 9 [Teats on Completion] before th e Wo rks o r a Section (as

the case may b e) are taken over by the Employer.

"Takin g- Over Certificate" means a ce rtifi cate issued under Clause 1 0

[Employer's Taking Over] .
"Tests after C o m p letion " means the tests (if any) which are specifi ed in the
Contract and which are carried out u nder Clause I 2 [Tests after Completion]
after the Works or a Section (as the case may be) are taken over by the
Emp loyer.
1 . 1 .3.7

" Defects Notificati o n Period " means the period for notifying defects in the
Works or a Section (as the case may be) under Sub -Clause 1 1 . 1

[Completion of Outstanding Work and Remedying Defects], as stated in the

Appendix to Tender (with any extension under Sub-Clause 1 1 .3 [Extension

of Defects Notification Period]) , c

a lcu lated from the date on wh ich the Works
or Section is completed as cert ifi ed under Su b -Clause 1 0 . 1 [Taking Over of
the Works and Sections] .

1 . 1 .3 .8

" Perform ance Certifi cate " m eans the cer

t ifi cate issued under Su b- Clause

1 1 .9 [Performance Certifica te] .

1 . 1 .3 . 9

" day" means a c

a lendar day and "year" means 365 days.

1 . 1 .4. 1

"Acce pted Co ntract Amo u nt" means the amou nt accepted in the Letter of
Acceptance for the execution and co mpletion of the Works an d th e

1 .1 .4

M on ey and Paym ents

remedyin g of any defects .

1 . 1 .4.2

" Co nt ract P ri ce " means the price defi ned in Sub -Clause 1 4 . 1 [The
Contract Price] , and includes adjustments in accordance with the Contract.

1 . 1 . 4.3

" Cost" means al l expend iture reasonably incu rred (or to be incurred) by the
Contractor, wh ether on o r off the Site, incl udi ng overhead and similar
charges , but does not i nclude profi t.

1 . 1 .4.4

" Fi nal Payment Cer

t ifi cate" m eans the payment cer
t ifi c
ate issu ed under
Su b -Clause 1 4. 1 3 [Issue of Final Payment Cer
tificate] .

1 . 1 . 4. 5

" F i nal State m ent" means the statement defi n ed in Su b-Clause 1 4 . 1 1

[Applic
a tion for Final Payment Cer
tifica te] .

GeneraJ Con ditions

1 . 1 . 4. 6

" Fo reig n C urrency" mean s a cur

r ency i n which par
t (or al l) of the Contract
Price is payable, b ut not the Local Cu rrency.

1 .1 .4.7

"Interim Payment Certifi cate" means a payment certifi c

ate issued under
Clause 1 4 [Contract Price and Payment], other tha
nt
h e Rnal Pay
m ent Certific
ate.

1 . 1 . 4. 8

" Local C urren cy" means the cu rrency of th e Country.

1 . 1 . 4. 9

" Paym ent Ce rtificate" means a payment cer

t ifi cate issued under Clause 1 4
[Contract Price and Payment] .

RDIC 1 999

IS

p
I

1 . 1 . 4. 1 0 " Pro, isional Su m" means a sum ('r any) which is sp#cifl ed in the Contract as

a provisional sum , for the execution of any part of the Works or for the supply
of Plant, Materials or services under Sub-Clause 1 3 . 5 [Provisional Sums] .

" Rete ntio n Money" m eans the accu mulated retention moneys which the

1 . 1 .4. 1 1

Employer retains under Sub-Clause 1 4. 3 [Application for Interim Payment

Certifica tes] an d pays u nder Sub-Clause 1 4 . 9 [Payment of Retention

Money] .

"Statem ent" means a statement submitted by th e Contracto r as part of an

applicatio n, under Clause 1 4 [Contract Price and Payment] , for a payment

! . ! .4. 1 2

certif
i cate .
1 .1 .5

Works an d Good s

"Co ntractor's Eq u i p ment" mea

n s all apparatus , machinery, veh icles a
nd
oth er th ing s requ i red fo r the execution an d completion of the Wor
k s and th e
remedying of any defects . However, Contractor's Equipm ent excludes

1 . 1 .5 . 1

Tem porary Works, Employer's Equipment (if any), Plant, Materials and any
other things intended to form or forming part of the Permanent Works .

"Goods" means Contractor's Equipment, Materials, Plant and Temporar

y

1 . 1 .5.2

Wor
k s , Or any of them as ap propriate.
1 . 1 .5 3

" M aterials" means things of all kinds (other tha

n Plant) intended to form or
forming par
t of the Permanent Works , including the supply-on ly materi als (if
any) to be su ppl ied by the Contractor under the Contract.

1 . 1 .5 . 4

" Perm an ent Works" m eans the perma

n ent works to be execu
t ed by the

1 . 1 . 5.5

" Plant" m eans the apparatus , machiner

y and vehicles inten ded to form or
m ing part of the Permanent Works .
for

1 . 1 .5 . 6

"Sectio n" means a par

t of the Works specifi ed in the Append ix to Tender as
a Section (if any) .

1 . 1 .5 . 7

Contractor u nder the Contract.

"Tempo rary Works" means all temporar

y works of every kin d (other than

Contractor's Equ i p ment) requ ired on Site for the execu

t ion and completion
of the Per
ma
n ent Works an d the remedying of any defects .
"Works" m ean the Permanent Works and the Temporar
y Wor
k s, or either of
them as appropriate .

1 .1 .6

"Contracto r's Doc u ments " means th e calculations , comp uter p rog rams

Other Defi n itions

and ot her software, d rawi ng s , manuals , m od els and other documents of

a techn ical natu re (if any) su p pl ied by th e Co nt racto r u nd er th e Contract ;
as described in S ub - Clause 5 . 2 [Contractor's Documents] .
1 . 1 .6.2

1 . 1 .6 .3

"Co u ntry" means th e cou ntr

y i n which the Site (or most of it) is located ,

where the Perma

n ent Works are to be executed .

" Em pl oyer's Equ ipment" mea

n s the apparatus, mach i ner
y and vehicles (if
any) made avai lable by the Employer for the use of the Contractor in the

execution of the Works, "as stated in the Specifi cation; but does not include
Plant which has not been taken over by the Empl oyer.

1 . 1 . 6 .4
4

@ FiDIO 1 999

" Forc e M ajeu re" is d efined in Clause 1 9 [Force Majeure] ,

Conditions of Contract for Plant and Des gn-Bu d

1 . 1 . 6.5

" Laws" means all national (or state) l egislation , statu

t es, ordinances and
other laws , an d reg ulations and by- laws of any legally constituted public
authority.

1 . 1 . 6. 6

" Performance S ec u rity" means the security (or securit ies , if any) u nd er
Sub-Clause 4. 2 [Per
formance Security] .

1 . 1 .6.7

"Site" means the places wh ere the Permanent Works are to be executed
and to wh ich Plant and Materials are to be deliv ered , and any oth er places
as may be specifi ed in the Contract as forming part of the Site .

"Unfo reseeab le" m eans not reasonably foreseeabl e by an experienced

contractor by the date fo r su b mission of the Tender.
"Vari atio n" means any change to the Emp loyer's Requirements or the
Works, which is instructed or approved as a variation under Clause 1 3
/aria tions and Adjustments] .
1 .2

I nterp tation

I n the Contract, except Vhere the conteXt requires otherwise :

(a)
(b)

(c)
(d)

words in d icating one gender incl ude all genders ;

words in dicating the singular also include the plural and words indicating the
plural also include the singular;
provisions includ ing the word " agree" , " ag reed" or " agreement " require the
agreement to be recorded in wri ting , and
"written " or " in writin g " means hand -written , type -written , p ri nted o r
electronically made, an d resulting in a permanent record .

The marginal words and ether headings shall not be taken into consideration in the
interpretation of these Cond itions.

1 .3
Com mu ni c at i on s

Wh erever these Conditions" provide for the g iving or issuing of approvals , certificates,
consents, determinations, notices and requests , these communications shall be :

(a)
Co)

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

transmitted Using any of the ag reed systems of el ectronic transmission as

stated in the Appendix to Tender; n
ad

del i
v ered, sent or transmitted to the address for the recipient's com mun ications
as stated in the Ap pend ix to Tender. H owever:

(i)
(i i)

if the recipient gives notice of another address , comm unications shal l

th ereafter be delivered accord ing ly; and

if the recipient has not stated other

w ise when reque
sting a
n approval or
consent, it may be sent to the addre
s s from which the request was issued .

Approvals, cer
t ifi cates , consents and determinations shall not be u nreasonably
with held or delayed . When a ce r
t ifi cate is issued to a Party, th e cer
t ifi er sh al l sen d a
copy to the oth er Party. Wh en a notice is issued to a Party, by the oth er Party or the
Engineer, a copy shall be sent to the En g ineer or the other Party, as the case may
be .

1 .4

Law an d Language
G eneraJ Condfllon s

The Contract shall be governed by the law of the cou ntry (or other jurisdiction) stated
in the Appendix to Tender.
@ RDIC 1 999

l
z

If there are version s of an i part of the Contract which are written in more than one

language, the version which is in the ruling language stated in the Appendix to Tender

shall prevail .

The language for communications shall be that stated in the Appendix to Tender. If no
language is stated there, the language for communications shall be the language in
wh ich the Contract (or most of it) is written .

1 ,5
z

Prio rity of Docu m ents

C9

T e documents forming the Contract are to be taken as mutually explanatory of one

h
another. For the purposes of interpretation, the priority of the documents shall be in
accordance with the following sequen ce :

(a)

(b)
(c)
(d)
(e)
(t)
(g)

u.

(h)

the Contract Agreement (if any),

the Letter of Acceptance,

the Letter of Ten der,
" the Particular Cond itio ns ,
these General Conditions,
the Employer' s Requirements,
the Schedul es , and

the Contractor's Proposal and any other documents forming part of the
Contract.

If a
n ambiguity or discrepancy is found in the documents, the Erlgineer sha
l ! issue any
necessary clarification or instruction .
1 .6

Co ntract Ag reement

T e Partie
h
s shall enter into a Contract Agreement within 28 days after the Contractor
receives the Letter of Acceptance , unle
s s they ag ree otherwise . T
h e Contract

Agreement shall be based upon the form annexed to the Particular Conditions. T
he
costs of stamp duties and similar charges (if any) imposed by law in connection with
y into the Contract Agreement shall be borne by the Employer.
entr

1 .7

As sign m e nt

Neit her Party shall assign the whole or any part of the Contract or any benefit or
interest in or u nder the Contract . H owever, either Party:

(a)

(b)

may assign the whole or any part wit h the pri or agreement of the other Party,

at the sote d iscretion of such other Party, and

may, as security in favour of a bank or financial institution, as

s ign its right to any
moneys due, or to become due, u nder the Contract .

1 .8

Care and S u p ply of

Docu ments

Each of the Contractor' s Docu ments shal l be in the custody and care of the

Contractor, unless a
n d until taken over by the Employer. Unless otherwise stated in
the Contract, the Contractor shall supply to the Engineer six copies of each of the
Contractor ' s Documents .

The Contractor shall keep, on th e Sit e, a copy of the Contract, publications named in

the Employer's Requirements, the Contractor's Documents, and Variations a

n d other
communications given u nder the Contract. T
h e Em ployer's Personnel shall have the
ri ght 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 prepa
red for use in execu
t ing the Works, the Party shall promptly give
noti ce to the other Party of such error or defect.

@ F1 D EO 1 999

Oonditlor of Con tract for F1ant and De.sign- Buil d

1 .9

E rrors in th e Em ployer's
Req u i rements

If the Contractor suf

fers delay and/or incurs Cost as a resu lt of an error in the
Em ployer' s Requi rem ents , and an experie nced contractor exercising d ue care
would not have discovered the error when scrutin ising t he Employe r ' s Req uire me nts

un d er Su b -Cl ause 5 . 1 [General Design Obliga tions] , the Contractor sh al l g ive notice
to the Eng ineer and shal l be entitled su bject to Su b-Clause 20 . 1 [Con tractor's
Claims] to :

(a)
(b)

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 s uch Cost p lus reasonable profi t, which shall be included in the
Contract Pdce.

After receiving this notice, tlqe Engi neer shall proceed in accordance with S ub- Clause
3 . 5 [Determinations] to ag ree or determine (i) whether and (if so) to what extent the
erro r coul d not reasonably have been so discovered, an d (in the matters described in
sub-paragraphs (a) and (b) above related to this extent.
1 ,1 0
:

Em ployer's Use of

Co ntractor's D ocum ents

As between the Par

t ies , the Contractor shall retain the copyright and other intellectual
property rights in the Contractor' s Docum ents and other de
s ign documents made by
(or on behalf of} the Contractor.

The Contractor shall be deemed (by signin g the Contract) to give to the Employer a
non-terminable transferable non -excl usive royalty-free licence to copy, use and
communicate the C
o ntractor' s Docu ments, includ ing maki ng and using modifications
of them . This licence shall :

(a)
(b)

apply throughout the actual or intended working life (whichever is longer) of the
rel evant parts of the Works,
entitle any person in proper possession of th e relevant part of the Works to
copy, use and com mu nicate th e Contractor' s Documents for the purposes of

completing , operating , maintaining, alteri ng, adjusting , repairi ng and demolishing

the Works, n
ad

(c)

in the case of Contractor' s Docu ments which are in the form of computer

programs and other software, permit their use on any compu

t er on the Site and

other places as envisaged by the Contract, in clud ing replacements of any

com pu
t ers suppl ied by the Contractor.
The Contractor' s Docum ents and other design docu m ents made by (or on behalf of}
t h e Contractor shall not, witho ut the Contractor' s consent, be used , copied or
,municated to a third party by (or on behalf of} the Employer for p urposes other
t i tan those permitted under this Su b-Clause .
1 .1 1

Co ntracto r's U se of

Em p loyer's Docu ments

As between the Parties , the Em p loye r shall retain th e copyright and oth er
intellectual proper
t y rights in the Em p loye r ' s Requi re ments and oth er docu m ents
made by (or on behalf of} the Em ployer. Th e Contractor may, at his cost , copy, use ,
and obtain commun ication of th ese docu me nts for the p u rposes of the Contract.
They s h all not , wit h out the Emp loyer' s co nsent , be copied , used or comm unicated
to a th ird party by the Contractor, except as n ecessary for the purposes of th e
Contract .

1 ,1 2

Confi de ntial Detai ls

The Contractor shall disclose all such conf

i dential and other i nformation as the

Engineer may reasonably req uire in order to verify the Contractor' s complia
n ce with

the Contract.

Genera] Conditions

@ R DIC 1 99g

The Contractor shall, in performing the Contract, comply with qppticable Laws. Unless

1 .1 3

Com p li anc e with Laws

otherwise stated in th e Particu lar Conditions:

(a)

(b)

the Employer shall have obtained (or shall obtain) the planning, zoning or similar
permission for the Permanent Works, and any other permissions described in
the Employer's Requirements as having been (or being) obtained by the
Employer; and the Employer shall indemnify and hold the Contractor harmless
against and from the consequences of any failure to do so; and

the Contractor shall give all notices, pay all taxes, duties and fees, and obtain
all permits, licences and approvals, as required by the Laws in relation to the
design, execution and completion of the Works and the remedying of any
defects ; and the Contractor shall indemnify and hold the Employer harmless
against and from the consequences of any failure to do so.

1 .1 4

Joi nt Seve ral Li ab il ity

If the C
o ntractor constitutes (under applicable Laws) a joint venture, consortium or
other u ni ncorporated g roup i ng of two or more persons :

(a)

these persons shall be deemed to be jointly and severally liable to the Employer

(b)

these persons shall notify the Employer of their leader who shall have authority

(c)

Th
2. 1

Right of Access to

the Site

for the performan ce of the Contract;

to bind the Contractor and each of the

s e persons; and

the Contractor shall not alter i ts composition or legal status without the prior
conse nt of th e Em ployer.

p loyer
The Employer shall give the Contractor right of access to, and possession of, all
parts of the Site within the time (or times) stated in the Appendix to Tender. The right
and possession may not be exclusive to the Contractor. If, under the Contract, the
Employer is required to give (to the Contractor) possession of any foundation ,
structure, plant or means of access, the Employer shall do so in the time and

mann er stated in the Employer' s Requ irements. However, the Em pl oyer may

withhold any such right or possession until the Performance Security has beer)
received .

If no such time is stated in the Appendix to Tender, the Employer shall give the
Contractor right of access to, and possession of, the Site within such times as may
be required to enable the Contractor to proceed in accordance with the programme
su bmitted under Sub - Clause 8 . 3 [Programme] .

If the Contractor suffers delay and/or incurs Cost as a result of a failure by the
Employer to give any such right or possession within such time, the Contractor shall

give notice to the Engineer and shall be entitled subject to Sub-Clause 20. 1
[Contractor's Claims] to :

(a)

(b)

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

under Sub - Clause 8 .4 [Extension of 77me 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 deter
m ine these matt ers.
8

@ FIDIC 1 999

Cond[iions of Conlzact for Plant and DesEgn-Build

However, if and to the extent that the Em ployer ' s failure was caused by any error or
delay by the Co ntractor, in cl uding an error in , or delay in th e submission of, any of the

Contractor 's Documents , the Contractor shall not be entitled to such ex

t ension of
time, Cost or profi t .
,2

... ... ..

Perm its, Licences o r

App rovals

_ . .. . .. .. . .. ....

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

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

The Em ployer shall (where he is in a position to do so) provide reasonable assistance

to the Contractor a.t the request of the Contractor:
(a)

(b)

by o btaining copies of the Laws of th e Cou ntry which are rel eva
n t to the
Contract but are not readily available , an d

for the Contractor's appl ications for any permits , licences or approvals requ ired
by the Laws of the Country:
(i)

(ii)
(iii)

which the Contractor is requ ired to obtain u nder Su b-Clause 1 . 1 3

[Compliance with Laws] ,
for the delivery of Goods, including clearance through customs, and
for the export of Co ntractor' s Equipment when it is removed from the
Site.

2. 3

Em p loyer's Person n el

The Em ployer shall be responsible for ens u ring that the Emp loyer 's Person nel and the
Employer' s other contractors on the Site:

(a)

co-operate With the Contractor' s efforts under Sub-Clause 4:6 [Co.operation],

(b)

take actions similar to those wh ich the Contractor is req uired to take u nder su b
paragraphs (a) , (b) an d (c) of S ub-Clause 4 . 8 [Safety Procedures] and under
Su b-Clause 4 . 1 8 [Protection of the Environment] .

and

2 .4

Em ployer's Fin anci a l

Arrang e ments

h e Em p loyer shall submit, with in 28 days after receiving any req uest f
T
rom the
Contractor, reasonable evidence that fi nancial arrangements have been made and are

being maintai ned wh ich will enable the Employer to pay the Contract Price (as
estimated at that time) in accordance with Clause 1 4 [Contract Price and Payment] . If
th e Employer intends to make any material change to his fi nancial arrangements, the
Employer shall give notice to the Contractor with detailed particulars .
2.5

Em p loyer's C l ai m s

If the Em ployer considers himse lf to be entitled to any payment u nd er any Clause of

these Conditions or otherwise in conn ection with the Contract, and/or to any
extension of the Defects N otifi cation Period , the Employer or the Eng in eer shall give
notice a
n d particulars to the Contractor. However, notice is not required for payments
d ue u nder Su b -Clause 4 . 1 9 [Electrici04, Water and Gas] , un der Sub-Clause 4 . 20

[Employer's Equipment and Free-Issue Material] , or for other services req uested by

the Contractor.

:T he notice shall be g iven as soon as practicable after the Em ployer became aware of
the event or circumstances giving rise to the claim . A notice relating to any extension
of the Defects Notifi cation Period shall be g iven before the expiry of such period .
The par
t iculars shall specify the Clause or other basis of the claim, an d shall include
substantiation of the amou nt and/or extension to which the Employer considers
himself to be entitled in connectio n with the Contract. T
h e Engineer shall then
proceed in accordance with Sub -Clause 3 . 5 [Determinations] to ag ree or determ ine
(i) the am ou nt (if any) which the Emp loyer is entitled to be paid by the Contractor,
General Cond ons

@ RDIC 1 999

(1)

i.

and/or (ii) the extension ('it any) of the Defects Notifi cation Period in accordance wit h
Sub-Clause 1 1 .3 [Extension of Defects Notification Period].

This amount may be included as a deduction in the Contract Price and Payment
Certifi cates. The Employer shall only be entitled to set off against or make any
deduction from an amount certifi ed in a Payment Certifi cate, or to otherwise claim
against the Contractor, in accordance with this Sub-Clause.

3.1

Th3gineer

Engi n eer's D uties and

Autho rity

oj

The Employer shall appoint the Engineer who shall carry out the duties assigned to
him in the Contract. T
h e Engineer's staff shall include suitabl
y qualifi ed engineers and
other professionals who are competent to carry out these dutie
s.

The Engineer shall have no authoFit

y to amend the Contract.

T e Engineer may exercise the authority attributable to the Engineer as specifi ed in or

h
nece
ssarily to be implied f
rom the Contract. If the Engineer is required to obtain the
approval of the Employer before exercising a specifi ed au
t hority, the requirements shall
be as stated in the Part icular Conditions. T
h e Employer undertakes not to impose
furt her constraints on the Engineer's authority, except as agreed with the Contractor.

However, whenever the Engineer exercises a specified authorit

y for which the

Employer's approval is required, then (for the purposes of the Contract) the Employer

shall be deemed to have given approval .

Except as otherwise stated in these Conditions:

(a)

whenever carrying out duties or exercising authority, specified in or implied by

(b)

the Engineer has no au

thority to relieve eit her Party of any du
t ies, obligations or

(c)

the Contract , the Engineer shall be deemed to act for the Employer;
responsibilities under th e Contract ; and

any approval, check, certificate, consent, examination , inspection, instruction,

notice, proposal, request, test, or similar act by the Engineer (including absence
of disapproval) shall not relieve the Contractor from any responsibility he has
under the Contract, including responsibility for errors, omissions, discrepancies
and non-com pliances .

3.2

Delegati on by the
En g i neer

Te Engineer may from time to time assign du

h
t ies and delegate authorit
y to assistants,
and may also revoke such assignment or deIegation. These assista
n ts may include a
resident engineer, and/or independent inspectors appointed to inspect and
/or test
it ems of Pla
nt n
a d/or Materials . T
h e assignment, delegation or revocation shal l be in

writing a
n d shatl not take effect until copies have been received by both Part ies.

However, unless otherwise agreed by both parties, the Engineer. shall not delegate the

au
thorit
y to determine a
ny matter in accordance with Sub-Clause 3.5 [Determinations].

Assistants shall be suitably qualifi ed persons , who are competent to carry out the
se
duties and exercise this authority, and who are fluent in th e lang uage fo r
communications defi ned in Sub-Clause 1 . 4 [Law and Language] .

Each assistant, to whom duties have been assigned or au

t horit
y has been delegated ,

shall only be au
t horised to issue instructions to the Contractor to the ex
t ent defi ned
10

FiDIC 1 999

Condriions of Contract for Plant and Design-Build

by the delegation . .Any approva

l , check, certificate, consent, examination , inspection ,

instructio n , notice, p roposal , request, test, or similar act by an assistant, in

accordance with the delegation , shall have the same ef
fect as thou gh the act had
been an act of the Engineer. However:

(a)
(b)

any failure to disapp rove any work, Plant or Materials sha

l l not constitute
app roval, and shall therefore not prejudice the right of the Eng i neer to reject the
work, Plant or Materials ;
if the Contractor questions any determination or instruction of an assistant, the
Contractor may refer the matter to the Eng ineer, who shall promptly confi rm ,
reverse or vary the d etermination o r instructio n.

3.3
I nstructio n s of the

Eng i n ee r

The Engineer may issue to the Contractor (at any tim e) instructions wh ich may be
necessar
y for the execution of th e Works and the remedyin g of any defects , al l in
accordance with the Contract . T
h e Contractor shal l only take instr
u ctions f
rom the

Engineer, or from an assistant to whom the appro priate authority has been delegated
u nder this Clause. If an i nstruction constitutes a Variation, Clause 1 3 [Variations and
Adjustments[ shall ap ply.
T e Contractor shall comply with the instructions given by the Engineer or delegated
h
assistant, on any matter related to the Contract. T
h ese instructions shall be g iven in
writing .
3. 4

Replacem e nt of the
En g in eer

If the Employer intends to replace the Engineer, the Em ployer shall , not less than 42
days before the inten ded date of replacement, g ive notice to the Contractor of the
name , add ress and re levant experience of the intended replacement Eng ineer. T
he
Employer shall not replace th e Engineer with a person against whom the Contractor
raises reaso nable objection by notice to the Emp loyer, with suppor
t ing par
t iculars .

3.5

D ete rm in ation s

When ever these Conditions provide that the Eng ineer shal l proceed in accordance
with this Sub -Clause 3 . 5 to agree or determine n
a y matter, the Eng ineer shal l consu lt
with each Party in an endeavour to reach agreement , if agreement is not achieved , the
Eng ineer sha
l l make a fair determination in accordance wit h the Contract, taking d ue
regard of all relevant circumstances .
T e Eng ineer shal l g ive notice to both Par
h
t ies of each agreement or deter
m ination,
with su pporting particulars. Each Party shall give ef
fect to each ag reement or
determination u nless and until revised under Clause 20 [Claims, Disputes and

Arbitration] .

4.1

Th4ontractor

Contractor's Gen eral

Ob lig atio ns

T e Contractor shall de
h
s ig n , execute and complete the Works i n accorda
n ce with the
o ntract, and shall remedy any defects i n the Wor
C
ks. W
h en com pleted, the Wor
ks shall
be fi t for the pu rposes for which the Works are intended as defi ned in the Contract.
T e Contractor shal l provide the Plant an d Contractor's Documents s pecified in the
h
Contract, and all Contractor' s Personnel , Goods , consumables and other things and
services, whether of a tem porar
y or perma
n ent nature, required in and for this design ,
execu
t ion, com pletion and remedying of defects.

G eneral Cond itions

olc i

11

The Works shall include any work which- is necessary to satisfy the Employer's
Requirements, Contractor's Proposal and Schedules, or is implied by the Contract,

and all works which (although not mentioned in the Contract) are necessary for
stability or for the completion, or safe and proper operation, of the Works.
T e Contractor shall be responsible for the adequacy, stabilit
h
y and safet
y of a
l l Site
operations, d all methods of construction and of al! the Works.
The Contractor shall, whenever required by the Engineer, submit details of the

arrangements and methods which the Contractor proposes to adopt for the

execution of the Works . No significant alteration to these arrangements and

m ethod s shal l b e m ade without t his havi ng previously been notifie d to the
En g i neer
4, 2

Perfo rmance S ec u rity

h e Co ntractor shall obtain (at his cost) a Performance Securit

T
y for proper

performance, in the amount and currencies stated in the Appendix to Tender. If an

amou nt is not stated in the Appendix to Ten der, this Sub- Clause shall not app ly.

The Contractor shall del iver the Performance Securit

y to th e Employer within 28 days

after receiving the Letter of Acceptance, and shall send a copy to the Engineer. The
Performance Securi t
y shall be issued by an entit
y and from within a countr
y (or other
jurisdiction) approved by the Employer, and shall be in the form annexed to the
Particular Condition s or i n anoth er form approved by the Employer.

T e Contractor shall ensure that the Performance Securit

h
y is valid and enforceable
until the Contractor has executed and completed the Works a
n d remedied any
defects. If the terms of th e Per
fo rmance Securit
y specify its expiry date, and the
Contractor h as not become entitled to receive the Per
formance Certifi cate by the d ate

28 days prior to the expiry date, the Contractor shall extend the validity of the
Performance Securit
y until the Works have been completed and any defects have

been rem ed ied .

h e Employer shall not make a claim under the Performance Securi t

T
y, except for
amounts to which the Employer is entitled under the Contract in the event of:

(a)
(b)

failure by the Contractor to ex

tend the validit
y of the Performance Securit
y as
descri bed in the preceding paragraph, in which event the Employer may claim

the fu ll amount of the Per

formance Securit
y,

failure by the Contractor to pay the Employer an amount due, as either agreed
by the Contractor or determined under Sub-Clause 2.5 [Employer's Claims] or
Clause 20 [Claims, Disputes and Arbitration], within 42 days after this

(c)

(cO

agreem ent 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

1 5.2 [Termination by Employer], irrespective of whether notice of termination

has been given .

T e Employer shall indemnif

h
y and hold the Contractor harmless against n
a d from all
damages, Iosses and expenses (including legal fees and expenses) resulting from a
claim under the Perfor
m ance Securi t
y to the extent to whi ch the Em ployer was not
entitled to make the claim .

The Employer shall return the Performance Securit

y to the Contractor within 21 days
after receiving a copy of the Performance Certificate.

12

FIDIC 1 999

Condfiions of Contract for Plant and Desfgn- Buil d

4 .3

C o ntractor's

Rep resentative

The Contractor shall appoint th e Contractor's Representative and shall give him all
authority necessary to act o n the Contractor' s behalf u nder the Contract.

Unless th e Contractor' s Representative is named in the Contract, th e Contractor shall ,

p rior to th e Commencement Date, submit to the Eng ineer for consent the nam e an d
particulars of the person the Co ntractor proposes to appoint as Contractor's

Representative . If consent is withheld o r subsequently revoked , or if the appointed

person fails to act as Contractor's Representative, the Contractor shall similarly su bmit

the name and par

t iculars of another suitable person for such appointment.

=
o

The Contractor shall not , without the prior consent of the Engin eer, revoke the
appointment of the Contractor' s Representative or appoint a replacement .
The whole ti me of the Contractor's Representati
ve shall be given to directi ng the
Contractor' s performance of the Contract . If the Contracto r' s Representative is to be
temporarily absent from the Site during the execution of the Works, a su itable
replacement person shall be appointed, subject to the Eng ineer's pri or consent, and
the Engineer shall be notifi ed accordingly.
Th e Contractor' s Representative shall , on behalf of the Contractor, receive instructions
u nder Su b -Clause 3 . 3 [Instructions of the Engineer] .

T e Contractor' s Representative may delegate any powers, functions and au

h
t hority to
ny competent person , and may at n
a
ay time revoke the delegation . Any delegation or
revocation shall not take ef
fect until th e Engin eer has recei
ved prior notice s igned by
the Contractor' s Representative, naming the person and specifying the powers,
functions and au
t hority bei ng delegated or revoked .

T e Contractor's Representative and al l these persons shall be fl uent in the language

h
for commun ications defi ned in Sub -Clause 1 .4 [Law and Language] .
4.4

Su b cont ractors

Th e Contractor shall not subcontract the whole of the Works.

T e Contractor shall be responsible for th e acts o r defaults of any Su bcontractor, his

h
agents or employees , as if they were the acts or defaults of the Co ntractor. Unless
otherwise stated in the Particular Conditions :

(a)

th e Contractor shall not be req uired to obtai n consent to suppliers of Materials,

(b)

the pri or consent of the Eng i n eer shal l be obtained to other proposed

(c)

the Contractor shall give the Engineer not tess than 28 days ' notice of the
intended date of the com mencem ent of each S u bcontractor' s work, and of the

or to a subcontract for which the Subcontractor is named in the Contract;

Subcontractors; an d

commencement of such work on the Site.

4.5

No m in ated

S u bcontractors

In th is Sub-Clause, " nominated Subcontractor" means a Su bcontractor whom the

Engineer, under Clause 1 3 /ariations and Adjustments] , instructs the Contractor to

employ as a Subcontractor. T
h e Contractor shall not be under any obligation to employ
s reasonable objection
a nominated Subcontractor against whom the Co ntractor raise
by notice to the Eng ineer as soon as practic
a ble, with sup por
t ing particulars .
4. 6

Co-o perati o n

T e Contractor shall , as specifi ed in the Contract or as instructed by the Eng ineer,

h
allow approp riate oppor
t unities for carrying ou
t work to :

General Condlt bns

@ RDIC 1 999

13

(a)

(b)
(c)

the Employer' s Personnel ,

any other contractors employed by the Employer, and

the personnel of any legally constituted public authori ties,

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

Any such instruction shall constitute a Vari ation if and to the extent that it causes the

Contractor to incur Unforeseeable Cost. Services for these personnel and other

contractors may include the use of Contractor's Equipment, Temporary Works or

access arrangements which are the re
s ponsibility of the Cot]tractor.
The Contractor shall be responsible for his constr
u ction activitie
s on the Site, and shall
co-ordinate his own activities with those of other contractors to the extent (if any)
specifi ed in the Emp!oyer's Requi rements.

if, under the Contract, the Employer is required to give to the Contractor possession
of any foundation, structure, plant or means of access in accordance with

Contractor 's Documents, the Contractor shall submit : such documents to the

Engineer in the time and manner stated in the Employer's Requirements.

4 .7

Setti ng O ut

The Contractor shall set out the Works in relation to ori g inal points , lines and levels of

reference specifi ed in the Contract or notifi ed by the Engineer. The Contractor shall be
responsible for the correct positioning of all parts of the Works, and shall rectify any
error in the posit ions, levels, dimensions or alignment of the Works.

The Employer shall be responsible for any errors in these specifi ed or notifi ed items d
reference, but the Contractor shall use reasonable effort s to verify their accuracy
before they are used .

If the Contractor suffers delay and!or incurs Cost from executing work which was

necessitated by an error in these it ems of reference, and an experienced contractor

could not reasonably have discovered such error n
a d avoided this delay and/or Cost,
the Contractor shall give notice to the Engineer and shall be entit led subject to Sub
Clause 20 . 1 [Contractor's Claims] to:

(a)

an extensi o n of time for any such delay, if completion is Or will be delayedl

(b)

payment of any such Cost plus reasonable profit, which shall be included in the

under Sub- Clause 8 .4 [Extension of Time for Completion] , and

Contract Price.

After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3.5 [Determinations] to agree or determine (i) whether and (if so) to what ex
tent the
error could not reasonably have been discovered, and (ii) the matters de
s cribed in
sub-paragraphs (a) and (b) above related to this ex
t ent.

4.8

Safety Proced u res

h e Contractor shall:
T

(a)
(b)

(c)

(d)
14

comply with a!l applicable safet

y regulations,
take care for the safet
y of all persons entitled to be on the Site,

use reasonable efforts to keep the Site and Wor

ks clear of unnece
ssary

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 t 0 [Employer's Taking Over], and

Pq sl o 1 g99

Condi tions of Contract for Plan t and Oesign o Bu gd

(e)

provide any Temporary Works (including roadways, -foetways , guards and

fences) which may be necessary, because of th e execution of the Works , for the

use and protection of the public and of owners and occupiers of adjacent la
nd .

4. 9

Q u al ity Ass u rance

The Contractor shall institute a quality assurance system to demonstrate com pliance
with the requirements of the Contract. T
h e system shall be in accorda
n ce with the

details stated in the Contract . The Engineer shall be entitled to audit n

a y aspect of the
system .

Detai ls of all procedures and compliance documents shal l be submitted to the

Eng in eer for information before each design and execution stage is comm enced .
When a
n y document of a technical nature is issued to the Engineer, evidence of the
prior approval by the Contractor himself shal l be appa
rent on the document it self.

Compliance wit h th e qual ity assurance system shal l not relieve the Contractor of a
ny
of his d u
t ies, obligations o r responsibilities u nder the Contract.

L _

4. 1 0

The Employer shall have made available to the Contractor for his information, prior to

S ite Data

the Base Date, all relevant data in the Employer' s possession on sub-surface and

hyd rolog ical conditions at the Site, includ ing envi ronmental aspects . The Employer

shall similarly make available to the Contractor all such data wh ich com e into the

Em p loyer' s possession after the Base Date. T

h e Contractor shal l be responsible for

interpreting all such data.

To the extent which was practicabl e (taking account of cost an d time), the Contractor
shall be deemed to have obtained al l necessar
y information as to risks, contingencies
an d other circumstances which may infl uence or af
fect th e Ten der or Works . To the
same extent , th e Contractor shall be deemed to have inspected a
n d examined the
Site, its su rroundings , the above data and other availab le infor
m ation, and to have

been satisfi ed before su bmitting the Tender as to all relevant matters, including

(without limitation) :

(a)
(b)
(c)

the form and nature of the Site, inclu ding su b-sur

face con d itions,
the hydrolog ical and climatic conditions,
the ex
t ent a
n d nature of the work and Goods necessar
y for the execution and
completion of the Wo rks and the remedying of any defects,
the Laws , procedures an d labou r practices of the Cou ntry, and
the Contracto r ' s req u i rem ents for access , acc o m modat ion , faci l iti es ,
person nel, power, transport, water a
n d other services .

(d)
(e)
4, 1 1

..

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

Suf
f iciency of the
Accepted Contract

Am ount

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

h e Contractor sha
T
l l be deemed to :

have satisfied himself as to the correctness n

a d suff iciency of the Accepted

(a)

Contract Amou nt, and

have based the Accepted Contract A

m ou nt on the data, interpretations ,

necessar
y information , inspections , examinations and satisfaction as to al l

relevant m atters refer

red to in Sub-Clause 4: 1 0 [Site Data] n
a d any fur
t her data
relevant to the Contractor' s design .
Unless otherwise stated i n the Contract, the Accepted Contract Am ount covers aU the
Contractor' s obligations under th e Contract (including those u nder Provisional Su ms ,
if any) and all things necessary for the pro per design , execution and. com pletion of the
Works a
n d the remedying of any defects.
General Conditions

@ RD C 1

15

4. 1 2

Unfo reseeable Physi cal

Con d itions

In this Sub-Clause, " physical conditions" means natural physical conditions and man
mad e an d other phys ical obstructions and pollutants, wh ich the Contractor
encounters at the Sit e when executing the Works, includin g su b-surface and
hydrologica! conditions but excluding climatic conditions.
If the Contractor encounters adverse physic
a l condit ions which he considers to have
been Unforeseeable, the Contractor shall g ive n otice to the Engin eer as soon as
practicable.

uJ

This notice shall describe the physical conditions, so that they can be inspected by

the Engineer, and shall set out the reasons why the Contractor considers them to be

L9

Unforeseeab le . T
h e Contractor shall continue execu
t ing the Works, us ing such prope r

and reasonab le measures as are appropriate for the physical conditions, and shall

comply with any instructions which the Engineer may give. If an instruction constitutes
a Vadation, C lause 1 3 [Variations and Adjustments] shall apply.

O9

,,
o

if and to the extent that the Contractor encounters physical conditions which are

Unforeseeable, gives such a notice, and suffers delay and/or incurs Cost due to these
conditions, the Contractor shall be entitled subject to Sub-Clause 20. 1 [Contractor's
Claims] to :

(a)

n extension of time for any such delay, if completion is or will be deiayed,

a

(b)

payment of any such Cost, which shall be included in the Contract Price.

und er Sub-Clause 8 .4 [Extension of Time for Completion] , and

After receiving such notice and inspecting and/or investigating these physical
conditions, the Engineer shall proceed in accordance with Sub-Clause 3.5
[Determinations] to agree or determine (i) whether and (if so) to what ex
t ent these
physical conditions were Unforeseeable, and (ii) the matters described in sub
paragraphs (a) and (b) above related to this extent.
However, before additional Cost is fi nally agreed or deter
m ined under sub-paragraph (iO,
the Engineer may also review whether other physic
a l conditions in simila
r parts of the
Works Cff a
n Y) were more favourable tha
n could reasonabl
y have been foreseen when

the Contractor submit

t ed the Tender. if a
n d to the ex
tent that these more favourable

conditions were encountered , the Engineer may proceed in accordance with Sub

Clause 3.5 [Determinations] to agree or deter

m ine the reductions in Cost which were

due to these conditions , which may be included (as deductions) in the Contract Price

n d Payment Certific
a
ate
s . However, the net effect of all adjustments under sub

paragraph (b) n
a d all the
se reductions, for all the physical conditions encountered in
similar parts of the Works, shall not result in a net reduction in the Contract Price.
The Engineer may take account of any evidence of the physical conditions foreseen
by the Contractor when submitting the Tender, which may be made available by the
Contractor, but shal l not be bou nd by any such evidence.

4.1 3

Rights of Way and

Faci l ities

The Contractor shall bear all costs a

n d charges for special and/or temporary rights
of-way which he may require, including those for access to the Site. T
h e Contractor

sha
l l also obtain , at his risk and cost, any add itional facilities outside the Site which he
may require for the purposes of the Works .

4, 1 4

Avoi dance of

The Contractor shall not interfere u nnecessarily or i mproperly with :

I nte rferen ce

(a)
16

the convenience of th e public, or

RDiC 1 999

Conditions of Contract for plant and Desig n-Buil d

(b)

the access to and use and occu pation of al l roads and footpaths, irrespective
of wh ether they are p ub lic or in the possess ion of the Employer or of others .

Th e Contractor shal l indem n ify and hold the Em ployer harm less against and from all
damages, losses and expenses (incl ud ing legal fees and expenses) resulting f
rom any
such un necessary or improper i nterference.
4. 1 5

Access R o ute

The Contractor shall be deemed to have been satisfied as fo the su itability and

availabil ity of access routes to the Site. Th e Contractor sh al l use reasonable ef

forts to

prevent any road or bridge from being damaged by the Contractor' s traffic or by the
Contractor' s Person nel . T
h ese ef
for
t s shall include the pro per use of appropriate

vehicl es and routes .

Except as otherwise stated in these Cond itions :

(a)

(c)

the Contracto r sh al l (as between t he Par

t ies) be respo ns ibl e for any
maintenance which may be required for his use of acce
s s routes ;
the Contractor shal l provide all necessary signs or directions along access
routes, and shall obtain any permission which may be required f
rom the
relevant authorities for his use of routes, sig ns a
n d directions;
th e Em ployer shal l not be respons ible for a
n y claims which may arise from the

(d)

the Em ployer does not g uara

ntee the su itability or availability of particular

(e)

Costs due to non-suitabilit

y or non -availab il it
y, for the use required by the
Contractor, of access rou
t es shall be borne by the Contractor.

(b)

use or otherwise of any acce

s s route,

access routes , a
nd

4. 1 6

Transpo rt of Goods

U nless other
w ise stated in the Particular Cond itions :

(a)

(b)

the Contractor shall give th e Eng ineer not less than 2 1 days' notice of the date
on wh ich a
n y Pla
n t or a maj or item of other Goods wil! be delivered to the Site;

the Contractor shall be responsible for packing, loading, tr insporting, receiving,

unloading , storing and protecting all Goods an d other things required for the

Works; and

(c)

the Contractor shall indem nify n

a d hol d the Em ployer harmless agai nst and
from a
l l damage
s , losses and expenses (including legal fees and expenses)
resulting from the transpor
t of Goods, and shall negotiate and pay al l claims
arising from their transpor
t.

4. 1 7

Contracto r's

Eq u i p ment

T e Contractor shall be responsible for all Contractor's Eq uipment. When brought on

h
to the Site, Contractor's Equipment shal l be deemed to be exclusively intended for the
execution of the Works . The Contractor shall not remove from the Site n
a y major items
of Contractor' s Equipment wit hou
t the consent of the Eng in eer. However, consent sha
ll
not be required for vehicle
s tra
n sporti ng Goods or Contractor' s Person nel off Site .

4.1 8

Protection of th e
Envi ro n ment

The Contractor shal l take all reasonable steps to protect the environment (both on an d
f the Site) and to lim it damage and nuisance to people and property resulting f
rom
of
po ll u
t ion , noise an d other results of h!s operations.
he C
T
o ntractor shall ensure that em ission s , sur
face discharges and ef
l uent from the
f

Contractor's activities shall not exceed the values indicated in th e Em p loyer' s

Requirements., and shal l not exceed th e values prescribed by applicable Laws .

Genera/ Cond Jon s

R DIC 1 999

17

4. 1 9

Electricity, Wate r and

Gas

The Contractor shall, except as stated below, be responsible for the provision of atl
power, water and other services he may require.
The Contractor shall be entitled to use for the purposes of the Works such supplies

of electricity, water, gas and other services as may be available on the Site and of
which details and prices are given in the Employer's Requirements. The Contractor
shall, at his risk and cost, provide any apparatus necessary for his use of these
services and for measuring the quantities consumed.

Te quantities consumed and the amounts due (at these prices) for such services shall
h
be agreed or determined by the Engineer in accordance with Sub-Clause 2 .5
[Employer's Claims] and Sub-Clause 3.5 [Determinations] . T
h e Contractor shall pay
these amou nts to the Em ployer.

4 . 20

Em pl oye r's Eq u i pme nt

and Fre e - I ss u e M ate ri al

. . . . .J

The Employer shall make the Employer' s Equipment (if any) available for the use of the

Contractor in the execution of the Works in accordance with the details, arrangements

and prices stated in the Employer' s Requirements. Unless otherwise stated in the
Empfoyer' s Req ui rem ents :

(a)

the Employer shall be responsible for the Employer' s Equipment, except

(b)

the Contractor shall be responsible for each item of Employer's Equipment

that

whilst any of the Contractor's Personnel is operating it , driving it, directing it or

in possession or control of it .

T e appropriate quantities and the amounts due (at such stated prices) for the use of
h
Employer's Equipment shall be agreed or determined by the Engineer in accordance
with Sub-Clause 2.5 [Employer's Claims] and Sub-Clause 3.5 [Determinations] . The
Contractor shall pay these amounts to the Employer.

The Employer shall supply, free of charge, the free-issue materials" (if any) in
accordance with the details stated in the Employer's Requirements. T
h e Employer
shall, at his risk and cost, provide these materials at the time and place specifi ed in
the Contract. T
h e Contractor shall then visually inspect them, and shall promptly give

notice to the Engineer of any shortage, defect or default in these materials. Unless
otherwise agreed by both Part ies, the Employer shall immediately rectify the notifi ed
shortage , defect or default. .

After this Visual inspection, the free-issue materials shall come under the ca
re, custody
and control d the Contractor, T
h e Contractor's obligations of inspection , care,

custody and control shall not relieve the Employer of liability for any shortage, defect
or default not apparent from a visual inspection.

4.21

. ... .. .

Progress Reports

.. . .. . . . ...

.. ...

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

. .... .. ..

Unless otherwise stated in the Part icular Conditions, monthly progress reports shall be

prepared by the Contractor and submitted to the Engineer in six copies. T

h e first
report shall cover the pedod up to the end of the fi rst calendar month following the
Commencement Date. Report s 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 Certifi cate for the
Works.

Each report shall include:

18

@ FIDIC 1 999

Con(ftr ons of Contract for Plant and Des[gn-Bu d

(a)
(b)
(c)

charts and detai led descriptions of progress , includ ing each stage of desig n ,

Cont ractor' s Documents , proc u re me nt , man ufactu re , de l ivery to S ite,

construction, erection , testing , commissio ning and trial operation ;
p hotog raphs showi n g the status of manufactu re an d of prog ress o n the
Site ;

for the manufacture of each main item of Plant and Materials , the nam e of th e
manufacturer, man ufacture location , percentage progress , and the actual or
expected dates of:
(i)
(ii)
(iii)

(iv)

commencement of manufacture,
Contractor's ins pections,
tests, and

shipment and arrival at the S ite;

(d)

the details d escribed in Sub-Clause 6 . 1 0 [Records of Contractor's Personnel

(e)

copies of quality assurance documents, test results and cert ifi cates of

(t)
(g)
(h)

and Equipment] ;
Materials;

list of Variations, notices given under Sub-Clause 2 . 5 [Employer's Claims] and

notices given u nder Sub- Clause 20 . 1 [Contractor 's Claims];
safet
y statistics , including details of any hazardous incidents and activ ities
retating to environmental aspects an d p ublic relations ; and
com pariso ns of actual and plan ned p rogress, with details of any events or
circ u m stan ces w h ic h m ay j eo p ardi s e th e com p l etio n in acco rdan ce with
th e Contract , and the m easu res b eing (or to be) ad o pted to overcome
d elays .

4. 22

Security of t he Site

Un less otherwise stated in the Par

t icular Conditions :

(a)

the Contractor shal l be responsible for keeping u nauthorised persons of

f the

(b)

auth orised persons shall be l im ited to the Contractor 's Personnel an d the
Employer' s Personnel; n
a d to any other personnel notifi ed to the Contractor, by
the Employer or the Engineer, as authodsed personn el of th e Employer' s other

Sit e , and

co ntractors on the Site.

4. 23

Contractor's O perations
on S ite

The Contractor shal l confi ne his operations to the Site, and to any additional areas

which may be obtained by the Contractor and ag reed by the Engineer as working

areas. T
h e Contractor shall take all necessary precautions to keep Contractor' s

Equipment and Contractor' s Personnel with in the Site an d these additional areas, a
nd

to keep them off adjacent land.

During the execution of the Works, the Contractor shall keep the Site free from all
u nnecessar
y obstruction , and shall store or dispose of any Contractor's Equipment or

surpl us materials . Th e Contractor shall clear away and remove from the Site any

. wreckage, rubb ish and Temporary Wo rks which are no longer required.

U pon the issue of a Taking-Over Cert ifi cate, the Contractor shall clear away a
nd

remove, from that part of the Site and Works to which the Taking-Ova
r Certifi cate
refers, all Contractor' s Equipment , surpl us material, wreckage, ru bbish and Temporar
y
Works . The Contractor shal l leave that par
t of the Site and the Works in a cl ean an d
safe cond ition . However, the Contractor may retain on Sit e, duri ng the Defects
Notifi cation Period , such Goods as are required for the Contractor. to fu lfi l ob l igations
under the Contract.
General Conditions

nDIc l e

19

4. 24

Fossi ls

All fossils , coins , articles of val ue or anti qu ity, and structures and other remains or

items of geological or archaeological interest found on the Sit e shall be placed under
the care and authorit
y of the Employer. The Co ntractor shal l take reasonab le

precautions to prevent Contractor's Personnel or other persons from removing or

damaging any of these fi ndings .

h e Contractor shal l , upon discovery of any such fi ndi ng , promptly give n otice to the
T

Engineer, who shall issue instr

u ctions for dealing with it. If the Contractor suffers delay

LU

and/or incurs Cost from complying with the instr

u ctions , the Contractor shal l give a
fur
t her notice to the Engi neer and shall be entitled subject to Sub-Clause 20. 1

(2
Z
<

[Contractor 's Claims] to :

co

(a)

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

(b)

payment of any such Cost, which shall be included in the Contract Price.

under Su b-Clause 8 .4 [Extension of -t

ime for Completion] , an d

Af
t er receiving this fu rt her notice, the Engineer shall p roceed in accordance with Sub
Clause 3 .5 [Determinations] to agree or determine these matters .

5 .1

General D es ig n
O bl igations

The Contractor shall carry out, and be responsible for, the design of the Works. Desig n

shall be prepared by qualifi ed designers who are engineers or other profe

s sionals who
comply with the criteri a (if any) stated in the Employa
r 's Requirements. Unless

otherwise stated in the Contract, the Contractor shall submit to the Eng ineer for
consent the name a
n d par
t iculars of each proposed de
s igner and desig n Subcontractor.

The Contractor warrants that he, his designers and design Subcontractors have the

experience and capability necessary for the design. The Contractor under
t akes that
the de
s igners shall be available to at
t end discussions with the Engineer at all
reasonable times, until the expiry date of the releva
n t Defects Notifi cation Period .

Upon receiving notice under Sub-Clause 8. 1 [Commencement of Works], the

Contractor sha
l l scruti nise the Em ployer' s Requirements (including desig n cri teria and
calculations , if any) and the items of reference mentioned in Su b- Clause 4 . 7 [Setting

Out] . Within the period stated in the Appendix to Tender, calculated from the
Commencement Date, the Contractor shal l give notice to the Eng i neer of any error,

fault or other defect found in the Employer' s Req uirements or these items of reference.

After receiving this notice, the Engineer shall determine whether Clause 1 3 [Variations
and Adjustma
n ts] shall be applied, a
n d sha
l l give notice to the Contractor accordirlgly. If
and to the extent that (taking accou nt of cost n
a d time) a
n experi enced contractor

exercising due care wou ld have discovered the er

ror, fault or other defect when
m ining the Sit e a
n d the Employer's Requirements before submitting the Tender, the
exa
Time for Completion shall not be ex
t ended and the C
o ntract Pri ce sha
l l not be adjusted.
5. 2

Contracto r's Docu m ents

The Contractor' s Documents shall comprise the tech nical documents specifi ed in the

Employer' s Requirements, documents required to satisfy all regulator

y approvals, a
nd

th e docu ments descri bed in SulS-Olause 5 . 6 [As-Built Documents] and Su b -Clause

5 .7 [Operation and Maintenance Ma

n uals]. Unless otherwise stated in the Em ployer' s
Requirements, the Contractor's Documents shall be writ
t en in the language for
commun ications defi ned in Su b- Clause 1 .4 [Law and Language] .

2O

R D I C 1 g99

Cond ons of Contract for Plant and Design- Build

The Contractor shall prepare all Contractor's Docu ments , and shall also prepare any
other documents n ecessary to instruct the Contractor' s Personn el. T
h e Em ployer's
Personnel shal l have the right to ins pect the preparation of all these docum ents,
Wherever th ey are being prepared .
If the Employer' s Requirements describe the Contractor ' s Docum ents which are to be
submitted to the En gineer for review an d/or for approval, th ey shall be submitted
accord ingly, tog eth er with a notice as de
s cribed below. In the following provisions of
this Sub - Clause , (i) "review period " means the period required by the En gineer for
review and (if so specifi ed) for approval, an d (ii) 'Contractor 's Doc uments" exclude any
docu ments which are not specified as being req uired to be submitted for review
and/or for approval .

(9

Unless otherwise stated i n the Em ployer's Requirements , each review period shall not

e: ceed 2 1 days, calculated from the date On which the Engineer receK,es a Contractor' s

Document and the Contractor' s notice. T

h is notice shall state that th
e C
o ntractor's

Document is considered ready, both for review (and approva

l , if so specified} in accorda
n ce

with this Sub-Clause a

n d for use. The notice shall a
lso state that the C
o ntractor's

Document com plie

s with the C
o ntract , or the extent to which it does not o
c mply.
h e Engin eer may, within the review period , g ive notice to the Contractor that a
T
Contractor' s Document fails (to th e ex
t e nt stated) to comply with the Contract. If a
Contractor' s Document so falls to comply, it shall be rectifi ed, resubmitted an d

reviewed (and , if specifi ed , approved) in accordance with this Sub- Clause, at the

Contractor' s cost.

For each part of the Works , and except to the ex

t ent that the prior approval or consent
d the Engineer shall have been obtained :
(a)

in the case of a Co ntractor 's Document which has (as specifi ed

) been
su bmitted for the Eng ineer' s approval :

(i)

the Engineer shall g ive notice to the Contractor that the Contractor' s
Document is approved , with or without comments, or that it fails (to the

(ii)

execution of such par

t of the Works shall not com mence u ntil the
Engineer has approved the Contractor's Document ; and
the Eng in eer shal l be deemed to have approved the Contractor' s

(ill)

(b)

(c}
(d)

ex
t ent stated) to com ply with the Contract;

Document upon the expir

y of the review periods for all the Contractor's
Docu ments which are relevant to the design and execution of such part ,
unless the Eng ineer has previo usly notifi ed oth erwise in accordance with
sub - paragraph (i) ;

execution of such part of the Works shal l not commen ce prior to the expi r
y of
the review periods for al l the Co ntractor ' s Documents which a
re relevant to its
design and execution;
execu
t ion of such par
t of the Works shall be in accordance with these reviewed
(and , if specifi ed , ap proved
) Contractor' s Docu ments ; and
if the Contractor wishes to mod ify any design or document which has
p revious ly been su bm itted for review (and , if specified , approval), the
Contractor shal l im mediately g ive notice to the Engineer. T
h ereafter, the
Contractor shall submit revised documents to the Engineer in accordance with

the above procedure.

if the Eng in eer instructs that fur

t her Contractor ' s Docu ments . are requi red , the

Contractor shall pre pa

re them p romptly.
Genera Cond ons

nDIc 1 9

21

O3

L_

Any such approval or consent, or any review (under this Sub-Clause or otherwise),
shall not relieve the Contractor from any obligation or respbn ibility
,3

... . . . . .

..

. ..

. . . . .. .

. . . . .....

..

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

.. .. . . .

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

LU

(b)

<
3

5
(D

the Laws in the Country, and

the documents forming the Contract, as altered or modifi ed by Variations.

5.4

Tech n ical Standards and

Reg u lati ons

The de
s ign, the Contractor's Documents, the execution and the completed Works
y 's technical standards, building, construction a
nd
shali comply with the Countr
environ mental Laws , Laws applicab le to the product being produced from the Works ,
and other standards specifi ed in the Employer's Requirements, applicable to the

(O

Works, or defi ned by the ap plicable Laws.

,o

All these Laws shall, in respect of the Works and each Section, be th ose p revailing

when the Works or Section are taken over by the Employer under Clause 1 0

[Employer's Taking Over] . References in the Contract to published standards shall be

u nderstood to be references to the editio n app licable on the Base Date, un less stated
otherwise.

tf changed or new applicable standards come into force in the Countr

y after the Base
Date, the Contractor shall give notice to the Engineer a
n d (if appropriate) submit
p roposals for compliance. In the event that :

(a)
(b)

the Engineer determines that compliance is required, and

the proposals for compliance constitute a variation,

then the Engineer shall init iate a Variation in accordance with Clause 1 3 [Variations and

Adjustments] .
5.5

The Contractor shall carry out the training of Employer ' s Personnel in the operation
an d mai ntenance of the Wo rks to the extent specified i n t he Emp loye r' s

Tra i n ing

Requirements. If the Contract specifi es training which is to be carried ou

t before
taking-over, the Works shall not be considered to be completed for the purposes of
taking-over under Sub-Clause 1 0. 1 [TakJ'n g Over of the Works and Sections] until this
training has been compl eted .

5 ,6

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

As- Built Docum ents

... . . . . ... .

..... ... .

. .. . . . .

. . ... .. .

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

records of the execution of the Wo rks , showing the exact as-bui lt locations , sizes and
details of the work as executed . T
h ese reco rds shall be kept on the Site and shall be

used exclusively for the purposes of this Sub-Clause. Two copies shall be supplied to
the Engineer pri or to the commencement of the Tests on Completion.
I n add ition , the Contractor shall supply to the Engineer as- bu ilt d raw
i ngs of the Works,

showing all Works as execu

t ed, and submit them to the Engineer for rev
i ew under
Sub-Clause 5.2 [Contractor's Documents]. T
h e Contractor shall obtain the consent of
the Engineer as to their size, the referencing system, and other relevant details.
Pri or to the issue of any Taking-Over Cert ifi cate, the Contractor shall supply to the

Engineer the speci fi ed numbers and types of copies of the relevant as-built drawings,

in accordance wit h the Employer's Requirements . The Wor

k s shall not be considered
22

@ R DI C 1 999

Cono"ations of Contract for Rant and De.sign -Build

to be com pleted for the purposes of taking -over u nder S ub-Clause 1 0 . 1 [Taking Over
of the Works and Sections] until the Engineer has received these documents.

Operation and

M a i nte n an ce Ma n uals

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

the Engineer provisional o peration and mainten ance .manuals in sufficient detail for the
Emp loyer to operate, maintain , dismantle, reassemble, adjust and repair th e Plant.

The Works s hal l not be considered to be com pleted for the pu rposes of tak
i ng-over
under Sub-Clause 1 0. 1 [Taking Over of the Works and Sections] until the Eng ineer

has received fi nal operation and maintenance manuals in such detail, and any other

manuals specifi ed in the Em ployer' s Req uirements for these puqooses .

5.8

Des i g n Error

Sta

If errors , om issions, am big u ities, inconsisten cies, inadequacies or other defects are
found in the Contractor's Docu ments, they and the Wo rks shall be co rrected at the
Contractor' s cost, notwithstand ing a
n y consent or ap proval u nder this Clause.

n d La bo u r

6.1

E ngagement of

Staf
f an d Labou r

Except as otherwise stated in the Employer's Req uirements , the Contractor shal l
make ar
r angements for the en gagement of all staf
f and labour, local or otherwise , and
for their payment , housing , feed ing and transport .

6.2

Rates of Wages and

Co nd iti ons of Labour

The Contracto r shall pay rates of wages , n

a d observe conditio ns of labour, which are
not lower than those establish ed for the trade or i nd ustry where th e work is carri ed
out . If no established rates or conditions are applicable , the Contractor shal l pay rates
of wages and obser
ve cond itions which are not lower than the gen eral level of wages
and cond itions obser
ved locally by employers whose trade or industr
y is similar to

that of th e Contractor.
6 .3

Perso n s i n th e Service

of Emp loyer

The Contractor shall not recruit, or attempt to recruit, staf

f and labour from amongst

the Employer' s Person nel .

6, 4
Lab o u r Laws

The Contractor shall com ply with all the relevant labour Laws applicable to the
Contractor ' s Personnel, including Laws relating to their em ployment, health , safety,
welfare, imm ig ration and em ig ration , and shal l allow th em all their legal rig hts.

The Contractor shall require his employees to obey all applicable Laws, including
th ose concerning safet
y at wor
k.

Worki n g H o u rs

No wor
k shall be carried out on the Site on locally recog nised days of rest, or outside

the normal working hours stated i n th e Appendix to Ten der, un less :

(a)
(b)
(c)

other
w ise stated in the Contract,

the Engineer gives consent, or

the work is unavoidable, or necessar
y for the protection of life or property or

for the safet

y of the Works, in which case the Contractor . shall immed iately
advise the Eng ineer.

Genera} Conditions

R D IC 1 999

23

(3

6.6

Fac i l iti es for Staf

f
and Labou r

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 facilities for the Employer's
Personnel as stated in the Employer' s Requirements .

The Contractor shall not permit any of the Contractor's Personnel to maintain any

temporary or permanent living quarters within the structures forming part of the
Permanent Works .

6.7
O9

Health and Safety

[:

The Contractor shall at all times take all reasonable precautions to maintain the health

and safety of the Contractor's Personnel. In collaboration with local health authorities,

the Contractor shall ensure that medical staff , fi rst aid facilities, sick bay and
ambulance service are available at atl times at the Site and at any accommodation for

o
u_

Contractor's and Employer's Personnel, and that suitable arrangements are made for
all necessary welfare and hygiene requirements and for the prevention of epidemics.
The Contractor shall appoint an accident prevention officer at the Site, responsible for

maintaining safety and protection against accidents. T

h is person shall be qualifi ed for
this responsibilit
y, and shall have the authority to issue instructiops and take protective
measures to prevent accidents. T
h roughout the execution of the Works, the
Contractor shall provide whatever is required by this person to exercise this
responsibi lit
y and authorit
y.

h e Contractor shall send , to th e Engineer, details of any accident as soon as

T

practicable after its occurrence. T

h e Contractor shall maintain records and make
reports concerning health, safet
y and welfare of persons, and damage to property, as

the Engineer may reasonably require.

6 .8

Co ntracto r's

Su p eri nten den c e

h roughou
T
t the design and execution of the Works, n
a d as long thereafter as is

necessary to fulfi l the Contractor's obligations, the Contractor shall provide all
necessar
y superintendence to pla
n , arrange, direct, manage, inspect and test the

work.

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

knowledge of the language for communications (defi ned in Sub-Clause 1 .4 [Law and
Language]) and of the operations to be carried out (including the methods and
techniques required, the hazards likely to be encountered and methods of preventing
accidents), for the satisfactory and safe execution of the Works.

6.9
Co ntractor's
Perso n n e l

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

T

their respective trades or occupations. T

h e 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,

carri es out du
t ies incomp6tently or negligently,

fails to conform with any provisions of the Contract, or

persists in any conduct which is prejudicial to safet

y, health, or the protection

of the environment .

RDIC 1 999

Cond ii ons of Contract for Plant and Design-Build

If ap propriate, the Contractor shal l then appoint (or cau se to be appointed) a su itable

replacement person .
6,1 0

Reco rds of Co ntracto r's

Person nel and

Equ i p m ent

The Contractor shall submit, to the Engi neer, de ails showing the nu m ber of each
class of Contractor' s Personnel and of each type of Contractor ' s Eq uipment on the
Site. Deta
i ls shall be submitted each calendar month , in a form approved by the
Eng ineer, until the Contractor has completed all work which is known to be
outstanding at the com pletion date stated in the Taking- Over Certifi cate for the Works .

6.1 1

Disord e rly Co nd uct

The Contractor shall at al! times take all reasonable precautions to prevent any
unlawful , riotous or disorderly cond uct by or amongst th e Contractor's Personnel , and
to preserve peace a
n d protecti on of persons an d property on and near the Site.

7. 1

Pl aTMateri al s and Workmanship

M an n er of Executi o n

h e Contractor shall carry out th e manufactu re of Plant, the production and

T
manufactu re of Materials, and al l other execution of the Works :

(a)
(b)
(c)

in the manner (if any) specifi ed in the Contract,

in a proper workm an l ike and careful manner, in accorda
n ce with recognised
good practice, and
with properly equipped facilities n
a d n on-hazardous Materials , except as
otherwise specifi ed in the Contract .

7.2

Sam p les

The Contractor shal l su bmit the following samples of Materials , and releva
nt
information , to the Engineer for review in accordance with the procedures for
Contractor's Docu ments described in Sub - Clause 5 . 2 [Contractor's Documents] :

(a)

manufacturer's standard samples of Materials an d sam ples specifi ed in the

(b)

additional sam ples instructed by the Eng ineer as a Variation .

Contract , a
l l at th e Contractor' s cost, and

Each sample shall be labelled as to origin a

n d intended use in the Works .
7 .3

i nspecti o n

The Employer' s Personnel shall at all reasonable tim es:

(a)

5)

have full access to all parts of the Sit e and to a

l l places from which natural

Materials are being obtained , and

during production, ma
n ufactu re and constr
u ctio n (at th e S ite and elsewhere) ,
be entitled to exam in e , i ns pect , measure and test the materials and
workmanship , a
n d to check the progress of man ufacture of Plant and
production and manufacture of Materi a
ls .

The Contractor shall g ive the Employer ' s Personn el full oppor
t unity to carry ou
t the
se
activities, incl uding providing access , facilit ie
s , permissions an d safety equipment. No
such activit
y shall rel ieve the Contractor from any obligation or responsibility.
7he Contractor shall g ive notice to the Eng ineer whenever any work is ready and
before it is covered u p , put out of sight, or packaged for storage or transpor
t. T
he
G enera; Condi'dons

D=c 1 9

25

Engineer shall , then either carry out the examination, inspection, measurement or
testing without unreasonable delay, or promptly give notice to the Contractor that the
Engineer does not require to do so. If the Contractor fails to give the notice, he shall,
if and when required by the Engineer, uncover the work and thereafter reinstate and
make good , all at the Contractor 's cost.

.4

Testing

UJ

o
z

......

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

.... . .

. .. .. ... ..

This Sub-Clause shall apply to all tests specifi ed in the Contract, other than the Tests
after Completion (if any) .

The Contractor shall provide all apparatus, assistance, documents and other
information , electricity, equipment, fuel ,, consumab les , instru ments, labou r, materials,
and suitably qualifi ed and experienced staff , as are necessary to carry out the

specifi ed tests effi ciently. The Contractor shall agree, with the Engineer, the time and
place for the specified testing of any Plant, Materials and other parts of the Works.

O3

o, ,

T e Engineer may, under Clause 1 3 [Variations and Adjustments], var

h
y the location or
details of specifi ed tests, or instruct the Contractor to carr
y ou
t additional tests. If

the
s e varied or add itio nal tests sh ow that the tested Plant , Matedais or workmansh ip
is not in accordance with the Contract, the cost of carrying out this Variation shal l be

borne by the Contractor, notwit hstanding other provisions of the Contract. '

T e Engineer sha
h
l l give the Contractor not less than 24 hours' notice of the Engineer's
intention to attend the tests. If the Engine
e r doe
s not attend at the time n
a d place agreed,
the Contractor may proceed with the te
s ts , unless otherwise instructed by the Engineer,
and the te
s ts shall then be deemed to have been made in the Engineer' s pre
s ence.

If the Contractor suf

fers delay and/or incurs Cost from complying with the
se
instructions or as a resu lt of a delay for wh ich the Employer is responsible, the

Contractor shall give notice to the Engineer and shall be entitled subject to Sub
Clause 20 . 1 [Contractor's Claims] to:

(a)

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

(b)

payment of any such Cost plus reasonable profi t, which shall be included in the

u nder Sub-Clause 8 . 4 [Extension of 77me for Completion] , and

Contract Price.

After receiving thi s notice, the Engineer shall proceed in accordance wit h Sub-Clause
3.5 [Determinations] to agree or determine these mat
t ers.

T e Contractor shall promptly forward to the Eng ineer du ly cert ified report s of the
h
tests. When the specified tests have been passed, the Engineer shall endorse the

Contractor' s test cer

t ifi cate , or issue a cerLifi cate to him , to that ef
fect. If the Eng ineer
has not attended the tests, he sha
l l be deemed to have accepted the read ings as
acc u rate .

7.5

Rej ection

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, Materia
l s, desi gn or
work
m anship by giving notice to the Contractor, with reasons. The Contractor shall

then promptlY make good the defect and ensure that the rejected it em complies with
the Contract .

If the Engineer requires this Plant, Ma' edals, design or workmanship to be rete
s ted,
the tests shall be repeated under the same ter
m s and conditions. If the rejection and
26

FIDIC 1 999

Conditi ons of Contract for Plant and Desfgn-Bu d

retesting cau se th e Employer to incur additional costs , the Contractor shall s ubject to
Sub-Clause 2 . 5 [Ernp!oyer'a Claims] pay th ese costs to the Employer.
,6

... .

Rem edi al Wo rk

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

... ... .

. .. . . .

..

Notwith standi ng any previous test or certification , the Eng ineer m ay instruct the

Contractor to :

(a)

remove from the Site an d replace any Plant or Materials whi ch is not i n

accordance wit h th e Contract ,

(b)

remove and re-execute any other work which is not in accordance with the
Contract , and

(c)

execute any work which is urgently req uired for the safety of the Works,

wh ether because of an accident , unforeseeable event or otherwise.

The Contractor shall com ply with the instruction within a reasonabl e time , which shall

be the time (if any) specified in the instru ct ion , or imm ediately if u rgency is specified
under sub-parag raph (c) .

If the Contractor fails to comply with the instruction, the Employershall be entitled to

em ploy and pay other persons to carry ou

t th e work. Except to the extent that the
Contractor would have been entitled to payment for the work , the Contractor shall

subject to Su b-Clause 2 . 5 [Employer's Claims] pay to t he Employer all costs arising

from this failure.
7.7

Own e rsh i p of P lant an d

Materi al s

Each item of Plant and Materials shall , to the ex

t ent consistent with the Laws of the

Cou ntry, become the property of the Em ployer at whichever is the earlier of the
following tim es , f
ree from liens an d other en cu mbrances :
(a)
(b]

when it is delivered to the Site;

when the Contractor is entitled to payment of the value of the Plant and

Materials under Sub -Clause 8 . 1 0 [Payment for Plant and Materials in Event of
Suspension] .

7.8

Unless otherwise stated in the Employer' s Requirements, the Contractor shall pay all
royalties, rents and oth er payments for:

Royalties

(a)
(b)

8.1

natural Materials obtai ned from outside th e Site , and

the disposal of material f

rom demol itions and excavations and of other surplus
materi al (wh ether natu ral or man- made) , except to the ex
t ent that disposal
areas within the Site are specifi ed in the Contract .

coSencement, Del ays and Suspensio n

Com men cement of Work

h e Engineer shall g ive the Contractor not less than 7 days ' notice of the
T
Com mencement Date . Unless oth er
w ise stated in the Par
t icu lar Co nditions, the

Commencement Date shal l be with i n 42 days after the Contractor receives the Letter
of Acceptance.

The Contractor shall commence the design and execution of the Wo rks as soon as is
reasonably practicable af
t er the Commen cem ent Date, and shall then proceed with
the Works with due expedition and without delay.
G eneral Condition s

nDEC 1

27

8.2

Ti me for Com p l etio n

LU

The Contractor sha

l t 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 :
(a)
(b)

O
z

C9

achieving the passing of the Tests on Completion, and

completing all work which is stated in the Contract as being required for the

Works or Section to be considered to be completed for the p urposes of taking

over under Sub-Clause 1 0.1 [Taking Over of the Works and Sections] .

8.3
03

P rog ramm e

,,
o

The Contractor shall su bmit a detailed time programme to the Engin eer within 28 days

after receiving the notice under Sub-Clause 8. 1 [Commencement of Works] . T

he

Contractor shall also submit a revised programme whenever the previous programme
is inconsistent : with actual progress or with the Contractor's obligation s. Each
prog ramme shal l incl ude:

(a)

the order in which the Contractor intends to carry out the Works, including the

(b)

the periods for reviews under Sub-Clause 5 .2 [Contractor's Documents] and

(c)

(d)

anticipated timing of each stag e of desig n, Co ntractor's Doc uments,

procurement, manufacture, inspection , deliver
y to Site, construction , erection,
testing , commissioning and trial operation ,

for any other submissions, approvals and consents specifi ed in the Employer' s
Req uirem ents,

the sequence and timing of inspections and tests specified in the Contract, and
a s upporting report which includes :

(i)

a general description of the methods which the Contractor intends to

(ii)

details showing the Contractor' s reasonable estimate of the number of

adopt , and of the major stages, in the execution of the Works, and

each class of Contractor' s Personnel a

n d of each type of Contractor's
Equ ipment , required on the Site for each major stage.

Unless the Engineer, within 21 days after receiving a programme, gives notice to the
Contractor stating the extent to which it does not comply with the Contract, the
Contractor shall proceed in accordance with the prog ramme, subject to his other
obligations under the Contract. T
h e Employer's Personnel shall be entitled to rely
upon the programme when planning their activities.
T e Contractor shall promptl y give notice to the Engineer of specifi c probable future
h
events or circumstances which may adversely af
fect the work, i ncrease the Contract
Price or delay the execu
t ion of the Works. T
h e Engineer may require the Contractor
to submit an estimate of the anticipated effect of the future event or circumstances ,

and/or a proposal under Sub-Clause 1 3.3 [Variation Procedure] .

if, at any time, the Engineer gives notice to the Contractor that a programme fails (to
the ex
t ent stated) to comply with the Contract or to be consistent with actual progress
and the Contractor's stated intentions , th e Contractor shall su bmit a revised

programme to the Engineer in accordance with this Sub-Clause

8. 4

Com pl etio n

T e Contractor shall be entitled subject to Su b- Clause 20 . 1 [Contractor's Claims] to

h
n ex
a
t ension of the Time for Completion if and to the ex
t ent that co m plet io n for the

28

F] D IC 1 999

Extens ion of Ti me for

COnditions of Contract for Plant and Design- Bu li d

purposes of Su b- Clause 1 0 . 1 [Taking Over of the Works and Sections] is o r will be

delayed by any of th e fo llowing causes:
(a)

(b)
(c)
(d)

(e)

a Variation (un less an adjustment to the Time for Completion has been agreed
under Sub- C lause 1 3 .3 [Variation Procedure]) ,

a cause of delay giv ing an entitlement to extension of time under a Sub-Clause

of these Co nditions,

exceptionally adverse climatic conditions,

Unforeseeable shortages in the avai lability of personnel or Goods caused by

epidemic or governmental actions, or

|2
any delay, impediment or prevention caused by or attributable to the |3
Em ployer, the Emp l oyer' s Personn el , or th e Employer' s oth er contractors o n

the Site.

If the Contractor considers himself to be entit led to an extensio n of the Time for

Completion , the Contractor shall g ive notice to the Engineer in accordance with Sub

Clause 20.1 [Contractor's Claims]. When determining each extensi o n of time under

Sub-Clause 20. 1 , the Eng in eer shall review previo us determinati ons and may
increase, but shall not decrease, the total ex
t ension of time.
8.5

De l ays Cau sed by

Aut ho rities

if th e followin g cond itions apply, namely:

(a)
(13)
(c)

the Contractor has d il igently fol lowed the proced u res laid down by the relevant
legally constituted pu blic authorities in the Country,
these au
t horities delay or disrupt th e Contractor' s work, and
the delay or disruption was Unfo reseeable ,

then this delay or disruption wil l be considered as a cause of delay under su b

paragraph (b) of Su b- Clause 8. 4 [Extension of Tme for Completion] .
8 .6

e of Pmg

ss

If, at any time:

(a)
(b)

actual progress is too slow to comp l ete within the Time for Com pletion, and/or
progress has fallen (or wi ll fall) behin d the cu rrent programme u nd er Su b-Clause
8 .3 [Programme] ,

oth er than as a result of a cause listed in Su b-C lause 8.4 [Extension of 77me for
Completion] , then the Engineer may instruct the Contractor to submit , un der Sub
Clause 8 . 3 [Programme] , a revised p rog ramme and supporting report describing the
revised m ethods wh ich the Contractor proposes to adopt in order to exp ed ite
prog ress an d complete within th e Tim e for Com p letion .
Un less the Engineer notifies otherwise, the Contractor shall adopt these revised
methods , which may require increases in the working hou rs and
/or in the n umbers of
Co ntractor' s Personnel an d
/or Goods , at the risk and cost of the Contractor. If these
revised methods cause the Employer to incur add itional costs, th e Contractor shal l

su bject to Sub-Clause 2 .5 [Employer 's Claims] pay these costs to the Em ployer, in
addition to delay damag e
s (if any) under Sub-Clause 8 . 7 below.
8.7

Del ay Damages

G en eral Condrdons

If the Contractor fails to comply with Sub-Clause 8.2 [Time for Completion], the

Contractor shall su bject to Su b-Clause 2 . 5 [Employer 's Claims] pay d elay damages to
the Employer for this default. Th ese delay d amages shall be the sum stated i n the
Appen d ix to Tender, which shall be paid for ever
y day whic h shall elapse between the
FIDI

999

29

__
_

/
I

1o
i_

relevant Time for Completion and the date stated in the ,Taking-Over Certificate.
However, th e total amount due u nder th is Su b-Clause shall not exceed the maximum
amount of delay damag es (if any) stated in the Appendix to Tender.

These delay damages shall be the only damages due from the Contractor for such
default, other than in the event of termination under Sub-Clause 1 5 .2 [Termination by
Employer] prior to completion of the Works. These damages shall not relieve the
Contractor from his obligation to complete the Wo rks, or from any other dut ies,
obligations or responsibilities which he may have udder the Contract.

LU

Z
<
o

(9

8, 8

S uspe nsio n of Wo rk

The Engineer may at any time instruct the Contractor to suspend progress of
part or al l of the Works . During such suspension , the Contractor shall protect ,
store and secure such par
t o r th e Works ag ainst any deterioration , los s o r
d am ag e .

co
c

h e Engineer may also notify the cause for the suspension . If and to the extent that
T

u_

th e cause is notified n
a d is the re
s ponsibility of the Contractor, the following Sub
Clauses 8 . 9 , 8 . 1 0 and 8 . 1 1- shal l not apply.

8,9

C on sequences of
S uspensi o n

If the Contractor suffers delay and/or incurs Cost from complying with the Engin eer' s
instructions under Sub- Clause 8.8 [Suspension of Work] and/or from resuming the
work, the Contractor shall give notice to the Engineer and shat! be entitled subject to
Sub-Clause 20 . 1 [Contractor's Claims] to;

(a)

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

a

(b)

payment of any such Cost, which shall be included in the Contract Price.

under Sub-C lause 8 .4 [Extension of 77me for Completion] , a

nd

After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3.5 [Determinations] to agree or determine these matters.
h e Contractor shal l n ot be entitled to an extension of time for, or to payment of the
T

Cost incu rred in, making good the consequences of the Contractor's faulty desig n,
workmanship or materials, or of the Contractor's failure to protect, store or secure in
accordance with S ub -Clause 8, 8 [Suspension of Work] .

8. 1 0

Paym ent fo r Pl ant and

Material s i n Event of

Su s p ens ion

The Contractor shall be entitled to payment of the value (as at the date of suspension)
of Plant and/or Materi als which have n ot been delivered to Site, if:

(a)

the work on Plant or detivery of Plant and/or Materi als has been suspended for

(b)

the Contractor has marked the Plant and/or Materials as the Employer's

more than 28 days , an d

property in accordance with the Engineer's instr

u ctions.

8.1 1

P ro longed S us pens 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 td
proceed. If the Engineer does not give permission within 28 days after being
requested to do so, the Contractor may, by giving notice to the Engineer, treat the
suspension as an omission under Clause 1 3 [Variations and Adjustments] of the
affected part of the Works . If the suspension affects the whole of the Works, the
Cont ractor m ay give notice of term ination under S ub- Clause 1 6 .2 [Termination by
Contractor] .

3O

@ FI D IC 1 999

Conditions of Contract for Plant and Design- Bu ild

8.1 2

Resu m ptio n of Wo rk

9. 1

Tean

Co ntractor's O bl igations

After the permission or instruction to proceed is . g iven , the Contractor and the
Engineer shall jointly exam ine the Works and the Plant and Materials af
fected by the
susp ension . The Contractor shall make good any deterioration or defect in or loss of
the Works or Plant or Materials , which has occurred duri ng th e suspension .

Com pletion
h e Contractor shall carry out the Tests on Completion in accordance with this Clause
T

and Sub-Clause 7 . 4 [Testing] , after providing the docu ments in accordance with Su b
Clause 5 . 6 EAs-Built Documents] and Sub-Clause 5 . 7 [Operation and Maintenance

Manuals] .

The Contractor shall give to the Eng ineer not less than 2 1 days ' notice of th e date after
which the Contractor wi ll be ready to carry out each of the Tests on Completion .
Un less otherwise ag reed, Tests on Com pletion shall b e carri ed out wit h in 1 4 days after
this date , on such d ay or days as the Eng ineer shall instruct.

Unless otherwise stated in the Particular Condit ions, the Te

sts on Completion shall be

carried out in the following sequence:

(a)

(b)
(c)

pre-commissioni ng tests , which shall include the ap propri ate inspections an d

(" dry" or "cold") functional tests to demonstrate that each item of Plant can

safely u nder
t ake the next stage, (b) ;
co mmissioning tests, which shall include the specified operational tests to
demonstrate that the Wor
ks or Section can be operated safely and as
specified , under all availab le operating conditions ; and
trial operation , which shall demonstrate that the Works or Sectio n perform
reliably and i n accordance with the Contract.

Du ring trial operation, when th e Wor

ks are operating under stable conditio ns , the
Contractor shall give notice to the Engi neer that th e Works are ready for any other
Tests on CompIetion , incl uding per
formance tests to demonstrate whether the Works
conform with criteri a specifi ed in the Emp loyer' s Requirements an d with the Schedule
of G uarantees .

Tri al operation shall not constitu

t e a taki ng-over under Clause 1 0 [Employer's Taking
Over] . U n less other
w ise stated i n the Par
t icula
r Conditions , a
n y product produced by
the Works during tri al operation shall be the pro perty of the Employer.
]n co nsidering th e results of the Te
s ts on Completion , the Engineer shall make
al lowa
n ces for the ef
fect of any use of the Wo r
ks by the Employer on the per
formance
or other characteristics of the Wor
k s. As soon as the Works , or a Sectio n , have
passed each of the Tests on Com pletion descri bed i n sub -paragraph (a) , (b) or (c) , the
Contractor shall su bm it a cer
t ifi ed report of the results of these Te
s ts to the Engin eer.:
9.2

Delayed Tests

If the Tests on Com pletion are being u nduly delayed by the Employer, S ub-Clause 7 . 4

[Testing] (fifth parag raph) and/or Sub-Clause 1 0 .3 ]Interference with Tests on

Completion] shal l be applicable .

If the Tests on Compl etion are being unduly delayed by th e Contractor, the Eng ineer
may by notice req uire the Contractor to c
a rry out the Te
sts within 2 1 days af
t er
receiving the notice . The Contractor shall ca
rry out the Te
s ts on such day or days
GeneraJ Cond itions

DEC l g

31

within that period as the Contractor may fi x and of which he sha

l l give notice to the
Eng ineer.

If the Contractor fails to carry out the Tests on Completion within the period of 2 1

days, the Employer's Personnel may proceed with the Tests at the risk and cost of the
Contractor. The Tests on Completion shall then be deemed to have been carried out

in the presence of the Contractor and the results of the Tests shall be accepted as
accurate .

If the Works, or a Section, fail to pass the Tests on Completion, Sub-Clause 7.5

Retesti ng

[Rejection] shall apply, and the Engineer or the Contractor may require the failed Tests,

and Tests on Completion on any related work, to be repeated under the same terms
and conditions.

o9
[:TZ

9 .4

Fail u re to Pass Tests on

Completi o n

If the Works, or a Section, fail to pass the Tests on Completion repeated under Sub
Clause 9.3 [Retesting], the Engineer shall be entitled to:

(a)
(b)

(c)

order further repetition of Tests on Completion under Sub-Clause 9.3;

if the failure deprives the Employer of substantially the whole benefit of the
Works or Section, reject the Works or Section (as the case may be) , in which
event the Employer shall have the same remedies as are provided in sub

paragraph (c) of Sub-Clause 1 1 .4 [Failure to Remedy Defects]; or

issue a Taking-Over Certifi cate, if the Employer so requests.

In the event of sub-paragraph (c) , the Contractor shall then proceed in accordance
with all other obligations under the Contract, and the Contract Price shall be reduced

by such amount as shall be appropriate to cover the reduced value to the Employer

as a resu lt of this failure . U nless th e relevant red uction for this failure is stated (or its
method of calcu lation is defi n ed) in the Contract, the Em ployer may requ ire the

reduction to be (i) agreed by both Part ies (in full satisfaction of this failure only) and

paid before this Taking-Over Cert ifi cate is issued , or (ii) determined and paid under

Sub-Clause 2 .5 [Employer's Claims] and Sub-Clause 3.5 [Determinations].

EmioOs Taking Over

1 0.1

Taki ng Over of the

Wo rks and Sections

Except as stated in Sub-Clause 9.4 [Failure to Pass Tests on Completion] , the Works
shall be taken over by the Employer when (i) the Works have been completed in
accordance with the Contract, including the matters described in Su b -Clause 8 . 2

[Time for Completion] and except as allowed in sub-paragraph (a) below, and (ii) a
Taking-Over Certificate for the Works has been issued, or is deemed to have been
issued in accordance with this S ub- Clause .

The Contractor may apply by notice to the Engineer for a Taking-Over Cert ifi cate not
eariia
r than 1 4 days before the Works will, in the Contractor' s opinion, be complete
and ready for taking over. if the Works are divided into Sections, the Contractor may
similarly apply for a Taking-Over Cert ifi cate for each Section.
h e Engineer shall, within 28 days after receiv
T
i ng the Contractor's application:

(a)
32

issue the Taking-Over Certifi cate to the Contractor, stating the date on which

th e Works or Section were com pleted in accordance with the Contract, except

@ Fq D I C 1 999

Condilions of Contract for Plant and Design- Build

(b)

for any m i nor outstandi q g work an d defects which wi ll" net substantial ly affect
the use of the Wo rks or Section for their intend ed purpose (either until or whilst
this work is com pleted and these defects are remedied) ; or
reject the application , givin g reasons and s pecifying the work required to be
don e by th e Co ntractor to enab le the Taking-Over Cer
t ifi cate to be issued. The

Contractor shall then complete this work before issuin g a further notice under

this S ub-Clause .

If the Engineer fai ls either to is sue th e Taking - Over Certifi cate o r to reject the
Contractor 's appl icatio n with the p eriod of 2 8 days , and if th e Works or Sectio t (as
the case may b e) are su bstantially in acco rdance with the Contract , th e Taki ng
Over Cer
t ificate sh all be deem ed to have been iss u ed o n the last day of that
pe rio d .
1 0.2

Taki ng Over

of Parts of the Wo rks

The Engineer may, at the sole d iscretion of the Employer, issue a Taking -Over
Certifi cate for any part of the Permanent Works .
The Emp loye r shall not use any part of the Works (other than as a tem p orary
measure wh ich is either specifi ed i n the Contract or agreed by both Par
t ies) u nless
and u nt il th e En g inee r has iss ued a Taking -Over Cer
t ifi cate for t h is part . However,
if the Em p l oyer does use any part of th e Works before the Taki ng -Over Cer
t ifi cate
is issued :

(a)

the par
t wh ich is used shall be deemed to have been take n over as from the

(b)

the Contractor shall cease to be liable for the care of such par
t as from this
date, when responsi bil ity sha
l l pass to the Employer, and
if requested by th e Contractor, the Eng ineer shall issue a Taki ng- Over

(c)

date on which it is used,

Certifi cate for this par

t.

After the Eng ineer has issued a Taking-Over Cer

t ifi cate for a par
t of the Works, the
Contractor shal l be g iven the earliest opportunity to take such steps as may be
necessar
y to carp/ out any outstanding Tests on Completion . The Contractor shall
carry out these Tests on Completion as soon as practicabl e before the expiry date of
the relevant Defects Notifi c
ation Period .

If the Contractor incurs Cost as a result of th e Em ployer taking over and/or using a
t of the Works , other than such use as is s pecifi ed in the C
o ntract or agreed by the
par
Contractor, the Contractor shall ( give notice to the Engin eer a
n d (i i) be entitled
subject to Sub-Clause 20 . 1 [Contractor's Claims] to payment of any s uch Cost plus
reasonable profi t, wh ich shall be included in the Contract Price. Af
t er receiving this
n otice , t h e Eng i nee r s ha l l proceed in accordan ce with S u b- Clau se 3 . 5
[Determinations] to ag ree or determine this Cost and profi t.
If a Taking -Over Cer
t ifi cate has been issued for a par
t of the Works (other than a
Section), the delay damages thereafter for completion of the remain der of the Wor
ks
shall be red uced . Simi larly, the delay damages for the remainder of th e Section (if any)
in which this par
t is included shall a
l so be reduced . For any period of delay af
t er the

date stated in this Tak

i ng-Over Certificate, the proportional reduction in these delay
damages shal l be calculated as the proportion which the value of the par
t so cer
t ifi ed
bears to the value of the Works or Section (as th e case may be) as a whol e. T
he

Engineer shall proceed in accordance" with Sub-Clause 3.5 [Determinations] to agree

or determ ine these propor

t ions. The provis ions of this parag raph sh all only apply to
the daily rate of da
l ay damages un der Sub-Clause 8. 7 [Delay Damages] , and shall not
af
fect the maximu m amount of these damages .
G eneraJ Condition s

au c

33

If the Contractor is prevented, for more than 1 4 days, from oarrying out the Tests on

1 0.3

I nter
ference with Tests

o n Co m pleti on

Completion by a cause for which the Employer is responsible, the Employer shall be

deemed to have taken over the Works or Section (as the case may be) on the date
when the Tests on Co mpletion would otherwise have been completed.

The Engineer shall then issue a Taking-Over Certifi cate accordingly, and the
Contractor shall carry ou
t the Tests on Completion as soon as practicable, before the

expir
y date of the Defects Notifi cation Period. The Engineer shall require the Tests on
Completion to be carried ou
t by giving 1 4 days' notice and in accordance with the
relevant provisions of th e Contract.

If the Contractor suffers delay and/or incurs Cost as a result of this delay in carrying
out the Tests on Completion, the Contractor shall give notice to the Engineer and shall
be entitled subject to Sub-Clause 20. 1 [Contractor's Claims] to:
co
[z:

(a)

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

(b)

payment of any such Cost plus reasonable profi t, which shall be included in the

LL.

under Sub-Clause 8. 4 [Extension of Time for Completion], and

Contract Price .

After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3 .5 [Determinations] to agree or determine these matters.
1 0 .4

Except as other
wise stated in a Taking-Over Certificate, a cert ifi cate for a Section or

Su r
f aces Req u iri ng

part of the Works shall not be deemed to cert ify completion of any ground or other

Rei nstateme nt

su rfaces requiring reinstatement.

t ,,ab , , ,ty

1 1 .1

Com pl etio n of
O utstand i ng Work an d
Remedyi ng D efects

In order that the Works an d Contractor' s Documents , and each Section , shall be in

the condition required by the Contract (fair wear and tear excepted) by the expir
y date

of the relevant Defects Notifi cation Period or as soo n as practicable thereafter, the
Contractor shall :

(a)
(b)

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

Cer
t ificate , within s uch reasonable time as is in st ructed by th e Eng i n e e r,
an d

execute att work required to remedy defects or damage, as may be notifi ed by

(or on behalf of) the Employer on or before the expiry date of the Defects
N otification Period for the Works or Section (as the case may be) .

If a defect appears or damage occurs, the Contractor shall be notifi ed accordingly, by

(or on behalf of) the Employer.
1 1 .2

Cost of Remedyi ng
Defects

34

All work referred to in sub-paragraph (b) of Sub-Clause 1 1 . 1 [Completion of

Outstanding Work and Remedying Defects] shall be execu

t ed at the risk and cost of
the Contractor, if and to the extent that the work is attribu
table to:
(a)

the design of the Works, other than a part of the de

s ign for which the Employer

(b)

Plant, Materials or workmanship not being in accordance with the Contract,

is responsible (if any) ,

@ FI D IC 1 999

Condlttons of Contract for Pla nt a nd Des ig n - Build

(c)
(d)

improper operation or maintenance which was attributable tomat

t ers for which

the Contractor is respo nsi ble (under Sub-Clauses 5 .5 to 5 . 7 or otherwise) , or

failure by the Co ntractor to com ply with any other obligation .

If and to th e extent that such work is at

t ributab le to any other cause , the Cont ractor
shal l be notifi ed promptly by (or on b ehalf of) the Em ployer, and Su b -Cl ause 1 3 .3
[Variation Procedure] shall apply.

Exten si o n of D efects
N otification Pe rio d

The Employer shall be entitled subject to Sub- Clause 2 . 5 [Employer's Claims] to an

extension of the Defects Notifi cation Period for th e Works or a Sectio n if and to the

ex
t ent that the Works , Section or a major item of Plant (as the case may be, and after
taking over) can not be used for the purposes for which they are intended by reason
of a d efect or damag e. However, a Defects Notifi cation Period shall not be ex
t ended
by more than two years .

(3

If delivery and/o r erection of Plant an d/or Materials was suspended under Su b- Clause
8. 8 [Suspension of Work] or S ub -Clause 1 6 . 1 [Contractor's Entitlement to Suspend
Work] , th e Contractor' s obligations under this Clause shall not ap ply to any defects or
damage occurring more than t
wo years af
t er th e Defects Notifi cation Period for the
Pla
n t and
/ or Materials would otherwise have expired .
1 1 .4

Fail u re to Reme dy
D efects

If the Contractor fails to remedy a

n y defect or dam age within a reasonab le time, a date

may be fi xed by (or on behalf of) the Em ployer, on or by which th e d efect or damage
is to be remed ied . The Contractor shall be g iven reasonable notice of this date.

If the Contractor fai ls to remedy the defect or damage by th is notifi ed date and th is
remedial work was to be executed at the cost of the Contracto r under Sub- Clause

1 1 . 2 [Cost of Remedying Defects] , the Employer may (at his option) :

(a)

carr
y out the work himself or by oth ers, in a reasonable manner n
a d at th e
Contractor' s cost, but the Contractor shall have no responsibi lity for this work;
and the Contractor shall su bject to S ub-Clause 2 . 5 [Employer 's Claims] pay to

the Employer the costs reasonably incurred by the Employer in remedying th e

(b)

(c)

defect or damage;

require the Engineer to agree or determ ine a reasonabl e reduction in the

Contract Price in accordance with S ub - Clause 3. 5 [Determinations] ; or

if the defect or damage deprives the Employer of substantially the whole benefi t

of the Works or any major part of the Works, term i nate the Contract as a whole,
or in respect of such major part wh ich cannot be pu
t to the intended use.
With out prejudice to n
a y other rights, under the Contract or otherwise , the
Employer shal l then be entit led to recover all sums paid for the Works or for
such par
t (as the case may be) , plu s fi nancing costs an d the cost of dismantling
the same, clearing the Site and returning Plant and Materia
l s to the Contractor.

1 1 ,5
Re mo ,al of Defective
Work

. If the defect or damage can not be remedied expeditiously on the Site and the
Employer gives consent, the Contractor may remove from the Sit e for the purposes
of repair such items of Plant as are defective or damaged . This consent may require
the Contractor to increase the am ount of the Performance Securit
y by the full

replacement cost of these it ems, or to provide oth er appropriate securit

y.

1 1 .6

Fu rth er Tests

G enera] Conditions

If the wor
k of remedying of any defect or damage may affect the performance of the
Works, the Eng ineer may require the repetition of any of the tests descri bed in the
nDrC e

35

Contract, incl Jding Tests on Completion and/or Tests after Completion . The

requirement shall be made by notice within 28 days after the defect or damage is
remedied ,

These tests shall be carried out in accordance with the terms app licable to the

previous tests, except that they shall be carried out at the risk and cost of the Party
liable, under Sub-Clause 1 1 .2 [Cost of Remedying Defects], for the cost of the
remed ial work.

1 1 .7

Rig ht of Access

C9

Until the Per

formance Certifi cate has been issued, the Contractor shall have the right

of access to all parts of the Works and to records of the operation and perfor
m ance
of the Works, except as may be inconsistent with the Employer's reasonable security .
restrictions.

co
cc

1 1 .8

Co ntractor to Search

The Contractor shall, if required by the Engineer, search for the cause of any defect,
under the direction of the Engineer. Unless the defect is to be remedied at the cost of
the Contractor under Sub-Clause 1 1 .2 [Cost of Remedying Defects], the Cost of the

search plus reasonable profit shall be agreed or determined by the Engineer in

accordance with Sub-Clause 3 .5 [Determinations] and shall be included in the

Contract Price .
1 1 .9

Perform anc e Certifi cate

Per
forman ce of the Contractor's obligations shall not be considered to have been

completed until the Engineer has issued the Perfor

m ance Certificate to the Contractor,
stating the date on which the Contractor completed his obligations under the Contract.

The Engineer shall i ssue the Performance Cert i ficate wit hin 28 days after the l atest of
the expiry dates of the Defects Notification Periods, or as soon thereafter as the

Contractor has supplied a

l l the Contractor's Documents and completed and tested all
the Works, including remedying any defects. A copy of the Performance Certifi cate
shall be iss ued to the Em ployer.

Only the Performance Certificate shall be deemed to constitute acceptance of the

Works.
1 1 .1 0

U nfu lfi l led O b li g atio ns

After th e Per
fo rmance Cert ifi cate has been issued, each Party shall remai n liab le for

the fulfilment of any obligation which remains unperformed at that time. For the

purposes Of deter
m ining the nature and extent of unperformed obIigations, the
Contract shal l be deem ed to remain in force.

1 1 .1 1
Clearance of Site

Upon receiving the Performance Certifi cate, the Contractor shall remove any
remaining Contractor' s Equipment, surplus material, wreckage, rubbish and

Temporary Works from the Site.

If a
l l these items have not been removed within 28 days after the Em ployer receives a

copy of the Performance Cert ificate, the Employer may sell or otherwise dispose of
any remaining items. The Employer shall be entitled to be paid the costs incurred in
connection with, or attribu
t able to, such sale or disposal and restoring the Site.

Any balance of the moneys from the sale shall be paid to the Contractor. If these
moneys are less than the Employer's costs, the Contractor shall pay the outstanding
bala
n ce to the Employer.

36

@ R D IC 1 999

Conditions of Contract for Plant and Desig n Build

Tes 2Compl eti o n

1 2.1

Procedu re for Tests

after Com pl etio n

If Tests after Completion are specifi ed in th e Contract, this Clause shal l apply. U nless
otherwise stated in the Particular Conditions, the Em ployer shall :
(a)

(b)

provide all electricity, equipment, fuel, instruments, labour, materials , and

suit ably q ual ified and experienced staf
f , as are necessary to carry out the Tests
after Completion ef
i ciently, and
f
carry out the Tests after Com pletion in accordance with the man uals su pplied
by th e Contractor under S ub -Clause 5 . 7 [Operation and Maintenance Manuals]
and such g uidance as the Contractor may be required to g ive during the course
of these Tests ; and in th e presence of such Contractor' s Personnel as either
Party may reasonab ly request .

The Tests after Completion shal l be carried out as soo n as is reason ably practicable
aft er the Works o r Section have been taken over by the Employer. T
h e Emp loyer shall

g ive to the Contractor 2 1 days ' notice of the date after wh ich the Tests after
Co mpletion will be carried ou
t . U n less other
w ise agreed , these Tests shal l be carried
ou
t within 1 4 days after th is date, on the day or days determined by the Emp loyer.

If the Contractor does not attend at the time and place agreed , the Employer may
proceed with the Tests after Completion , which shal l b e deemed to have been made

in the Contractor's presence, and the C

o ntractor shall accept the readings as

ac curate .

T e results of the Tests after Com pletio n shall be com pi led and evaluated by both
h
Parties . Appropriate acco unt shall be taken of the ef
fect of the Employer's prior use
of the Works .

Delayed Tests

If the Contractor incurs Cost as a result of any unreasonable delay by the Em ployer to
the Tests after Completio n , th e Contractor shall (i) give notice to the Eng i neer and (ii)
be entitled su bject to S ub-Clause 2 0 . 1 [Contractor's Claims] to payment of any such
Cost plus reaso nab le profit, wh ich shall be inclu ded in the C
o ntract Price .

After receiving th is notice, the Eng ineer shall proceed in accordance with Su b-Clause
3 .5 [Determinations] to ag ree or determine th is Cost and profi t.
If, for reasons not attributable to the Contractor, a Test after Completion on the Works

or any Section cannot be completed during the Defects N otifi catio n Period (or any
other period agreed upon by both Par
t ies) , then the Works or Section shall be deemed

to have passed this Test after Com pletion.

1 2.3

Retesting

If the Wor
k s, or a Section , fail to pass the Tests af
t er Completion :

(a)
(b)

su b-parag raph (b) of Su b- Clause 1 1 . 1 [Completion of Outstanding Work and

Remedying Defects] shall apply, an d
eit her Party may then req uire th e failed Tests , and the Tests after Completion on
any related wor
k , to be repeated under the sam e terms an d con ditions.

If an d to the extent that th is failure and retesting are attributable to n

a y of the mat
t ers

listed in sub-paiagraphs (a) to (d) of Sub-Clause 1 1 .2 [Cost of Remedying Defects]

GeneraJ Condit ions

@ F]DIC l ggg

37

and cause the .Em ployer to incur additional costs, the Contractor shall subject to Sub
Clause 2 . 5 [Employer 's Claims] pay these costs to the Employer.
1 2.4

If the followi ng conditions ap ply, namely:

Fai l ure to P ass Tests

after Co m p leti on
uJ

(a)
- (b)

o
Z

(c)

<

C)

(5

the Works, or a Section, fail to pass any or all of the Tests after Completion,
the relevant sum payable as non-performance damages for this failure is stated
(or its method of calculation is defi ned) in the Contract, and
the Contractor pays this relevant sum to the Employer during the Defects
Notifi cation Period ,

th en the Works or Section shall be deemed to have passed these Tests after
Com pletion .
co

If the Works, or a Section , fai l to pass a Test after Completion an d the Contractor

[3c

proposes to make adjustments or modifi cations to the Works or such Section , the
Contractor may be instructed by (or on behalf of) the Employer that right of access to

LL

the Works or Section cannot be given u nti l a tim e th at is convenient to th e Emp loyer.

The Contractor shall then remain l iable to carry out the adjustments or modifi c
ations

an d to satisfy this Test, within a reasonable period of receiving notice by (or on behalf

of) the Employer of the time that is convenient to the Employer. However, if the

Contractor does not receive this notice du ri ng the rel evant Defects Notifi cation Period ,
th e Contractor shall be relieved of th is obl igation and th e Works or Section (as the

case may be) shall be deemed to have passed this Test after Completion.

If the Contractor incurs additional Cost as a res ult of any u n reasonable delay by th e

Employer in permitting access to the Works or Plant by the Contractor, either to

investigate the causes of a failure to pass a Test after Completion or to carry out any
adjustments or modifications, the Contractor shall (i) give notice to the Engineer and
(ii) be entitled subject to Sub-Clause 20. 1 [Contractor's Claims] to payment of any
such Cost plus reasonable profi t, which shall be included in the Contract Price.

After receiv ing this notice, the Engineer shall proceed in accorda
n ce with Sub-Clause
3.5 [Determinations] to agree or determine this Cost and profi t.

varlt 3
1 3. 1

Rig ht to Vary

an d Adj ustments
Variations may be initiated by the Engineer at any time prior to issuing the Taking-Over
Certifi cate for the Works , either by an instruction or by a request for the Contractor to

submit a proposal . A Variation shall not compri se the omission of any work which is

to be carri ed out by others,

The Contractor shall execute and be bound by each Variation, u nless the Contractor

promptly gives notice to the Engineer stating (with supporting particulars) that (i) the

Contractor cannot readily obtai n the Goods required for the Variation, (ii) it will reduce
the safety or suitability of the Works, or (iiD it will have an adverse impact on the

achievement of the Schedule of Guarantees . Upon receiving this notice, the Engineer
sh all c
a ncel , confi r
m or var
y the instr
u ction .

1 3. 2

Val ue Eng i n e eri ng

h e Contractor may, at any time, submit to the Engineer a wri tten proposal which (in
T

38

@ RDIC 1 999

the Contractor' s opi nion) w

i ll, if adopted , (i) accelerate completion , (i i) reduce the cost
Cono"rlIons of Contract for Plant and Desig n-Build

to the Empl oyer of executing , maintaining or operating th e Works , (i i i) imp rove the
effi ciency or value to the Emp loyer of the completed Works , or (iv) oth erwise be of
benefi t to the Employer.

The proposal shall be prepared at th e cost of the Contractor and shall include th e
items l isted in Sub- Clause 1 3 . 3 [Variation Procedure] .
1 3 .3

Variation P rocedu re

If the En gineer requests a p roposal , prio r to instructing a Variation, the Contractor shal l
respond in writing as soon as practicable , either by giving reasons why he cannot
comply (if this is the case] or by submitting :
(a)
(b)
(c)

a description of the proposed design, and/or work to be per

formed and a
programme for its execution ,
the Contractor ' s p roposal for any necessary mod ifi cations to the programme
according to Su b - C lause 8 .3 [Programme] and to the Time for Completio n , and
the Contracto r' s proposal for adjustm ent to the Contract Price .

T e Engineer shal l , as soon as practicab le after receiving su ch proposal (under Su b

h
Clause 1 3 . 2 [Value Engineering] or other
w ise) , respon d with approval , disapproval or
comments. T
h e Contractor shall not delay any work whilst awaiting a response.

Each instruction to execu

te a Variation, with any requirements for the record ing of Costs,
shall be issued by the Engineer to th e Contractor, who shall acknowledge receipt.
Upon instructing or approving a Variation , the Engineer shall proceed i n accordance
with S ub-Clause 3 . 5 [Determinations] to ag ree or determine adjustme nts to the
Contract Price and the Sch edule of Payments . T
h ese adjustm ents shall include
reasonable profi t, and shall take accou nt of the Contractor's submissions under Sub
Clause 1 3 . 2 [Value Engineering] if applicab le .
1 3.4

Payme nt i n Appl icabl e

C u rren ci es

If the Contract provides for payment of the C

o ntract Price i n more than one currency,

then whenever a
n adjustment is agreed , approved or determined as stated above, the
amount payable in each of the applicable currencies shal l be specifi ed . For this

purpose, reference shall be mad e to the actual or expected cu rrency proportions of

the Cost of the varied work, and to the proportions of various currencies specifi ed for
payment of the Contract Price .
1 3.5
P rovisional Su m s

Each Provisional Sum shall on ly be used, in whole or in part, in accordance with the

Eng ineer' s instr

u ctions , and the Contract Price shall be adjusted accordingly. T
h e total
sum paid to the Contractor shall include only such amounts , for the wor
k , su p plies or
services to which th e Provisional Sum relates, as t he Eng in eer shall have instructed.
For each Provisional Sum , th e Engineer may instr
u ct:

(a)

"(b)

work to be execu ted (including Pla

n t, MateriaJs or service
s to be suppl ied) by the
Contractor n
a d valued under Su b -Clause 1 3 .3 [Var
ia tion Procedure] ; n
ad
/or

Plant, Materi als or sewices to be purchased by the Contractor, for which there

shal l be included in the Co ntract Price:

(0

the actual amounts paid (or due to be paid) by the Contractor, and
a sum for overhead cha 'ges and profi t , calculated as a percentage of

these actual amounts by ap plying the relevant percentage rate (i f any)

. stated in the appropriate Schedule. If there is no such rate , the

percentage rate stated in the Appendix to Ten der shal l be app lied .
G eneral CondftJons

F] DIC 1 999

39

Th e Contractor shall , wh en required by the Eng ineer, produce quotations, invoices ,

vouchers and accounts or receipts in substantiation.

1 3.6

.. .. . .

Daywork

For work of a minor or incidental nature, the Engi neer may instruct that a Variation shal l
be executed on a daywork bas is. The work shall then be valued in accordance with the

daywork sched ule included in the Contract , and the following proced u re shall apply. If
a daywork schedu le is not included in the Co ntract , this Sub- Clause shall not apply.

uJ

c)
z

Before o rdering G ood s for th e work , the Contractor shall submit quotations to the
Eng ineer. When applying for payment, the Contractor shal l su bmit invoices, vouchers
an d accounts or receipts for any Goods .

<
(9

Except for any items fo r which the daywork schedule specif ies that payment is not
due, the Contractor shal l deliver each day to the Eng ineer accurate statements in

co

duplicate which shal l include the following detai ls of the resou rces used in executing
the previous day ' s work:

cc

oj

(a)
(b)

the names , occupatio ns and time of Contractor' s Personnel ,

the id entifi cation , type and time of Co ntractor' s Equipment and Temporary

(c)

the quantities and t

y pes of Plant and Materials used.

Works , and

One copy of each statem ent wil l , if correct, or when ag reed, be signed by the Engineer

and returned to the Contractor. The Contractor shall then subm it priced statements of
th ese resou rces to the Eng in eer, prior to their incl usio n in th e next Statem ent under
Su b- Clause 1 4 . 3 [Application for Interim Payment Certifica tes] .
1 3,7

Adj u stme nts for

C h ang es i n Leg is l ation

The Contract Price shall be adjusted to take account of any increase or decrease in

Cost resulting from a chan ge in the Laws of the Country (including the introd uction of
new Laws and the repeal or mod ifi cation of existi ng Laws) or in the judicial or official
governmental interpretation of such Laws, made after the Base Date, wh ich affect the
Cont,'actor i n the performance of obligations un der the Contract.

If the Contractor suf

fers (or will su
fer) d eIay and/or incurs (or wi ll incur) additional Cost
as a result of these chan ges in the Laws or in such interpretations, made after the
Base Date, the Contractor shall give notice to the Engineer and shal l be entitled
su bject to Sub-Clause 20 . 1 [Con tractor's Claims] to :

(a)

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

(b)

payment of any such Cost, which shall be included in the Contract Price.

under Sub -Clause 8 . 4 [Extension of 77me for Completion] , and

After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3 . 5 [Determinations] to ag ree o r determine these matters .

1 3. 8

Adjustm ents for

Ch ang es i n Cost

I n this Sub-Clause, "tab le of adjustm ent data

m eans the completed tab l e of

adjustment data i ncluded in the Appendix to Tender. If there is no such table of

adjustment data , this Sub-Clause s hall not apply.
If this S ub -Clause appl ies , t he ainounts payable to the Co ntractor shall be adjusted
for rises or falls i n the cost of labou r, Goods and other inputs to the Works, by the
addition or deduction of the amounts determ ined by the formu lae prescribed i n this

Sub -Clause. To the extent that full compensation for any rise or fall in Costs is not
4O

R D I C 1 999

Conditions of Contract for Plant and Design- Bu ild

covered by th e provisions of this or oth er Clauses, the Accepted Contract Amount

shall be deemed to have included amounts to cover the contingency of other rises and
fa
l ts in costs .

The adjustment to be applied to the amount otherwise payable to the Contractor, as

valued in accordance with the app ropriate Schedu le and certifi ed in Payment

Cer
t ifi cates, shal l be determined from formu lae for each of th e cu rrencies in which the

Contract Price is payab l e . N o adjustm ent is to be app lied to work valued on the basis
of Cost or cu rent pri ces . The form u lae shall be of the fol lowing general type:

Pn = a + b Ln + c En + d M n + . . . . . .
Lo

Eo

Mo

where :

" Pn " is the adjustment multiplier to be applied to the estimated contract value

in the relevant curren cy of the work carried out in peri od " n " , this period being
a month unle
s s otherwise stated in the Appen d ix to Tender;

" a" is a fi xed coef

ficient , stated in the relevant tab le of adjustment data,
representing the n on -adjustable po rtion in co ntractual payments;
b " , "c" , "d " , . . . are coef
i cients representing the estimated proportion of each
f
cost element related to the execution of the Works , as stated in the relevant

table of adjustm ent data; s uch tabulated cost elements may be indicative of
resources such as labou r, equipm ent and materials ;

" Ln" , " En " , " M n , . . . are the current cost indices or reference prices for period

"n", expressed in the relevant currency of payment, each of which is applicable

to the relevant tabulated cost element on th e date 49 days p ri or to the last day
of th e peri od (to which th e par
t icular Payment Certifi cate relates) ; and
" Lo " , " Eo" , " Mo" , . . . are the base cost indices or reference prices , expressed
in the rel evant cur
rency of payment , each of which is applicable to the relevant

tabu lated cost element on the Base Date.

T e cost indices or reference p rices stated in the table of adjustment d ata shal l be
h
used . If their source is in dou bt, it shal l be determ ined by the En g ineer. For th is
purpose, reference shal l be made to the values of the indices at stated dates (quoted
in the four
t h and fi fth colu mns respectively of the table) for the purposes of clarifi cation
of the so urce; although these dates (and thus these values) may not cor
re
s pond to
the base cost indices .

In cases where the " currency of index" (stated in the table) is not th e relevant cur
rency
of pay
m ent, each index shal l be converted into the relevant currency of payment at
th e selling rate, established by the central bank of the Countr
y, of this relevant
currency on the above date for which the index is req uired to be appl icab le.
U ntil such time as each current cost index is available , the Engineer shall determine a

provisiona
l index for the issue of Interim Payment Cer
t ifi cate
s . When a cur
rent cost
index is available, the adjustment shEil l be recalculated accordingly.

If the Contractor fails to complete th e Works with in the Time for Completion ,
adjustment of prices thereafter shall be made using eit her (i) each index or price
applicable on the date 49 days prior to the expiry of the Time for Completion of the
Wor
ks, or (ii) the Cur
rent index or price: whichever is more favourable to the Employer.

The weightings (coeffi cients) for each of the factors of cost stated in th e table(s) of
adjustment data shal l only be adjusted if they have been rendered un reasonable,
unbalanced or inapplicabl e , as a result of Variations.

General Conditions

@ FiDEC 1 999

41

Co n
1 4. 1

The Contract P ri ce

LU

rice and Payment

Unless otherwise stated in the Particular Conditions :

(a)

the Contract Price shall be the lump sum Accepted Contract Amount and be

(b)

the Contractor shall pay all taxes, duties and fees required to be paid by him

subject to adjustments in accordance with the Contract;

un der the Contract , and the Contract Price shall not be adjusted fo r any of

these costs, except as stated in Sub-Clause 1 3 .7 [Adjustments for Changes in

(c)
O3

(d)

Legislation] ;

any quantities which may be set out in a Schedule are estimated quantities and

are not to be taken as th e actual and correct q uantities of the Works which the
Contractor is required to execute; an d

any quantities or price data which may be set ou

t in a Schedule shall be used

for the purposes stated in the Schedule and may be inapplicable for other
pu r
p oses .

However, if any part of the Works is to be paid according to quantity supplied or work
done, the provisions for measurement and evaluation shall be as stated in the
Par
t icular Condit ions. The Contract Price shall be determined accordingly, subject to

adjustments in accordance with the Contract.

1 4. 2

Advanced Payment

The Employer shall make an advance payment, as an interest-free loan for

mobilisation and design, when the Contractor submits a guarantee in accordance with
this Sub-Clause. T
h e total advance payment, the number and timing of insta
l ments (if
more than one), and the applicable currencies and proport ions, shall be as stated in
the Ap pendix to Tender.

Unless and until the Employer receives this guara

n tee, or if the total advance payment
is not stated in the Appendix to Tender, this Sub-Clause shall not apply.

h e Engineer shall issue an interim Payment Cert ificate for the first instalment after
T
receMng a Statement (under Sub-Clause 1 4.3 [Application for Interim Payment
Certificates]) and after the Employer receive
s (i) the Perfor
mance Security in accordance
with Sub-Clause 4.2 [Per
formance Security] and (ii) a guarantee in amounts and
currencies equal to the advance payment. This guarantee shall be issued by an entit
y

and from within a country (or other jurisdiction) approved by the Employer, and shall
be in the form annexed to the Particular Conditions or in another for
m approved by

the Employer.

h e Contractor shall ensure that the guarantee is valid and enforceable until the
T

advance payment has been repaid, bu

t its amount may be progressively reduced by
the a
mount repaid by the Contractor as indicated in the Pay
m ent Certificates. If the
terms of the guarantee specify its expir
y date, and the advance payment has not been
repaid by the date 28 days prior to the expir
y date, the Contractor shall extend the
validit
y of the guarantee until the advance payment has been repaid .
h e advance payment shall be repaid through percentage deductions in Payment
T
Certifi c
ates. Unless other percentages are stated in the Appendix to Tender:

(a)
42

deductions shall commence in the Pay

ment Cert ificate . in which the total of all
cert ifi ed interim payments (excluding the advance payment and deductions and

FIDIC 1 999

Conditions of Contract for P azlt and Design-Build

repayments.of retention) exceeds ten per cent (1 0%) of -the Accepted Contract

Amount less Provisional Sums ; and

(b)

deductions shall be made at the amortisation rate of on e q uarter (2 5%) of the

amount of each Payment Certifi cate (exclud ing the advance payment and
deductions and repay
m ents of retention) in the currencie
s and proportions of the
advance payment, until such time as the advance payment has been repaid .

If th e advance payment has n ot been re paid prior to the issue of the Taking -Over
Cer
t ifi cate for the Works or prior to termination under Clause 1 5 [Termination by
Employer] , Clause 1 6 [Suspension and Termination by Contractor] or Clause 1 9 [Force
Majeure] (as the case may b e) , th e whole of th e bal ance then
outstanding shall immediately become due and payable by the Contractor to the
Employer.
1 4 .3

Appl icati on for Interi m

Paym ent C ert i ficates

The Contractor shal l submit a Statem ent in six copies to the Eng ineer after the end of

th e period of paym ent stated in the Contract (if n ot stated , af

t er the end of each
month} , in a form approved by the Eng ineer, showing in detail th e amounts to which
the Contractor consid ers himself to be entitled , together with suppor
t ing docu ments
which shal l include the rel evant report on prog ress in accordance with Sub-Clause
4. 2 1 [Progress Reports] .

Th e Statement shall include the following items, as applicable, which shall be

expressed in th e various cu rrencies in which the Contract Price is payab le, in the
sequence listed :

(a)
(b)
(c)

the estimated contract val ue of the Wo rks executed an d the Contractor' s

Documents produced up to the end of th e month (inclu ding Variations bu
t
exclud ing it ems described in su b-paragraphs (b) to (g) below} ;
any amo unts to be added and deducted for changes in l egislatio n and chan ges
in cost , in accordance with Sub- Clause 1 3 . 7 [
A djustments for Changes in
Legislation] and Sub- Clause 1 3 . 8 [Adjustments for Changes in Cost] ;
any am ou nt to be deducted for retention , calculated by applying th e
percentage of retention stated in the Append ix to Tender to the total of the
above amounts, until the amou nt so retained by the Em ployer reaches the lim it

(d)

(e)
(t)

(g)

of Retention Mon ey (if any) stated in the Appen d ix to Tender;

any amounts to be added and deducted for th e advance payment and
repay
m ents in accordance with Sub-Clause 1 4 . 2 [Advance Payment] ;
any a
m ounts to be added and ded ucted for Plant and Materials in accorda
n ce
with Sub-Clause 1 4 . 5 [Plant and Ma terials intended for the Works] ;
any other add itions or deductions which may have become d ue under the
Contract or otherwise, includ ing those u nder Clause 20 [Claims, Disputes and

Arbitration] ; and

the deduction of amounts cert ifi ed in all previous Payment Cert ifi cate
s.

1 4.4

Sched u l e of Payments

If the Contract i ncludes a Schedule of Payments specifying the i nsta

l ments in which
.the Contract Price wi l l be paid , then , un less otherwise stated in this Sched u le:

(a)
(b)
(c)
Genera Conditions

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

contract values for the pu rpose
s of sub - paragrap h (a) of Sub :Clause 1 4 . 3
[Application for Interim Paymet]t Certi
ficates] ;
Su b-Clause 1 4 . 5 [Plant and Materials intended for the Works] shal l not apply;
and

if these i nstalments are not defi n ed by reference to the actual prog ress
achieved in executing th e Works, and if actual prog ress is found to be l e
s s tha
n

RDIC 9

43

that on which the Schedu le of Paym ents was based tha

n . the Engineer may

proceed in accordance with Sub-Clause 3 .5 [Determinations] to agree or

determine revised instal ments , which shall take accou nt of the extent to wh ich

progress is Iess than that on which the instalments were previously based.

If the Contract does not include a Schedule of Payments, the Contractor shall submit

non-binding estimates of the payments which he expects to become due during each
quarterly period . The fi rst estimate shall be submitted within 42 days after the
Commencement Date. Revised estimates shall be submit
t ed at quart erly intervals,
until the Taking-Over Certifi cate has been issued for the Works.

LU

O
z

C5

(3

o
u_

1 4.5

P lant and Materia

ls

inte nded for th e Wo rks

I
i

If this Sub-Clause applies, Interi m Payment Certifi cates shall include, under sub

paragraph (e) of Sub-Clause 1 4.3, (i) an amount for Plant and Materials which have

been sent to the Site for incorporation in the Permanent Works, and (ii) a reduction
when the contract value of such Plant and Materials is included as part of the
Permanent Works under sub- paragraph (a) of Sub-Clause 1 4.3 EApplie
a tion for Interim
Payment Certi
ficates] .

If the lists referred to in sub-paragraphs (b)(i) or (c)(i) beiow are not included in the

Appendix to Tender, this Sub-Clause sha

l l not apply.

The Engineer shall determine and certify each addition if the following conditions are
satisf
i ed :

(a)

the Contractor has:

(i)

(ii)

kept satisfactory records (including the orders, receipts, Costs and use

of Pla
n t and Materials) which are available for inspection , and

submitted a statement of the Cost of acquiring and delivering the Plant

and Materia
l s to th e Sit e, suppor
t ed by satisfactor
y evidence;

a
n d either:

(b)

the relevant Plant and Materials:

(0

are those listed in the Appendix to Tender for payment when shipped ,
have been shipped to the Countr
y, en route to the Site, in accorda
n ce
with the Contract ; and

(iii)

a
re descri bed in a clean shipped bill of lading or other evidence of

shipment, which has been submitt ed to the Engineer together with

evidence of payment of freight and insura
n ce, 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

amou nt due und er this Sub- Clause: this g uarantee may be in a similar
for
m to the form refer
red to in Sub -Clause 1 4. 2 IAdva
n ce Payment] and
shall be valid until th e Plant and Materials are properly stored o n Site and

protected against loss, damage or deterioration;

or

(c)

the relevant Plant. and Materi als:

(i)

(ii)

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 .

44

F]DIC 1 999

Cond'flions of Contract for Plant and Design-Build

The additional amo unt to be certifi ed shall be the eq u iv alent of eig hty percent of the
Engineer' s determination of the cost of the Plant and Materials (including delivery to
Site), taking account of the documents mentioned in this Sub-Clause an d of the
contract value of the Plant and Materials .

The currencies for this ad ditional amount shall be the sam e as those in wh ich payment
will become due when th e contract val ue is included under su b- paragraph (a) of Su b
Clause 1 4. 3 [Application for Interim Payment Certifica tes] . At that time, th e Payment
Cer
t ifi cate shall i ncl ude the appl icable reductio n which sh all b e eq uivalent to , and in
the same currencies and propor
t io ns as, th is additional amount for the relevant Plant
and Materials .
1 4.6

Issue of I nteri m Paym ent

N o amount will be cer

t ifi ed or paid until the Emp loyer has received and approved the
Performance Secu rit
y. Thereafter, the Eng ineer shall , within 28 days after receiving a
Stateme nt and su pporting documents , issue to the Employer an I nteri m Payment
Cer
t ifi cate which shall state the a
m ount which the Eng in eer fairly deter
m ines to be

Certificates

due, with suppor

t ing particulars .

However, prior to issuing th e Taking-Over Certifi cate for the Works, the Eng i neer shall

n ot be bound to issue an I nterim Payment Cer

t ifi cate in an amou nt which would (after
retention and other deductions) be less than the minimum amount of Interim Payment

Certifi cates (if any) stated in the Appendix to Tender. I n this event , the Engineer s hall
give notice to the Contractor accordingly.
An I nteri m P ayme nt Ce rtificate sh all n ot be with held for any oth e r reason ,
alth o ug h :

(a)
(b)

if any thing suppli ed or work done by the Contractor is not in accordance with
th e Contract , th e cost of rectifi cat ion or replacement may be withheld until
rectifi catio n or replacement has been completed ; and/or
if the Contractor was or is failing to per
form any work or obligation in
accordance with the Contract , and had been so notifi ed by the Eng ineer, the
val ue of this work or oblig ation may be withheld unti l t he work or obligation has
been per
formed .

h e Engineer may in any Payment Cert ifi cate make any correction or modifi cation that
T
should properly be made to any previous Payment Cer
t ificate. A Paym ent Cer
t ificate

shall not be deemed to indicate the Engineer ' s acceptan ce, approval , co nsent or
satisfaction .
1 417

..

Paym e nt

.. . . . ..

..

. .. . . . . .

. ..

.. .

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

h e Employer shall pay to the Contractor:

T
(a)

(b)
(c)

the fi rst instal ment of the advance paym ent within 42 days after issuin g the
Letter of Acceptance or with in 2 1 days after receivi ng the d ocuments in
accordance with Sub -Clause 4 . 2 [Per
formance Securit
y] and Sub- Clause 1 4 . 2
[Advance Payment] , whichever is later;
the amou nt cer
t ifi ed in each Interim Payment Cer
t ifi cate within 5 6 days after the
Engineer receives th e Statement and suppor
t ing documents; and
the amou nt certifi ed in the Fin al Payment Certifi cate within 56 days after the
Employer receives this Payment Certi
i cate.
f

Payment of the amount due in each currency shall be made into th e bank account,
nominated by the Contractor, in the payment cou ntry (for this currency) specifi ed in

the Contract .

GeneraJ Condit ions

@ hq DIO 1 999

45

1 4. 8

Delayed Paym ent

If the Contractor does not receive payment in accordance with S u b-Clause 1 4. 7

[Payment] , the Contractor shall be entitled to receive financirlg charges compounded

monthly on the amount unpaid during the period of delay. This period shall be deemed

to commence on the date for payment specifi ed in Sub-Clause 1 4 .7 [Payment] ,

irrespective (in the case of it s sub-paragraph (b)) of the date on which any Interim
Payment Certifi cate is issued .

Unless otherwise stated in the Par

t icular Conditions, these fi nancing charges sha
l l be
ca
l cu late
d at the annual rate of three percentage points above the discount rate of the

LLI

o
Z

central bank in the country of the currency of pay

m ent, a
n d shall be paid in such currency.

The Contractor shall be entitled to this pay

m ent witho ut formal notice or certi
i cation ,
f
and without prejudice to any other right or rem edy.
co
c

o
u_

1 4 .9

Payment of Rete ntion

M on ey

When the Taking-Over Certifi cate has been issued for the Works, and the Wor
ks have

passed a
l l specified te
sts (including the Te
sts after Completion, if a
ny), the fi rst ha
lf of the

Retention Money shall be certifi ed by the Engineer for payment to the Contractor. If a
Taking-Over Cert if c
ate is issue
d for a Section, the relevant percentage of the fi rst half of
the Retention Money shall be .certifi ed and paid when the Section passes a!l tests.
Promptly aft er the latest of the expiry dates of the Defects Notifi cation Periods, the
outstanding balance of the Retention Money shall be certifi ed by the Engineer for
payment to the Contractor. tf a Taking-Over Certifi cate was issued for a Section, the
relevant percentage of the second half of the Retention Money shall be cert ified and
paid promptly after the expiry date of the Defects Notifi cation Period for the Section.
However, if any work remains to be executed under Clause 1 1 [Defects Liability] or
Clause 1 2 [Tests after Completion] , the Engineer shall be entit led to withhold
certifi cation of th e estimated cost of th is work u ntil it has been executed .

h e relevant percentage for each Section shall be the percentage value of the Section
T

as stated in the Appendix to Tender. If the percentage value of a Section is not stated

in the Appendix to Tender, no percentage of eit her half of the Retention Money shall
be rel eased under this Sub- Clause in respect of such Se
c tion .
1 4. 1 0

Statement at Co m p l eti o n

Wit hin 84 days aft er receiv ing the Taking-Over Certifi cate for the Works, the
Contractor shall subm it to the Engineer six copies of a Statement at completion with

support ing documents, in accordance with Sub-Clause 1 4.3 [Application for Interim
Payment Certificates] , showing :

(a)

the value of all work done in accordance wit h the Contract up to the date stated

(b)
(c)

any furt her sums which the Contractor considers to be due, and
an e
s timate of any other amounts which the Contractor considers witl become

in th e Taking -Over Cer

t ifi cate for the Works ,

due to hi m under the Contract. Estimated amounts shal l be shown separately

in this Statement at completion .

The Engineer shall then certify in accordance with Sub-Clause 1 4.6 [Issue of Interim
Payment Cer
tifica tes] .

1 4,1 1

Ap p l i catio n for Final

Paym ent Certifi cate

Within 56 days aft er receiving the Performance Cert ifi cate, the Contractor shall
submit, to the Engineer, six copies of a draft fi nal statement with suppor
t ing
documents showi ng in detail in a form ap proved by the Engifi eer:

46

FI D IC 1 99g

Cond ons of Contract for Flant and Design - Build

(a)
(b)

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

If the Eng ineer disagrees with or cannot verify any part of the draf
t fi nal statement, the
Contractor shal l su bmit such fur
t her information as the Engineer may reasonably
require and shal l make such changes in the draft as may be agreed between them .
The Contractor shall then prepare and subm it to the Eng ineer the fi nal statement as
agreed . T
h is agreed statement is referred to in these Conditions as the " Final

Statem ent " .

However if, fo!lowing discussions between the Engineer and the Contractor and any

changes to the draf

t fi nal statement which are agreed, it becomes evident that a

disp ute exists, the Eng ineer shall deliver to the Em ployer (with a copy to the
Contractor) an Interim Payment Cer
t ifi cate for the agreed part s of the draft fi nal
statement. T
h ereaf
t er, if the d ispute is fi nally resolved under Sub-Clause 20 . 4
[Obtaining Dispute Adjudication Board 's Decision[ or Sub- Clause 20 . 5 Vnicable

Settlement] , the Contractor shal l then prepare and su bmit to th e Em ployer (with a
copy to the En ginee r) a Final Statem ent .

1 4. 1 2

Di sc h arge

When submitting the Final Statement , the Contractor shall submit a written discharge
which confirms that the total of the Final Statem ent represents full and fi nal settlement
of al l mo neys due to the Contractor under or in connection with the Contract. T
h is
discharge m ay state that it becomes ef
fective when th e Contractor has received the
Performance Security and the o ut-standin g balance of th is total in which event the
discharge will b e ef
fective on such date .

1 4. 1 3

I ssue of Fi nal Payment

Certifi cate

Within 2 8 days after receiving the Final Statement and written discharge in
accordance with Sub-Clause 1 4 . 1 1 [Application for Final Payment Certificate] and
Su b -Clause 1 4 . 1 2 [Discharge] , the Eng ineer shall issue, to the Employer, the Final
Paym ent Cer
t ifi cate wh ich shall state:

(a)
(b)

the amount which is fi nal ly due, an d

af
t er giving cred it to the Employer for al l amounts previously paid by the
Em ployer and fo r all su ms to which the Employer is entitled , the bala
n ce (if any)

du e from the Employer to the Contractor or from the Contractor to the

Employer, as the case may be.

If the Contractor has not applied for a Final Payment Certificate in accordance with

S ub -Clause 1 4. 1 1 [Application for Final Payment Certificate] and Sub-Clause

1 4 . 1 2 [Discharge] , the En g i neer shall request the Co ntractor to d o so . If th e

Co ntractor fails to s ubmit an app l ication withi n a p e rio d of 28 days , the Eng ineer
s hal l issue th e Final Paym ent Certificate for such amount as he fai rly determin es to
be du e .
1 4. 1 4 .

.....

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

Cessation of Employer's
Liabi l ity

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

... . .

:The Employer shall not be liable to the Contractor for any matter or thing under or in

connection with the Contract or execution of the Works, except to the extent that the
Contr
a ctor shal l have included an a
m ount expressly for it :
(a)
(b)

General Conditions

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

in th e Final Statement and also

(except for matters or things arising af

t er the issue of the Taking- Over Cer
t ifi cate
for the Works) in the Statement at completion descri bed in Sub-Clause 1 4 . ! 0
[Statement at Completion] .

@ FI DI C 1 999

47

However, this . Sub-Clause shall not limit the Employer's liability under his indemn
ifi cation obligations, or the Employer's liability in any case of fraud, deliberate default
o r reckless misconduct by the Employer.
1 4. 1 5

C urre nci es of Payment

LU

O
z

The Contract Price shall be paid in the currency or currencies named in the Appendix
to Ten der. Unless otherwise stated in th e Particu lar Conditions, if more than one
currency is so named , payments shall be made as follows:

(a)

if the Accepted Contract Amount was expressed in Local Currency only :

0)

the proportions or amounts of the Local and Foreign Currencies, a

n d the
if xed rates of exchange to be used for calculating the payments, shall be
as stated in the Appendix to Tender, except as other
w ise agreed by both
Parties ;

co
13C

(ii)

payments and deductions under Sub-Clause 1 3.5 [Provisional Sums]

(iii)

other payments and deductions under sub-paragraphs (a) to (d) of Sub

LL.

and Su b- Clause 1 3 .7 [Adjustments for Changes in Legislation] shall be

made in the applicable currencies and propor
t ions; and

Clause 1 4.3 [Application for Interim Payment Certificate

s ] shall be made
in the currencies and proportions specifi ed in sub-paragraph {a)(0 above;

(b)

payment of the damage

s specifi ed in the Appendix to Tender shall be made in

(c)

other payments to the Employer by the Contractor shall be made in the

(d)

(e)

the cur
rencies and proport ions specifi ed in the Appendix to Tender;

currency in which the sum was expended by the Employer, or in such currency
as may be agreed by both Par
t ie
s;

if any amount payable by the Contractor to the Employer in a particular

currency exceeds the sum payable by the Employer to the Contractor in that
currency, the Employer may recover the balance of this amount from the sums
other
w ise payable to the Contractor in other currencies; and

if no rates d exchange are stated in the Appendix to Tender, they shall be those
prevailing on the Base Date and determined by the central bank of the Country.

Te ! 5on by Em p l oyer
1 5.1

Notice to C orrect

If the Contractor fails to carry out any obligation under ihe Contract, the Engineer may
by notice require the Contractor to make good the failure and to remedy it within a
specifi ed reasonab le time .

1 5.2

Termination by Employer The Employer shall be entitled to terminate the Contract if the Contractor:
(a)
(b)
(c)

48

fails to comply with Sub-Clause 4.2 [Per

formance Security] or with a notice
un der S ub-Clause 1 5 . 1 [Notice to Correct] ,

abandons the Works or other

wise plainly demonstrates the intention not to

continue performance of his obligations under the Contract,

wit hout reasonable excuse fails:

(i)

to proceed wlt ii" the Works in accordar ce with Clause 8

(ii)

to comply with a notice issued under Sub-Clause 7.5 [Rejection] or Sub

+ FIDIC 1 999

[Commencement, Delays and Suspension] , or

Clause 7+6 [Remedial Work] , wit hin 28 days after receiving it ,

Condit ions of Contract for Plant and Design- Bui

subcontracts the whole of the Works or assigns the Contract without the

(e)

req uired ag reement,

becomes bankrupt or insolvent, goes into l iq ui dation , has a receiving or

administration order made against him, compound s with his creditors, or

carries on busin ess under a receiver, trustee or manager for the .ben efi t of his
credito rs , or if any act is done or event occ urs which (u nder ap plicable Laws)
(O

has a simibr ef
fect to any of these acts or events, or

gives o r offers to g ive (directly or indirectly) to any person any bribe, g ift , gratuity,
com mission or oth er thing of value, as an inducement or reward :

(i)
(ii)

for do i ng or forbearing to do any action in relation to the Contract, or

for showing o r forbe
a ring to show favour or disfavour to any person in
relation to the Contract,

or if a
n y of the Co ntractor' s Personnel , agents or Subcontractors gives or of
fers to
g ive (directly or indirectly) to any person any such ind ucement or reward as is
described in th is sub -parag raph (t) . However, lawful indu cements an d rewards to
Contractor' s Personnel shall not entitle terminati o n .

In any of the
s e events or circumstances, the Employer may, upon gMng 1 4 days '
notice to th e Contractor, ter
m inate the Contract and expel the Co ntractor fro m the
Site. However, in the case of su b- parag raph (e) or (f) , the Em ployer may by notice
term inate the Contract im med iately.

The Employer' s election to term inate the Contract sha

l l not p rejud ice any other rights
of the Employer, un der the Contract or otherwise.

T e Contractor shal l then leave the Site an d deliver a

h
n y requ ired Goods, all
Contractor' s Docu ments , an d other d esig n docu ments made by or for him , to the
Eng ineer. However, the Contractor shall use h is best ef
forts to com ply imm ediately
with any reaso nable instructions included in the notice (i) fo r the assignment of a
ny
subcontract, and (i i) for the protection of l ife or property or for the safety d the
Works .

After termination, the Employer may complete the Works n

a d/or arra
n ge for any other
entities to do so. T
h e Employer and these entities may then use any Goods ,
Contractor' s Docu ments an d oth er desig n documents made by or on behalf of the
Contractor.

h e Employer shall then g ive notice that the Contractor's Eq u ipment and Tempo rary
T
Works will be released to the Contractor at o r near the Site. T
h e Contractor shall

p rom ptly arrang e their removal , at the risk an d cost of the Contractor. However, if by
this time the Contractor has failed to make a payment due to the Employer, these
it ems may be sold by the Employer in order to recover this payment . Any balance of
the proceeds shall then be paid to the Contractor.
1 5.3

Valuation at Date of
Term i n atio n

As soon as practicab le after a notice of termination under Sub-Clause 1 5 . 2

[Termination by Employer] has taken ef
fect, the Engineer sh all proceed in accordance
with Sub-Clause 3 .5 [Determina tions] to agree or determine the value of the Wor
ks,

Goods and Contractor's Docu ments , an d a

n y other sums due to the Contractor for

wor
k executed in accorda
n ce with the Contract.
1 5.4

Payment after

Aft er a notice of term i nation under Sub -Clause 1 5 . 2 [Termination by Employer] has

General Conditions

RDIO

Te rm i n atio n

taken ef
fect, the Em ployer may:

49

(a)

(b)

(c)
LU

i thhold further payments to the Contractor until the costs of design,

w

exec ution , com p letion and remedying of any defects , damages for delay in
com pletion (if any), and all other costs incurred by the Employer, have been
established , an d/or

recover from the Contractor any losses n

a d damages incurred by the Employer
an d any extra costs of completing the Works, after a
l low
i ng for any sum due to
the Co nt ractor under Sub - Clause 1 5 . 3 [Valua tion at Date of Termination] . Af
t er
recovering any such losses, damages and extra costs , the Employer shall pay
any balance to the Contractor.

(9

proceed in accordance with Sub-Ciause 2 .5 [Employer's Claims],

1 5.5

Em ployer's Entitlem ent

to Term ination

The Employer shall be entitled to terminate the Contract, at any time for the
Em ployer's convenience, by givi ng notice of such termination to the Contractor. T
he
terminati on shall take ef
fect 28 d ays after the later of th e dates o n which the
Contractor receives this notice or th e Em p loyer returns the Performance Secu rity.

09
(3E

The Employer shall not terminate the Contract under this Sub-Clause in order to

LL

execute the Works himself or to arrange for th e Wo rks to be executed by another

co ntractor.

Af
t er th is term inatio n , the Contractor shal l proceed in accordance with S u b-Clause

1 6 .3 [Cessation of Work and Removal of Contractor's Equipment] and shall be

paid in accordance with Sub-Clause 1 9.6 [Optional Termination, Payment and

Release] .

Susl e- en and Termi n ati o n by Contractor

1 6. 1

Contractor's Entitl ement

to Su s pen d Wo rk

If the En gin eer fails to cert ify in accordance with Su b -Clause 1 4. 6 [Issue of Interim
Payment Certificates] or the Employer fails to comply with Sub-Clause 2 .4

[Employer 's Financial Arrangements] or S u b-Clause 1 4 .7 [Payment] , the Contractor

may, after giving not less than 2 1 days' notice to the Employer, suspend work (or
red uce the rate of work) unless and u ntil the Co ntractor has received the Paym ent
Cer
t ifi cate , reasonab l e evi den ce or payment , as th e case may be an d as described
in the notice.

T e Contractor' s action shal l not prejudice his entitlements to fi nancing charges under
h
Sub-Clause 1 4 . 8 [Delayed Paymen t] and to termination u nd er Sub-Clause 1 6. 2
[Termination by Contractor] .
If the Contractor subseq uently receives such Payment Cer
t ifi cate, evidence or

payment (as described in the relevant Sub-Clause and in the above notice) before
giv ing a notice of termination, the Contractor shall resume normal working as soon as
is reasonably practicable .

If th e Contractor suf
fers delay and/or in curs Cost as a resu lt of suspend ing woi'k (or
reducing the rate of work) in accorda
n ce with this S ub-Clause, th e Contractor shall

give notice to the Engineer and shall be entitled subject to Sub-Clause 20. 1
[Contractor 's Claims] to:

(a)
(b)
50

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

u nder Su b-Clause 8 .4 [Extension of Time for Completion] , an d
payment of any such Cost plus reasonable profi t, which shall be incl uded in the
Contract Price.

@ FIDIC 1 999

Conditions of Contract for Plant and Design-Build

Aft er receiving this notice, the Engin eer shall proceed in accordance with Su b-Clause
3 .5 [Determinations] to ag ree or determine th ese matters.
1 6. 2

Te rm i nation by

The Contractor shall be e ntitled to terminate the Contract if:

Contracto r

(a)

(b)
(c)

(d)
(e)
(f)
(g)

the Contractor does not receive the reasonable evidence within 42 days after

giving notice u nder Sub-Clause 1 6 . 1 [Contractor's En titlement to Suspend

Work] in respect of a fai l u re to com ply with Su b-Clause 2 .4 [Employer 's

Rnancia
l Arrangements] ,

the Engineer fails, with in 56 days after receiving a Statem ent and supporting
documents, to issue th e relevant Payment Certifi cate ,

the Contractor does not receive th e amount due under an interim Payment
Certifi cate within 42 days after th e expiry of the time stated in Su b- Clause 1 4 . 7
[Payment] with in which paym ent is to be made [except for deductions in
accordance with Sub-Clause 2 . 5 [Employer's Claims]) ,

the Employer substantiall

y fails to perform his obligations un der the Contract,
the Employer fails to com ply with Sub-Clause 1 . 6 [Contract Agreement] or Sub
Clause 1 . 7 [Assignment] ,

a prolonged suspension affects the whole of th e Works as described in Sub

Clause 8 . 1 1 [Prolonged Suspension] , or

the Em ployer becomes bankru pt or insolvent, goes i nto liquidation , has a

receiving or administrat ion order made against h im, compounds wit h his

credit ors, or carries on business under a receiver, trustee or manager for th e

benefi t of h is creditors, or if any act is done or event occurs which (un der

applicable Laws) has a similar effect to any of these acts or events.

In any of the
s e events o r circumstances, the Contractor may, upon gMng 1 4 days '
notice to the Em ployer, term i nate the Contract. However, in the case of sub

paragraph (f) or (g) , the Contractor may by notice term inate the Contract immediately.
The Contractor' s election to terminate the Contract shall not prejud ice any other rights
of the Contractor, under the Contract or otherwise.
1 6 ,3

Cessation of Work and

Removal of Contracto r's

Eq ui pm ent

After a notice of term i nation un der Sub- Clause 1 5 . 5 [Employer's Entitlement to

Termination] , Sub-C lause 1 6 .2 [Termination by Contractor] or Sub-Clause 1 9 . 6

[Optional Termination, Payment and Release] has taken effect, the Contractor shall

promptly :

(a)
(b)
(c)

cease al] further work, except for such work as may have been instructed by
the Engi neer for the protection of life or property or for the safety of the Wo rks ,
hand over Contractor's Documents, Plant, Materials and other work, for which
the Contractor has received payment , a
nd

remove all other Goods from the Site, except as necessary for safety, and leave

the Site .

1 6 .4

Payment on Termination

After a notice of termination under Sub-Clause 1 6.2 [Termination by Contractor] has

taken effect, the Employer shal l promptly :

(a)
(b)
(c)
eener

Cond bns

retu rn th e Per
formance Securi ty to the Contractor,
pay the Contractor in accordance with Sub-Clause 1 9 .6 [Optional Termination,
Payment and Release] , and
pay to the Contractor the amou nt of any loss of profi t or other loss or damage
sustained by the Contractor as a resu lt of th is termination .

nelc 999

51

o, sl a es0oosa0, , ,ty
1 7. 1
I ndemn iti es

The Contractor shal l indem n ify and hold harmless the Employer, the Empl oyer' s
Personnel , a
n d their resp ective agents , agai nst and from al l clai ms, damages, losses

and expenses (i ncluding legal fees and expenses) in respect of:

LU

(D
Z

(a)

5
(D

(t3)

o9

bodily injury, sicknes

s , disease or death, of any person whatsoever arising out

of or in the course of or by reason of the desig n, executio n and com p letion of

the Works and the remedyin g of any defects, unless attri butable to any
negligence, wilful act or breach of the Contract by the Employer, the Employer's
Person nel , or any of their respective agents , and

damage to or loss of any property, real or personal (other than the Works), to

the extent that such damage or loss :

LL*

(i)

(ii)

arises out of or in the course of or by reason of the desig n, execution and

completion of the Works and the remedying of any defects, and
is attributable to any negligence, wilful act or breach of the Contract by

the Contractor, the Contractor' s Personn el , thei r respective agents, or

anyone directly or ind irectly em ployed by any of them .

h e Employer shall indemnify and hold harmless the Contractor, the Contractor's
T
Personnel , an d their re
s pective agents , against a
n d fro m all claim s , damag es, losses

and expenses (including legal fees and expenses) in respect of (1 ) bodily injury,

sickness , disease or death, which is attributable to n

a y negligence, wilful act or breach
of the Contract by the Employer, the Em ployer' s Personnel , or any of their respective
agents , and (2) the matters for which liability may be excluded from insurance cover,
as described in su b-parag raphs (c0(i) , (iO a
n d (iii) of Sub- Clause 1 8 .3 [Insurance
Against Injury to Persons and Damage to Property].
1 7.2

Co ntracto r' s Care of th e

Wo r ks

h e Contractor shall take full re

T
s ponsibility for the care of the Works and Goods from

the Commen cement Date until the Taki ng -Over Certifi cate is issued (or is deemed to
be issued un der S ub -Clause 1 0 . 1 ]Taking Over of the Works and Sections]) for the

Works, when responsibility for the care of th e Works shall pass to the Employer. If a
Taking-Over Certifi cate is issued (or is so deemed to be is sued) for any Section or part
of the Works , responsibilit
y for the care of the Section or part shall th en pass to the
Employer.

After responsibilit
y has accordingly passed to the Employer, the Contractor shall take
responsibility for the care of any work which is outstanding on the date stated in a
Taking-Over Cert ificate, until this outstanding work has been completed .
If any loss or damage happens to the Works, Goods or Contractor's Documents
during the period when the Contractor is responsible for their care, f
rom any cause
not listed in Sub -Clause 1 7 .3 [Employer 's Risks] , the Contractor shall rectif
y the loss

or damage at the Contractor's risk and cost, so that the Works, Goods and
Contractor ' s Documents conform with the Contract.

h e Contractor shall be liable for any loss or damage caused by any actions
T

performed by the Contractor after a Taking-Over Certificate has been issued. T

he
Contractor shall a
l so be liable for any loss or damage which occurs aft er a Taking
Over Cer
t ifi cate has been issued and wh ich arose from a previous event for wh ich the
Contractor was liab le .

52

F{DIC 1 999

Condlttons of Contract for Plant and Design-Build

The risks referred to i n Sub - Clause 1 7 . 4 below are:

1 7 .3

Em p l oyer's R i s ks

(a)

war, hostilities {whether war be declared o r not), invasion , act of foreign

(b)

rebel l ion , terrorism , revolution , insu rrection , military or usurped power, or civi l
war, wit hin the Country,
riot, commotion or disorder wit h in th e Cou ntry by p ersons other than the
Co nt ractor' s Person ne l an d oth er emp l oye es of the Co ntracto r an d

enemies,

(c)

Subcontractors ,

(d)

munitions d war, explosive materials, ion!sing rad iation or contam inatio n by

rad io -activity, within the Countr
y, except as may be attri butab le to the
Contractor 's use of such munitions , explosives , rad iation or radio-activit
y,
pressu re waves caused by aircraft or other aerial dev
i ces travelling at sonic or
su personic speeds ,
use or occupation by the Employer of any part of th e Permanent Works, except
as may be s pecifi ed in th e Contract,
de
s ig n of any par
t of th e Works by the Em ployer' s Personnel or by others for
whom the Employer is responsi bl e , if any, and
any operation of the forces of nature which is Unforeseeable or against which
an experienced contractor could not reasonably have been expected to have

(e)
(f)

(g)
(h)

taken adequate preventative precautions .

1 7,4

Con seq u en ces of

E m pl oyer's Risks

If an d to the extent that any of th e risks listed in Sub-Clause 1 7 .3 above results in loss
or damage to the Works, Goods or Contractor ' s Docu ments , the Co ntractor shal l
promptly g ive notice to the Engineer and shal l rectify this loss or da
m age to the extent
required by the Eng ineer.

If the Contractor suffers delay and/or i ncurs Cost from rectifying this loss or damage,
the Contractor shall g ive a fur
t her notice to the Engineer and shall be entitl ed su bject
to Su b-Clause 20. 1 [Con tractor's Claims] to :
(a)
(b)

an ex
t ension of time for any such delay, if com pletion is or will be delayed ,
under S ub-Clause 8 . 4 [Extension of Time for Completion] , and
paym ent of a
n y such Cost, which shal l be in cl uded in the Contract Pri ce. In the
case of sub-parag raphs (f) and (g) of S ub- Clause 1 7 . 3 [Employer 's Risks] ,
reason able profit on the Cost shall also be included .

Af
t er receiving th is f
u rt her notice, th e Engineer shall proceed in accorda
n ce with Sub
Clause 3 . 5 [Determinations] to agree or determine th ese matters .
1 7. 5

I ntell e ctual and I n d ustrial

Prop erty R ig hts

In this Su b-Clause, " inf

r ingement " means an infringement (or alleged infr
i ngement) of
any patent, registered de
s ign , copyright, trade mark, trade name, trade secret or other
intellectua
l 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 oth er Party of any claim within 28 days
of receiving the claim , the fi rst Party shall be deemed to have waived any right to
indemnity under this Sub - Clause.

The Employer shall indem n ify a

n d hold the Contractor ha
r mless against and from any
claim alleging an infringement wh ich is or was :
(a)
Gener

Cond ion s

an unavoidable result of the Cont ractor' s compliance with the Em ployer ' s
Requ irements , or

DIC 1

53

L_

(b)

a result of any Works being used by the Employer:

(i)

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

(iN

in conjunction with any thing not supplied by the Contractor, unless such

from , the Contract, or

use was disclosed to the Contractor prior to the Base Date or is stated
in the Contract .

The Contractor shall indemnify and hold the Employer harmless against and from any
other claim which arises out of or in relation to (i) the Contractor's design,
manufacture, construction or execution of the Works, (i the use of Contractor's
Equipment, or (iii) the proper use of the Works.

LU

(D

<
c

If a Party is entitled to be indemnified under this Sub-Clause, the indemnifying Party

may (at its cost) conduct negotiations for the settlement of the claim, and any litigation

09

Q:

0
LL

or arbit ration which may arise f

rom it. The other Party shall, at the request and cost of

the indemnifying Party, assist in contesting the claim. T

h is other Party (and its
Personnel) shall not make any admission which might be prejudicial to the
indemnifying Party, unle
ss the indemnifying Party failed to take over the conduct of any

.
I

negotiations, litigation or arbitration upon being requested to do so by such other

Party.

1 7.6

Li m itati on of Liabi l ity

Neither Party shall be liable to the other Party for loss of use of any Works, loss of

profit, loss of any contract or for any indirect or consequential loss or damage which

may be suffered by the other Party in connection with the Contract, other than under

Sub-Clause 1 6.4 [Payment on Termination] and Sub-Clause 1 7 . 1 [Indemnitie

s ].

T e total liability of the Contractor to the Employer, under or in connection with the
h
Contract other than under Sub-Clause 4. 1 9 [Electdci Water and Gas], Sub-Clause

4.20 [Employer's Equipment and Free-Issue Material] , Sub-Clause 1 7. 1 [Indemnities]

and Sub-Clause 1 7.5 [Intellectual and Industrial Property Rights] , shall not exceed the
sum stated in the Par[icular Conditions or (if a sum is not so stated) the Accepted
Contract Amount .

h is Sub-Clause shall not limit liability in any case of fr aud, deliberate default or
T
reckl ess misconduct by th e defaulting Party.

1 8. 1

Gen eral Req u irements

fo r I n su rances

In this Clause, "insuring Party" means, for each type of insura

n ce, the Party re
s ponsible

for effecting a
n d maintaining the insura
nce specified in the releva
nt Sub-Clause.

Wherever the Contractor is the ins uring Party, each insurance shall be effected with

insurers and in terms approved by the Employer. T

he
s e terms shall be consistent with

any terms agreed by both Parties before the date of the Letter of Acceptance. T
h is
agreement of terms shall take precedence over the provisions of this Clause.
Wherever the Employer is the insuring Party, each insurance shall be effected with

insurers and in terms consistent with the details annexed to the Particular Conditions .

If a policy is required to indemnify joint insured, the cover shall apply separately to

each insured as though a separate policy had been issued for each of the joint
54

@ R D IC 1 999

Conditions of Contract for Plant and Desig n-Build

insured . If a policy indemnifi es additional joint insured , namely in add ition to the
insured specifi ed in this Clause, (i) the Contractor shal l act under the policy on behalf
of these additional joint insured except that the Em ployer shall act for Em ployer's
Person nel, (ii) additional joint insu red shal l not be entitled to receive payments directly
from th e insurer o r to have any other direct deal ings with the insurer, and (iii) the
insuring Party shall requ ire all additional joint insured to comp ly with the conditions
stip ulated in the policy.
Each policy insuring against loss or damage shall provide for pa iments to be made in
the curre ncies required to rectify the loss o r damage. Payments received from insu rers
shal l be used for the rectifi cation of the loss or dam age.

The relevant insuri ng Party shall , within the res pective periods stated i n the Appendix
to Tender (calcu lated from the Commencement Date) , su bmit to th e other Party:
(a)

evid ence that the insurances d escri bed i n this Clause have bee n ef
fected, and

copies of the policies for the insurances described in Sub-Clause 1 8 . 2

[Insurance for Works and Contractor's Equipment] and Sub-Clause 1 8 .3
[Insurance against Injury to Persons and Damage to Property] .

When each prem ium is paid , the insuri ng Party shall submit evidence of payment to
the other Party. Whenever evi dence or policies are submitted , th e insuri ng Party shal l
also give notice to the Engineer.
Each Party shal l comply with the conditions stipulated in each of th e ins ura
n ce
policies . T
h e insu ring Party shall keep th e insu rers informed of any relevant changes

to the execution of the Works and ensu re that insurance is maintained in accordance
with th is Clause .

Neither Party sha

l l make n
ay material alteration to the terms of any insura
n ce without the
pri or approval of the other Party. If a
n insurer makes (or attempts to ma
ke) n
a y alteration ,
the Party fi rst notifi ed by the insurer shall promptly give notice to the other Party.

If the insuri ng Party fails to effect and keep in force any of the insura
n ces it is require
d to

effect a
n d maintain under the Contract, or fa
l ls to provide satisfactory evidence a
nd
copies of policie
s in accorda
n ce w' h this Sub-Clause, the other Party may (at its option
and wit hout prejudice to a
ny other ri ght or remedy) effect insurance for the releva
nt
coverage and pay the premiums due. The insuri ng Party sha
l l pay the amount of these
premiums to the other Party, a
n d the Contract Pric
e sha
l l be adjusted accord ingly.

Nothing in th is Clause lim its the obligations , liabilities or responsibilities of th e

Contractor or the Employer, under the other terms of the Contract or otherwise . Any
amounts not insured or not recovered from th e insurers shall be borne by the
Contractor and/or the Emp loyer in accordance with these obligations, liabilitie
s or
responsi bilities. However, if the insu ri ng Party fails to ef
fect an d keep in force an
insu rance which is availabl e and which it is req uired to effect n
a d maintain under the
Contract, and the other Party neither approves the omissio n nor effects insurance for:
th e coverage relevant to this default, a
n y moneys which should have been recoverable
u nder this insurance shall be paid by the insu ri ng Party.

Payments by one Party to the other Party shall be subject to Su b-Clause 2 . 5

[Employer's Claims] or Sub-Clause 20. 1 [Contractor's Claims] , as app l icable
1 8 ,2

Ins u ran ce for Work and

Cont ractor's Equi p ment

T e insu ring Party shall insure the Wo rks , Plant, Materials and Co ntractor ' s
h
Documents for not less tha
n the ful l reinstatement cost incIuding the costs of

Gener al Cond ons

hole 1

55

I
o

I
L

demolition , removal of debris and professional fees and profit. This. insurance shall be

effective from the date by which the evidence is to be submitted under s ub- paragraph

(a) of Sub-Clause 1 8. 1 [General Requirements for Insurances], until the date of issue
of the Taking-Over Certifi cate for the Works.

The insuring Part y shall maintain this insurance to provide cover until the date of issue
of the Perbrmance Certifi cate , for loss or damage for which the Contractor is liable

arising from a c
ause occurring prior to the issue of the Taking-Over Cert ifi cate, and for

loss or damage caused by the Contractor in the course of a

ny other operations

Completion]) .

121

(including those under Clause 1 1 [Defects Uability] and Clause 1 2 [Tests after

(9

T e insuring Party shall insure tl e Contractor's Equipment for not less than the full
h
replacement value, including delivery to Site. For each item of Contractor's
Equipment, the insurance shall be effective while it is being transport ed to the Site and

O9

u nti l it is no longer required as Contractor's Eq ui pment .

U n less otherwise stated in the Par

t icular Conditions, insurances under this Sub
Clause:

(a)
(b)

shall be effected and maintair ed by the Contractor as insuring Party,

shall be in the joint names of the Parties, who shall be jointly entit led to receive
payments from the insurers, payments being held or allocated between the
Par
t ies for the so le p u rpose d rectifying the l oss or damage,

(c)

shall cover all loss and damage from a

ny cause not listed in Sub-Clause 1 7.3

(d)

shall also cover loss or damage to a part d the Works which is attributable to

[Employer's Risks],

th e use or occu pation by the Employer of another part of the Works , and loss

or damage from the risks listed in sub-paragraphs (

b), (g) and (h) of Sub-Clause
1 7.3 [Employer' s Risks] , excluding (in each case) risks which are not insurable

(e)

at commercially reasonable terms, with deductibles per occurrence of not more

than the amount stated in the Appendix to Tender (if an amount is not so stated ,
this sub-parag raph (d) shall not apply) , an d

may however exclude loss of, damage to, and reinstatement of:
(i)

(ii)

(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
part s 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 Wor

k s which is lost or damaged in order to reinstate any

other part of the Works if this other par[ is in a defectiv e condition due to
a defect in its design , materials or workmansh ip,

a part of the Works which has been taken over by the Employer, except

to the extent that the Contractor is liable for the loss or damage, and

Goods while they a

re not in the Countr
y, subject to Sub-Clause 1 4.5
[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 support ing part iculars .
The Employer shall then (i) be entitled subject to Sub-Clause 2 . 5 [Employer's
Claims] to payment of an amount equivalent to such commercially reasonable
terms as th e Contractor sho uld h ave expected to have paid for s uch cover, an d (ii)
be deemed, un less he obtai ns the cover at comm ercially reasonable terms, to have

approved the omission under Sub-Clause 1 8 . 1 [General Requirements for

Insurances] .

56

@ FI DIC 1 999

Conditi ons of Con tract for Plant and Oesign- Bu lid

1 8.3

I nsu rance against I nj u ry

to Perso ns an d Dam ag e
to P roperty

The insuring Party shall insu re against each Party ' s l iability for anyJoss, damage, death
or bod i ly injury wh ich may occur to any physical property (except th ings insu red under
Sub-Clause 1 8 . 2 [Insurance for Works and Contractor 's Equipment]) or to any person

(except persons insured u nder Su b - Clause 1 8 . 4 [Insurance for Contractor 's

Personnel]) , which may arise out of the Contractor's performance of the Contract and
occu rring before the issue of th e Per
formance Certifi cate.
This insu rance shal l be for a l imit per occurrence of not less than t he amount stated
in the Ap pen dix to Tender, with no Iimit on the nu m ber of occurrences. If an amou nt
is not stated in the Appen dix to Tender, this Sub -Clause sh all not apply.

Unless otherwise stated in the Par

t icular Conditions, th e insurances specifi ed in this

Su b- Clause:

(a)
(b)

(c)

(d)

shall be ef
fected and maintained by the Contractor as insu ring Party,
shall be in the joint names of th e Par
t ies ,

shall be extended to cover liab ility for a

l l loss and da
m age to the Em ployer' s

property (except th ings insu red un der Sub- Clause 1 8 . 2) arising out of the

Contractor' s performance of the Contract, n

ad

may however exclude liability to the extent that it arises from :

(i)

(i0
(ii0

the Employer's ri ght to have the Perma

n ent Works executed on , over, under,
in or through n
ay land, a
n d to occupy this land for the Per
m anent Works,
damage which is an unavoidable result of th e Contractor' s obligations to
execute the Wor
ks and remedy any defects, an d
a cause listed in Su b -Clause 1 7 . 3 [Employer's Risks] , except to the
ex
t ent that cover is available at commercially reasonable terms .

1 8 .4

I ns u rance for

Co ntracto r's Personnel

T e Contractor shall ef
h
fect and maintain i nsurance against liabi lity fo r claims ,
damages , losses and expenses (including legal fees and expenses) arising from injury,
sickness, disease or death of any person employed by the Contractor or n
a y other of
the Contractor' s Person nel .

T e Em ployer and th e Engineer shall also be ind emnifi ed under the policy of
h
insu rance, except that this insurance may exclude Iosse.s and claims to the ex
t ent that
they arise f
rom a
n y act or neglect of the Em ployer or of the Employer's Personnel
h e insuran ce shal l be maintained, in full force and ef
T
fect duri ng th e whole time that

these person nel are assisti ng in the execu

t ion d the Wor
k s . For a Subcontractor' s
employees , the insurance may be ef
fected by the Subcontractor, bu
t the Contractor
shall be responsible for complia
n ce with this Clause.

1 9 .1

Defi niti on of Fo rce

M ajeure

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

(a)
(b)

which is beyond a Party 's control ,

(c)

which , having arisen , such Party could not reasonably have avoided or

(d)
General Cond itions

which such Party could not reasonably have provided against before entering
into the Co ntract,

overcome, and
which is not su bstantial ly attributable to th e other Party.

@ FI D [C 1 999

57

LL

Force Majeure may include , but is not lim ited to , exceptional oevents or circumstan ces
of the kind l isted below, so long as con ditio ns (a) to (d) above are satisfied :

tJJ

(i)

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

(ii)

rebel lion , terrorism , revolution , insurrection , military or usurped power, or

(i ii)

riot, commotion, disorder, strike or lockout by persons other than the

o
z

civil war,

Contractor ' s Person nel and oth er em ployees of the Contractor and
Subcontractors ,

(iv)

co

enem ies ,

(v)

[3C

munit ions of war, explosive materials, ionising radiation or contamination

by radio-activity, except as m ay be attribu
t able to the Contractor' s use
of such mu n itions , explosives, radiation or rad io- acti
v it
y, and

natural catastrophes such as earthquake, hurricane, t

y phoon or volcanic

activity.

1 9.2

Notic e of Forc e M aje ure

If a Party is or will be prevented from performing any of its obligations under the

Contract by Force MaJeure, then it shall give notice to the other Party d the event or

circu mstances constituti ng the Force Majeure and shall specify th e obligations , the
performance of which is or will be prevented. The notice shall be g iven within 1 4 days
after the Party became aware, or sho u ld have become aware, of the relevant event or
eircumstance constitu
t ing Force Majeu re.

h e Party shall , having given notice, be excused per

T
formance of such obligations fo r

so long as such Force Majeure prevents it from per

forming them .

Notwithstanding any oth er provision of this Cl ause, Force Majeu re shal l not ap ply to

obligations of either Party to make payments to the other Party under the Contract.
1 9.3

Duty to M i n i m ise Delay

Each Party shal l at all times usa all reasonable endeavou rs to minimise any delay in
the performance of the Contract as a result of Force Majeure.

A Party shall give notice to the.other Party when it ceases to be affected by the Force
Majeure .

1 9.4

Consequences, of Force
Maj eu re

If th e Contractor is prevented from per

forming any of his obligations under the
Contract by Force Majeu re of which notice has been given under Sub-Clause 1 9.2
[Notice of Force Mejeure], and suffers delay and/or incurs Cost by reason of such
Force Majeure, the Co ntractor shall be entitled su bject 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

if the event or circumstance is of the kind descri bed in sub-paragraphs (i) to (iv)

of S u b-Clause 1 9 . 1 [Definition of Force Majeure] and , in the case of su b

paragraphs (i i ) to (iv), occurs in the Countr

y, payment of any such Cost.

Af
t er receMng this notice, t he Engineer shall proceed in accordance with Sub-Clause
3.5 [Determlhetions] to agree or determine these matters.
1 9.5

Su b- co ntractor

Force M aje u re Af
fecti ng

If any Subcontractor is entitled under any contract or agreement relating to the Works
to rel ief from force majeura on terms additional to or broader than those specified it)

58

FI OfO 1 999

Cond ons of Contract for P nt and Design - Bu ild

this Clause, such additional or broader force majeu re events or. ci rcu mstances shall
not excuse the Contractor 's n on- performance or entitle him to relief un der this Clause.
1 9. 6

Optional Te rm in atio n ,
Paym ent and Re lease

If th e execution of substantial ly all th e Works in progress is prevented for a co nti nuou s

period of 84 days by reason of Force Majeure of which notice has been given u nder
Sub-Clause 1 9 . 2 [Notice of Force Majeure] , or for mu ltiple periods which total m ore
than 1 40 days due to the same notifi ed Force M ajeure, then either Party may g ive to
the other Party a notice of termination of the Contract. In this event, the termination

shall take ef
fect 7 days after the noti ce is g iven, and the Contractor shall proceed in
accordance with S ub - Clause 1 6. 3 [Cessation of Work and Removal of Contractor 's
Equipment] .

Upon such termination, the Eng ineer shall determine the value of the work done and
issue a Payment Certifi cate which s hall incl ude:
(a)

the amounts payable for any work carded out for which a p rice is stated in the

(b)

the Cost of Plant an d Materials ordered for the Works which have been

(c)

(d)
(e)

Contract;

deli
v ered to the Contractor, or of which - the Contractor is liable to accept

delivery: this PIant and Materials shall beco me th e property of (and be at the
risk of) the Employer when paid for by the Employer, and the Contractor shal l
place the same at the Employer' s disposal ;
any other Cost or l iabil ity which in the ci rcumstances was reasonably incu rred
by the Contractor in th e expectation of completing the Worl<s ;

the Cost of removal of Tem porary Works a

n d Contractor' s Eq ui pm ent from th e

Site and the return of these items to the Co ntractor' s works in his cou ntry (or
to any other destination at no greater cost) ; and
the Cost of repatriation of the Contractor's staf
f and labour employed wholly in
connection with the Works at the date of term ination .

1 9.7

Release fro m
Perfo rman ce
u nder the Law

Notwithstandi ng any other provision of this Clause, if a

n y event or cimu mstance
outside the control of the Par
t ies (includ ing , but not limited to , Force Majeure) arises
which makes it im possib le or unlawful for either or both Parties to fulfi l its or their
contractual obl igations or which , under the law governing the Contract , entitles the

Par
t ies to be released from fu rther performance of the Contract, then upon notice by

either Party to the other Party of such event or circumstance:

(a)
(b)

20.1

the Parties shall be d ischarged from further performance, without prejudice to

the ri ghts of either Party in respect of any previous b reach of the Contract, and
the sum payable by the Employer to the Contractor shall be the same as would
have been payable under S ub- Clause 1 9. 6 [Optional Termination, Payment and
Release] if the Contract had b een terminated under S ub-Clause 1 9 . 6 .

Cl a' 0sputes and Arbitrati o n

Contractor's C laim s

If the Contractor considers h imself to be entitled to any extension of the Time for
Completion a
n d/or any additional paym ent, under any Clause of these Conditions or
otherwise in connection with the Contract, the Contractor shal l g ive n otice to the
Engineer, describing the event or ci rcu mstance giving ri se to the claim . The notice
shall be given as soon as practicable, and not later than 28 days after the Contractor
became aware, or shou ld have become aware , of the event or circu mstance .

General Condriions

RDIC 1 999

59

If the Contractor fails to give notice of a claim within such pe:iod of 28 days, the Time

for Completion shall not be extended , the Contractor shall not be enti t led to addit ional

payment, and the Employer shall be discharged from all liability in connection with the
claim . Otherwise, the following provisions of this Sub-Clause shall apply.

The Contractor shall also submit any other notices which are required by the Contract ,

and supporting particulars for the claim, all as relevant to such event or circumstance.

uJ

h e Contractor shatl keep such contem po rary records as may be necessary to

T

substantiate any claim , either on the Sit e or at another location acceptable to the

Engineer. Without admitting the Employer' s liability, the Engineer may, after receiving
any notice under this Sub-Clause, monitor the record-keeping and/or instruct the

Contractor to keep further contemporar

y records. T
h e Contractor shall permit the

Engineer to inspect all these records, and shall (if instructed) submit copies to the
Eng ineer.

co
oc

Within 42 days after the Contractor became aware (or should have become aware) of

LL

the event or circumstarice giv ing rise to the claim, or within such other period as may

be proposed by the Contractor and approved by the Engineer, the Contractor shall
send to the Engineer a fully detailed claim which includes full supporting particufars of
the basis of the claim and of the extension of ti me and/or addit iona
l payment claimed .
If the event or circumstance giving rise to the claim has a continuing effect:

(a)

(b)
(c)

this fully detailed claim shall be considered as interim;

the Contractor sha

l l send further interim claims at monthly interva
ls, giving the
accu mulated delay and/or amount claimed , and such furt her part iculars as the
Engineer may reaso nably require ; and

the Contractor shall send a fi nal claim within 28 days after the end of the. effects
resulting from the . event or circumstance, or within such other period as may be
proposed by the Contractor and approved by the Engineer.

Within 42 days aft er receiving a cla

i m or any furt her part iculars supporting a
previous claim, or within such other period as may be proposed by the Engineer and
approved by the Contractor, the Engineer shall respond with approval, or with

disapproval and detailed comments. He may also request n

a y necessar
y furt her
particulars, but shall nevert heless give his response on the principles of the claim

within such time .

Each Payment Cert ificate shall include such amounts for any claim as have been
reasonably substantiated as due under the relevant provision of the Contract. Unless
and until the part iculars supplied are suffi cient tb substantiate the whole of the claim,
the Contractor shall only be enti t led to payment for such part of the claim as he has
been able to substantiate.

T e Engineer shall proceed in accorda

h
n ce wit h Sub-Clause 3.5 [Determinations] to
agree or determine ( the extension (if any) of the Time for Completion (before or after
it s expir
y) in accordance with Sub-Clause 8.4 [Extension of Time for Completion],
and!or (ii) the additional pay
m ent (if any) to which the Contractor is entitled under the
Contract.

The requirements of this Sub-Clause are in addition to those of n

a y other Sub-Clause
which may apply to a claim. If the Contractor fails to comply with this or a
n other Sub

Clause in relation to any claim , any ex

t ension of time and
/or additional payment shall
take account of the ex
t ent (if n
a y) to which the failure has prevented or prejudiced

proper investigation of the claim, unless the claim is exctuded under the second
paragraph of this Sub-Clause.

6O

FI DI C 1 999

Conditions of Contract for Plant a nd Desig n - eu d

20 . 2

Ap poi ntm ent of th e

D isp ute Adj u d icati o n
B o ard

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

[Obtaining Dispute Adjudica tion Board's Decision] . The Parties shall jointly appoint a
DAB by the date 28 days after a Party gives notice to the other Party of its intention
to refer a disp ute to a DAB in accord ance with S ub - Clause 20 .4 .
T e DAB shall comprise, as stated in the Appendix to Tender, eith er on e or three
h
su itably qual ifi ed persons ("the members ") . If the num ber is not so stated and the
Par
t ies do not ag ree otherwise , th e DAB shal l comprise three persons.
If the DAB is to com prise th ree persons , each Party shall nomi nate one member for
h e Parties shal l consult both these members an d
the ap proval of th e other Party. T
shall ag ree upon th e third mem ber, who shall be appointed to act as chairman .

However, if a list of potential mem bers is includ ed in the Contract, the members shall
be selected from those on the list, other than anyon e who is unabl e or unwilling to
accept appointm ent to the DAB .
H*

h e agreement between the Parties an d either the sole member ("adjudicato) or

T

each of the th ree members s hall in corporate by reference the General Cond itions of
Dispute Adju dicatio n Agreement contained in the Appen dix to these Ge neral
Conditions , with such amendments as are ag reed between them .

h e terms of th e remuneration of either the sole mem ber or each of th e three

T

members , shall be m utual ly agreed u pon by the Par

t ies when agreei ng the terms of

appointment. Each Party shall be respo nsible for paying one- ha

l f of th is rem uneration.

If at any tim e the Part ies so agree, they may appoint a suitably qualifi ed person or

persons to replace any one or more members of the DAB . Unless the Parties agree
otherwise , the appointm ent wi l l com e into effect if a member declines to act o r is
unable to act as a resu lt of death , disabi l ity, resig n ation or termination of appointment.

T e replacement shall be ap pointed in the same manner as the replaced person was
h
required to have been nominated or agreed upo n , as described in this Sub-Clause.
The ap pointm ent of any mem ber may be termi nated by mutual agreement of both
Parties, b ut not by th e Em ployer or the Co ntracto r acting alo ne . U nless otherwise

agreed by both Parties, the appointment of the DAB (including each member) shall

expi re when the DAB has g iven its d ecision on th e dispute referred to it u n der S ub
Clau se 20 . 4 [Obtaining Dispute Adjudica tion Beard's Decision] , u nless other
disputes have been referred to the DAB by that t ime u n der S ub - Clause 20 . 4 , in

wh ich event the rel evant date shal l be when the DAB has also given decisions on
those disp utes .

Fai lu re to Ag ree D ispute

Adjud icatio n Board

If any of the fol lowing conditions apply, nameIy:

(a)

(b)
(c}
(d)

th e Par
t ies fail to agree upon th e appo intment of the sole mem ber of the DAB

by the date stated in the fi rst paragraph of Sub-CIause 20.2 [Appointment of

the Dispute Adjudication Beard] ,

eit her Party fails to nominate a member (for approval by the other Party) of a
DAB of three persons by such date,

the Parties fail to agree upon the appointment of the third member (to act as

chai rm an) of th e DAB by such date, or

the Parties fail to ag ree upon the appointment of a replacement perso n wit h in

42 days after the date on which the sole member or one of the three members

declines to act or is u nable to act as a result of death , d isabil it

y, resig nation or
term ination of appoi ntment ,
General Conditions

noEc 0eg

61

then th e appointi ng entity or of

ficial named in the Particular Con d itions shall , upon th e
request of either or both of the Parties and after due consultation with both Part ies,

appoint this member of the DAB. This appointment shall be fi nal and conclusive. Each

Party shall be responsi ble for paying on e-half of the remuneration of the appointing .
entit
y or official .
20 . 4
LU

Obtai n ing D ispute

Adju d ic atio n B oard 's
Dec is io n

If a dispute (of any kind whatsoever) arises between the Parties in connection with, or
arising out of, the Contract or the execution of the Works, including any dispute as to
t ifi cate, determination, instruction , opinion or valuatip n of the Engin eer, then
any cer

af
t er a DAB has been appoi nted pursuant to Sub -Clause 20 .2 [Appointment ef the

DAB] and 20.3 [Failure to Agree DAB] either Party may refer the dispute in writing to
the DAB for its decision , with copies to the other Party and the Engineer. Such
reference shal l state that it is g iven u nder this Sub-Clause .
03

For a DAB of three persons, the DAB shall be deemed to have received such
reference on the date when it is received by the chairman of the DAB .

Both Parties shall promptly make avai lable to the DAB all information , acce
s s to the

Site, and appropriate facilities, as the DAB may require for the purposes of making a
decision on such dispute . T
h e DAB shall be d eemed to be not acting as arbitrator(s) .

Within 84 days after receiving such reference, or the advanced payment referred to in
Clause 6 d the Appendix - General Condit ions of the Dispute Adjudication
Agreement, whichever date is later, or within such other period as may be p roposed

by the DAB and approved by both Parties, the DAB shall give its decision, which shall

be reasoned a
n d shall state that it is given un der this Sub- Clause. However, if neither
of the Parties has pai d in full the invoices s ubm itted by each member pursuant to
Clause 6 of the A
p pendix, th e DAB shall not be o bliged to give its decision until suc h
invoices have been paid in ful l . The decision shall be bind ing on both Parties , who shall

promptly give effect to it unless and until it shall be revised in an amicable settlement
or an arbitral award as described below. Unless the Contract has already been

abandoned , repudiated or terminated , th e Contractor shall continue to proceed with

th e Works in accordance with the Contract .

If either Party is dissatisfied with the DAB ' s decision , then either Party may, within 28
days af
t er receiv ing the decision , give notice to the other Party of its dissatisfactio n , if
the DAB fails to give its decision within the period of 84 days (or as otherwise approved)
after receMng such reference or such payment , then either Party may, within 28 days
af
t er this period has expired, give notice to the other Party of it s dissatisfaction.
In either event , this notice of dissatisfaction shall state that it is g iven u nder this Sub

Clause, and shall set out the mat

t er in dispute and the reason(s) for dissatisfaction .
Except as stated in Sub-Clause 20.7 [Failure to Comply with Dispute Adjudication

Board 's Decision] and Sub- Clause 20 . 8 [Expiry of DisPute Adjudication Board 's
Appointment], neither Party shall be entitled to commence arbitration of a dispu
te
unless a notice of dissatisfaction has been given in accorda
n ce with this Sub-Clause,

If the DAB has given its decision as to a mat

t er in dis pute to both Par
t ies, and no notice
of dissatisfaction has been given by either Party within 28 days af
ter it received the
DAB ' s decision , then the decision shall become final and binding u pon both Parties.
20.5
Am icabl e S ettl ement

62

Where notice of d issatisfactio n has been g iven u nder S ub- Clause 20 . 4 above , both
Parties shall at
t empt to set
t le the dispute amicably before the commencement of
arbitration . However, u nless both Par
t ies agree otherwise , arbitratio n may be
@ FIDI O 1 999

Conditions of Contract for Plant and Design- Build

commenced o n or after th e fi fty-sixth day after the day on which notice of

dissatisfaction was given , even if no attempt at am icable settlement has been made

Arb itration

Unl ess set

t led amicab ly, any dis pute in respect of wh ich the DAB 's decision (if any) has
not becom e fi nal and bind ing shall be fi nal ly settled by international arbitration . U nless
otherwise ag reed by both Parties:
(a)
(b)
(c)

th e d ispute shall be fi nally settled u nder the Rules of Arbitration of the

I nternational Cham ber of Comm erce,
the disp ute shall be settled by three arbitrators appointed in accordance with

these Rules, a
nd

the arbitration shal l be conducted i n the language for comm u nications defi n ed
in Sub-Clause 1 . 4 [Law and Language] .

The arbitrato r(s) shal l have full power to open u p , review and revise any certifi cate,
determinatio n , instruction, opinion or valuation of the Eng ineer, and any decision of the
DAB , relevant to the disp ute. Noth ing shall d isqua
l ify the Eng ineer from being called
as a witne
s s and givi ng evidence before the arbitrato r(s] on any matter whatsoever

relevant to the dispu; e.

Neither Party shall be limited in the proceedings before the arbit rator(s) to the evidence

or arguments previously put before th e DAB to obtain its decision , or to the reasons
for dissatisfaction given in its notice of dissatisfaction . Any decision of the DAB shall
be admissible in ev
i dence in the arbitration .

Arbitration may be com men ced prior to or after com pletion of the Wo rks . T
he
obl ig ations of the Par
t ies, the Eng ineer and the DAB shall not be altered by reason of
any arbitration being cond ucted during the p rogress of the Wo rks.
20. 7

Fai lu re to Com ply with

Dispute Adju d i catio n
Board ' s D ecision

I n the event that :

(a)
(b)
(c)

neither Party has given notice of dissatisfaction within the period stated in Sub
Clause 20 . 4 [Obtaining Dispute Adjudication Board 's Decision],
the DAB ' s related decision (if any) has become fi nal an d binding, and
a Party fails to comply with this decision ,

then the other Party may, without prejudice to a

n y other rights it may have , refer the

failure itself to arbitration under Su b-Clause 20 . 6 [Arbitration] . Sub- Clause 20 . 4

[Obtaining Dispute Adjudication Board's Decision] and Su b-Clause 20 . 5 Vnicable
Settlement] shal l not apply to this reference.
20 . 8

Expi ry of Dis p ute

Adj ud icati o n Board ' s
Ap p oi ntm e nt

t ies in connection with , or arising out of, the

If a dis pute arises between the Par
Contract or th e execution of the Wor
k s and th ere is no DAB in place, whether by
reason of the expi ry of the DAB 's appo intment or otherwise:

(a)
(b)

General Conditions

Sub-Clause 20.4 [Obtaining Dispute Adjudication Board's Decision] and Sub

Clause 20 . 5 [Amicable Settlement] shal l not apply, and

the d ispute may be referred directly to arbitrat ion under Su b-Clause 20 . 6

[Arbitration] .

@ FIDIC 1 999

63

AP P E N D IX

Gen eral Con d itio n s of D isp ute Adj u d i catio n Agreeme nt

1
D efi n itio ns
W

<
o

Each
(a)
(b)
(c)

"Dispute Adjud ication Agreement" is a tripartite ag reement by and between:

the " Empl oyer" ;
the "Contractor" ; and
the "Member" who is defi ned in the Dispute Adjudication Agreement as being:
(i)

the sole mem ber of th e " DAB " (or " adjudicator") and , where this is the

case, all references to the "Other Members " do not apply,

or

one of the th ree persons who are jointly cal led the " DAB " (or " d ispute
adjud ication board ") and , wh ere this is the case , the other two persons

O9

,,
o

are called the " Oth er M embers " .

The Employer an d the Contractor have entered (or inten d to enter) into a contract,

which is call ed Sh e " Contract" and is defi ned i n the Dispute Adjudication Ag reement,
which incorporates this Appen d ix. I n the Dispute Adjud ication Agreement, words and

expressions which are not otherwise defi ned shall have the meanings assigned to
them in the Contract .
2

Gen eral Provisi ons

The Dispu
t e Adjudication Agreement shall take effect when the Employer, the
Contractor and each of the M embers (or Member) have respectively each signed a
dispute adjudication ag reement.

When the Dispute Adjud ication Agreem ent has taken ef

fect, the Em ployer an d. t he
Contractor sha
l l each g ive notice to the Member accord ing ly. If the Mem ber does not
receive eit her notice within six month s after enterin g into the Dispute Adjudication

Ag reement, it shall be void an d ineffective.

T is emp loyment of the M em ber i s a personal appointm ent. No assig nment or
h
subcontractin g of the Dispute Adjudication Agreement is permitted without the prior

written agreement of all the parties to it and of the Other Members (if any).

Warranties

h e Member warrants and ag rees that he/she is and shall be impartial and
T

independent of the Employer, the Contractor and the Engineer. The Member shall

promptly disclose, to each of them and to the Other Members (if any), any fact or

circumstance which mig ht appear inconsistent with his/h er warra

n ty and agreem ent
of impartial it
y and independence.

When appointing the M ember, the Employer and the Contractor relied upon the
M em ber' s representations that he/she is :

(a)
(b)
(c)

experienced in the work which the Contractor is to carry out under the Contract,
experienced in the interpretation of contract documentation, and
fl uent in the language for communications defi ned in the Contract.

General Obl ig ati o ns of

th e M em ber

h e Member shal l:
T

(a)

have no interest fi nancial or other

w ise in the Employer, the Contractor or the
Eng ineer, nor any fi nancial interest in the Contract except for payment und er the
Dispu
t e Adjudic
ation Agreement ;

64

@ F] D I C 1 999

Condlt lons of Contract for Plant and Deslgm Su

(b)

(c)

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

Employer, the Contracto r o r the Engineer, except in such circumstances as

were d isclosed in writing to the Em ployer and the Contractor before they
sig ned the Dispute Adjudication Agreem ent;

have disclosed in writing to the Em p loyer, the Contractor and the Other

Members (if any), before entering int? the Dispute Adjudication Agreement and

to h is/her best knowledge a

n d recollection , any professional or personal
relationships with any d irector, officer or employee of the Emp loyer, the
Contractor or th e Engineer, and any previous involvement in the overall project

(d)

of which the Contract forms part;

not, for the duration of the Dispute Adjud icatio n Agreement , be em ployed as a

(e)

consultant or otherwise by the Em p loyer, the Contractor o r the Engineer, except

as may be ag reed in writing by the Employer, the Contractor a
n d the Other
Members (if any) ;
comply with th e n
a nexed procedu ral rules and with Sub -Clause 20 .4 of the

(f)

not give adv

i ce to the Em p loyer, the Contractor, the Em ployer' s Personnel or

(g)

(h)
(i)

Conditions of Contract;

the Contractor' s Personnel con cerning th e con duct of the Contract , other tha
n
in accordance with the annexed procedural rules ;

not while a Memb er enter into discussions or make any agreement with the

Employer, the Contractor or the Engi n eer regard ing employment by a

n y of
them , wheth er as a consultant or otherwise, after ceasing to act under th e
Dispute Adjudication Ag reement ;

ensure h is/
h er availability for any site visit and heari ngs as are necessary; and
treat the details of th e Contract an d all t h e DAB ' s activit ies an d h eari n gs as
private an d co nfi dential , and not p u blis h o r dis close them with o ut the prior
written conse nt of the Emp loyer, t h e Contractor an d the Oth er M embers (if
any) ,

General O b l igation s of
the Em ployer and the
Co ntracto r

The Emp loyer, the Co nt ractor, t he Em p loyer ' s Pe rsonnel an d the Contracto r' s
Person nel shal l n ot req uest advice fro m or cons u ltation wit h th e M embe r regardi ng
th e Contract , other
w ise th an in th e normal cou rse of th e DAB ' s activiti es under t he

Co ntract and the Dispute Adju dicati o Q Ag reement , and exce pt to th e extent that
prior agre ement is g iven by the Em ployer, the Co ntractor and the Other Mem b ers
(if any) . The Emp loyer and t he Contracto r s hall be res p onsib le fo r co mplian ce with
th is provisio n , by th e Em p loyer' s Personnel and t he Co ntractor ' s P erson nel
res pectively.

T e Employer and th e Contractor under

h
t ake to each other and to th e Mem ber that
the Member shall not , except as otherwise ag reed in writing by the Employer, the
Contractor, the Member and the Other Members (if any) :
(a}
be appointed as a
n arbit rator in any arbitration under the Contract;
(b)
be called as a witn ess to give evidence concerning any dispute before
arbitrator(s) appointed for any arbitration u nder the Contract ; or
(c)
be liable for any cl ai ms for anything done or om itted in th e discharge or
purpor
t ed discharge of the Mem ber ' s functions , u nless the act or omission is
shown to have been in bad faith .

The Emp loyer and the Contractor hereby joi ntly and several ly indemnify and hold the
Member harml ess against and from claims from w
h ich h e/she is relieved from liabil ity
under the preceding parag raph .
6

Paym ent

The Member shall be paid as follows, in the currency nam ed in the Dispute
Adjud ication Ag reement :

G ener

Cond ons

FIOKO l g

65

(a)

a daily f:e e shall be Considered as payment in full for:

(i)
(ii)

each working day spent reading submissions, attending hearings (if any),
preparing decisions, or making sit e visits (if any); and
each day or part of a day up to maximum of two day's travel time in each

direction for the journey (if any) between the Member's home and site or
another location of a meeting with Other Members (if any) or the
Employer and the Co ntractor;

LU

C)
Z

(b)

all reasonable expenses incurred in connection with the Member' s duties,

including the cost of secretarial services, telephone calls, courier charges, fa

x es
and telexes, travel expenses, hotel and subsistence costs; a receipt shall be

required for each item in excess of five percent of the daily fee referred to in

(c)

co
a:

sub-paragraph (a) of this Clause; and

any ta
xes properly levied in the Country on payments made to the Member
(unless a national or permanent resident d the Countr
y) under this Clause 6.

LL

The daily fee shall be as specifi ed in the Dispute Adjudication Agreement.

Immediatelyafter the Dispute Adjudication Agreement takes effect, the Member

shall, before engaging in any activities under the Dispute Adjudication Agreement,
submit to the Contractor, with a copy to the Employer, an invoice for (a) an
advance of twenty-fi ve (25) percent of the estimated total amount of daily fees to
which he/s he will be entitl ed and (b) an advance equal to the estimated total

expenses that he/she shall incur in connection with his/her duties. Payment of
such invoice shall be made by the Contractor upon his receipt of the invoice. The
Member shall not be obliged to engage in activities under the Dispute Adjudication

Agreement until each member has been paid in full for invoices submitted under
th is parag raph .

h ereafter the Member shall submit to the Contractor, with a copy to the EmPloyer,
T

invoices for the balance of his/h a

r daily fees and expenses, less the amounts
advanced. The DAB shall not be obliged to render its decision until invoices for all daily

fees and expenses of each Member for mak ng a decision shall have been paid in f
u ll.

Unless paid earlier in accordance with the above, the Contractor shall pay each of the
Member's invoices in full within 28 calendar days aft er receiving each invoice a
n d shall

apply to the Employer (in the Statements under the Contract) for reimbursement of
one-half of the amounts of these invoices . T
h e Employer shall then pay the Contractor
in accordance with the Contract.

If the Contractor fails to pay to the Member the a

m ount to which he/she is entitled
under the Dispute Adjudication Agreement, the Employer shall pay the amount due to
the Member and any other amount which may be required to maintain the operation
of the DAB; and withou
t prejudice to the Employer's rights or remedies. In addition to

all other rights arising from this default, the Employer shall be entitlecJ to
reimbursement of all sums paid in excess of one-half of the
s e payments, plus all costs

of recovering these sums and fi nancing charges calculated at the rate specified in
Sub -Clause 1 4. 8 of the Conditions of Contract.

If the Member does not receive pay

m ent 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 his/
h er appointment by giving
notice to the Employer and the Contractor. T
h e notice shall take effect when received
by them both. Any such notice, shall be final a
n d binding on the Employer, the
Contractor and the M ember.

66

FtDIO 1 999

Conditions of Contract for Plant and Design-Build

If the Member fa S to comply With any obligation under Clause 4 he/she shall not be

Defau lt of the M em ber

entitled to any fees or expenses hereund er and shall, without prejudice to their other
rights, reimburse each of the Employer and the Contractor for any fees and expenses
received by the M ember and the Other Members (if any), for proceedings or decisions
(if any) of the DAB which are rendered void or inef
fective.

D isputes

Any dispute or claim arising out of or in connection with this Dispute Adjudication

Agreement, or the breach, termination or invalidity thereof, shall be finall y settled under
the Rules of Arbitratio n of the I nternati onal Chamber of Comm erce by one arbitrator

appointed in accordance with these Rules of Arbit ration.

eeneraJ CondiSol s

@ epic 1

67

An n ex

P ROC E D U RAL RU LES

The Employer and t he Contractor shall furnish to th e DAB one copy of all documents

LU

which the DAB may request, including Contract documents , prog ress reports,
variation instructions , certifi cates and othe r d ocuments pertinent to th e matter in

0
Z

dispute. All communications between the DAB and the Employer or the Contractor
shal l be copied to the other Party. If th e DAB comprises th ree persons, the Employer
and the Contractor shall send copies of these requested docu ments and these
communications to each of th ese persons .

co

o
LL

T e DAB shall proceed i n accordance with Sub-Clause 20 . 4 an d these Rules . Su bject

h
to th e time all owed to give notice of a decision and oth er relevant factors, the DAB
shal l :

(a)

act fairly and impartially as bet

ween the Em p loyer and th e Contractor, givin g
each of them a reasonable oppo r
t unity of putting his case and re
s pond ing to

the other's case, n

ad

(b)

adopt procedures suitable to the dispute, avoiding unnecessary delay or

expense.

T e DAB may conduct a he

h
a dng on the dispute , in which event it will decide on the date
n d place for the he
a
a ring a
n d may request that written documentation and arguments

from the Employer and the Contractor be pre

s ented to it prior to or at the heariog .

Except as otherwise ag reed in writing by the Employer and th e Contractor, the DAB
shall have power to adopt an inquisitoria
l procedure, to refuse adm ission to hearings
or aud ien ce at hearings to any persons oth er than representatives of the Employer, the
Contractor end the Eng ineer, and to proceed in the absen ce of any party who the DAB
is satisfi ed received notice of the hearing ; but shal l have d iscretion to decide wh ether
and to what extent this power may be exercised .

h e Employer and the Contractor empower the DAB , among other things, to :
T

(a)
(b)

establish the procedure to be appl ied i n decid ing a dispute,

decide u pon th e DAB ' s own ju risdiction , and as to the scope of any d ispu
te

(c)

conduct any h earing as it thin ks fi t , not being bou nd by any ru les or procedures

(d)
(e)
(f)

take the initiative in ascert aining the facts a

n d matters required for a decision,
make use of it s own specialist knowledge, if any,
decide upon th e payment of fi nancing charges in accorda
n ce with the

(g)

decide upon any provisional relief such as interim or conservator

y measures ,

(h)

open up, review and revise any cert ificate, decision , determination, instruction ,
opinion or valuation of the Engineer, relevant to th e dispute.

referred to it,

other than those contained i n the Contract and these Rule

s,

Contract,
and

T e DAB shall not express any opinions duri ng any hearing concerning the merits of
h
any arguments advanced by the Par
t ies. T
h ereafter, the DAB shall ma
k e and g iv e
notice to its decision in accordance with Su b - Clause 20 .4 , or as other
w ise ag reed by

th e Emp loyer and the Contractor in wri t ing . If the DAB compri ses three persons :
68

@ FI DIC 1 999

Condfii ons of Con tract for Plant an d Deskjn* Bu E] d

(a)
(b)

(c)

it shall convene in private after a hearin g , if any, in order oto have d iscussions
and prepare its decision ;
it shall en deavour to reach a unanimous decision : if this proves im possibl e, the
appl icable decision shatl be made by a majority of the Members, who may
require the minority Member to prepare a written report for submission to the
Em ployer and the Contractor; an d
if a Mem ber fai ls to attend a m eeting or hearing , o r to fu lfi l any required function,

the other two Members may never

t heless proceed to make a decision , unl ess:
(i)
either the Em ployer or the Contractor does not agree that they do so , or

(ii)

the absent Member is the chairman an d he/she i nstructs the other

Mem ber to n ot make a decision .

r . . . .. .

r
L

E
[

[ CO

Gene aJ Conditions

F1DEC 1 999

69

I N D EX O F S U B - C LAU S ES
Sub -Clause

Accepted Contract Amount , Sufficiency of the

Access after Taking Over, Right of
Access for I ns pection

4. 1 1

Page
15

1 1 .7

36

7 .3

25

Access Route

4. 1 5

17

Access to the Site, Right of

2. 1

Additional Facilit ies

4. 1 3

Add resses for Com munications

1 .3

20 .2

61

1 3.8

40

1 3 .7

40

1 4.2

42

Adj ud ication Board

Adjustments for Changes in Cost
Adjustments for Changes i n Legislation
Advance Payment
Agreem ent, Contract
Amicable Settlem ent

Ap proval of Contractor' s Docu ments

Approvals , Permits, Licences or
Arbitration

As- Built Documents

Assignment
Assistance by the Emp loyer
Assistants, Eng ineer 's
Authorities, Delays Caused by
Avoidance of i nter
ference

16

1 .6

20 . 5

62

5.2

20

2.2

20 . 6

62

5 .6

22

1 .7

2.2

3.2

10

8 .5

29

4. 1 4

16

Care of the Works

1 7.2

52

Certi
i cate , Appl ication for Final Payment
f

1 4. 1 1

46

1 4. 1 3

47

Certifi cate , Final Payment

Cer
t ifi cate , Per
formance
Cer
t ifi cate, Taking-Over

Cert ificates , Application for I nterim Payment

Certifi cates, copies to be sent
Cer
t ifi cates, Interim Payment
Claims, Employer' s

1 1 .9

36

1 0. 1

32

1 4. 3

43

1 .3

1 4.6

45

2 .5

Claims Procedure

20 , 1

59

Clearance of Site after Per

formance Certifi cate

1 1 .1 1

36

Clea
rance of Site af
t er Taking-Over Cer
t ifi cate

4. 23

19

Commencement of Works

8. 1

27

Communications

1 .3

Commu nications , La
n g uage for

1 .4

Compl etion of Outstand ing Work and Remedying Defects

Completion , Statem ent at
Completion , Ti me for
Cond itions, Unforeseeable Physical

1 1 .1

34

1 4. 1 0

46

8.2

28

4. 1 2

16

Contract Price, The

1 4. 1

42

Contractor to Search

1 1 .8

36

Contractor's Claims

20 . 1

59

Contractor' s Design O bligations

5.1

20

Contractor ' s Docu ments

5.2

20

Contractor's Docu ments , Em ployer' s Use of

1 .10

Conf
i dential Details

@ F I DI C t 999

1 .1 2

Contractor's Entitlement to Suspend work

Contractor' s
Contractor's
Co ntractor's
Contractor' s

Equipment
General Obligations
Uabil ity, Cessation of
Liab i l ity, Limitation of

4. 1 7

17

4. 1

11

2 .5

1 7.6

54

9.1

31

Contractor' s Obligations : Tests on Completion

Contractor' s Operations on Site

4 . 23

19

6.9

24

Contractor's Personnel and Equipment , Records of

Contractor' s Representative
Contractor' s Su peri ntendence

6. 1 0

25

4.3

13

Contractor' s Personn el

Contractor' s Undertaking
Co-operation

Cost , Adjustments for Changes in

Currencies for Payment of Vari ations

Currencies of Payment

DAB - see Dispute Adjudicatio n Board

Data on Con ditions at the Site

Daywork

Defau lt of Contractor, Notice of

Defau lt of Contractor: Termination

6.8
5 .3

'

24
22

4.6

13

1 3.8

4O

! 3 .4

39

1 4. 1 6

48

4. 1 0

1 3.6

1 5. 1
1 5 ,2

15
40
48
48

1 6. 1
! 6.2

5O

1 1 .4

35

1 1 .1
1 1 .8

34

8.7
8.5
3.2
5.8
5.1

29

Discharge
Disorderly Conduct
Dispute Adjudication Board, Appointment of the
Dispute Adjudication Board, Failure to Agree
Dispute Adjudication Board's Appointment, Expiry of
Dispute Adjudication Board' s Decision, Failure to Comply wit h
Dispute Adjudication Board's Decision , Obtaining
Disputes, Amicable Settlement of
Disputes, Arbit ration of
Dispu
t es, Failure to Comply wit h Dispute Adjudication

1 4. 1 2
6. 1 1
20.2
20.3
20.8
20.7
20,4
20.5
20.6

47

63

Disputes: Obtaining Dispu

te Adjudication Board 's Decision

20 . 7

20.4

Default of Employer: Entitlement to Suspend Work

Default of Employer: Termination
Defective Work, Removal of

Defects, Failure to Remedy

Defects Notifi cation Peri od , Extension of

Defects, Remedying of
Defects, Searching for Cause of
Defi nit ions

Delay Damages
Delays Caused by Au
thorities
Delegation by the Engineer
Design Error
Design Obligations, General

Determinations by the Engineer

Board ' s Decision on

Documents, As-Built
Documents, Ca
re and Supply of
Documents, Contractor's
Docu ments , Contractor's Use of Employer's
Documents, Employer's Use of Contractor's
Documents , Pri ority of
Efectricity, Water and Gas
ii

5O

1 6. 1

@ FlDiC 1 999

51

1 1 .5

35

1 1 .3

35

1 .1

3.5

36
1
29

10
23
20
! 1
25
61
61
63
63
62
62
62

62

5 .6
1 .8
5. 2
1 .1 1
1 .1 0
1 .5

22

4. 1 9

18

6
20
7
7

Electronic Transmission of co m mu nications

Em ployer' s Claims

Employer's Claim s: Currencies of Paym ent

Employer's Documents , Contractor' s Use of

Employer's Entitlement to Termination
Employer's Equip ment and Free- issue Material
Employer's Financial Arrang ements
Employer' s Liabil ity, Cessation of
Employer' s Personnel
Em ployer' s Requirements, Errors in
Emp loyer' s Risks
Em ployer's Risks , Co nsequences of
Engineer, Delegation by the
Engineer, Instructions of the
Engineer, Replacement of
Engi neer to act for the Employer
Engineer's Determinations
Engineer' s Duties and Authority

o 1 .3 -

2.5

1 4. 1 5
1 .1 1
1 5 .5
4. 20
2 .4
1 4. 1 4
2 .3

48
7
50
18
9
47
9

1 .9

1 7.3

53

1 7.4

53

3.2

10

3.3

11

3 .4

11

3.1

10

3 .5

11

3. 1

10

Environ ment, Protection of the

4. 1 8

17

Error by Contractor

5.8

23

1 ! .3

35

8 .4

28

1 2 .4

38

9.4

32

Extension of Defects Notification Period

Extension of Time for Completion

Fai lure to Pass Tests after Completion

Fai lure to Pass Tests on Completion
Final Paym ent Certifi cate, Application for
Final Paym ent Cer
t ifi cate, Issue of
Finances , Employer' s
Force Majeure Af
fecting S ubcontractor

Force Majeure, Conseq uences of

Fo rce Majeu re, Definition d

1 4. 1 1

46

I 4. 1 3

47

2 .4

. 9

1 9. 5

58

1 9, 4

58

1 9. 1

57

Force Majeu re, Notice of

Force Majeure: Optional Termination

1 9.2

58

1 9 .6 -

59

Frustration of th e Contract

1 9 .7

Fossils

4. 24

20
59

Gasl Electri city, Water a

nd

4. 1 9

18

Goods , Tra
n sport of

4. 1 6

17

Health and Safet

y

6, 7

24

17.I

52

7.3

25

I ndemnities

I nspection
Instructions of the Engineer
I nsu ra
n ce against I njury to Persons and Damage to Property

3 .3

11

1 8.3

57

1 8 .4

57

1 8.2

55

1 8. 1

54

I ntel lectual Property Rights, Claims for Infri ngement of

Intel lectual Property Rights in Contractor' s Documents
intel lectual Property Rights in Employer' s Documents

1 7.5

53

I nterim Paym ent Cer

t ifi cates, Appl ication for
I nteri m Payment Cer
t ifi cates , Issue of
I nterpretation

1 4.3

43

1 4.6

45

1 .2

Insura
n ce for Contractor' s Personnel

Insurance for Works and Contractor' s Equ ipment

. Insurances, General Req uirements for

I nterference, Avoidance of
I nterference with Tests on Com pletior

F] DIO 1 999

1 .10

1 .1 1

4. 1 4

16

1 0.3

34

iii

Joint and Several Uab ility

1 .14

Labour, Engagement of Staf

f and

6. 1

23

6.6

24

1 .4

1 .4

Labou r, Facilities for Staf

f and
Lang uag e
Law, Governing
Laws, Compliance with
Laws , Labour

Legislation, Adjustments for Changes in

Uabil ity, Cessation of Contractor' s
Liabi l ity, Cessation of Em ployer' s
Uabi l ity, Joint and Several
Uabi lity, Limitation of
Uability Unaffected by Insurances
Lica
n ces or Ap provals, Permits ,
Manner of Execution

Manuals , Operation and Maintenance

Materials in Event of Suspension , Payment for
Materials , Ownership of
Materials, Payrfl ent for U nfixed
Materi als supp l ied by the Employer

6 .4

23

1 3.7

4O

2 .5
1 4. 1 4
1 .1 4

47
8

1 7.6

54

1 8.1

54

2 .2

7. 1

25

5 ,7

23

8. 1 0

30

7 .7

27

1 4.5

44

4 .20

18

Nominated Su bcontractors

4 .5

I3

Notice of Intention to Deliver

Notice to Correct

4. 1 6

Notices , Addresses for

17

1 5.1

48

1 .3

O bligations, af
t er Performance Certifi cate
Obligations, Contractor' s General
Operation and Maintenance M anuals

1 1 .10

Paym ent

36

4. 1

11

5 .7

23

4 .6

I3

1 4,7

45

1 6, 4

51

1 5.4

49

1 4. 1 5

48

1 4.8

46

Payment for Plant a

n d Materials for the Works
Payment in Applicable Cu rencies
Payment to Contractor after Force Majeure

1 4.5

44

1 3 .4

39

Performance Certifi cate

Performance Security

Other contractors

Payment after Termination by the Contractor

Payment after Termination by the Employer
Payment , Currencie
s of
Payment, Delayed

Payments , Schedule of

Permits , Lica
n ces or Approvals

Personn el and Eq uipment, Records of Contractor ' s

Personnel , Contractor's
Personnel , D isorderly Conduct by

Personnel , Em ployer' s
Person nel , Insurance for Contractor' s
Person nel , Training of
Persons in the Service of Employer
Plant a
n d Materials for the Works, Paym ent for
Plant and Materials i n Event of Suspension , Payment for
Pla
n t and Materials, Ownership of
P rog ramme

IV

1 .13

F1 DIC 1 999

1 9 .4

58

1 4.4

43

1 1 .9

36

4, 2

12

2. 2
6. 1 0

25

6 .9

24

6. 1 1

25

2.3

1 8 .4

57

5 .5

22

6.3

23

1 4 .5

44

8. 1 0

30

7 .7

27

8.3

28

Progress, Rate of
Prog ress Reports

8.6
4.21

Provisional Su ms

29

18

1 3. 5

39

Qual ity Assurance

4.9

15

Records of Co ntracto r' s Person nel and Equipment

Reg ulations and Laws , Com pliance with
Reg u lations, Tech nical Standards and
Rejection

6. 1 0

25

Release fro m Performance under the Law

Rem edial Work

Remedy Defects, Failu re to

Remedying Defects
Remedyi ng Defects, Cost of
Removal of Contractor 's Equ ipment after Termination
Replacement of the Engineer
Reports on Progress
Representative, Contractor' s
Representative, Engineer' s

Re
s ponsibility for the Works

Respo nsibility Unaf

fected by Eng ineer' s Approval
Resumption of Work af
t er Suspension

1 .1 3

5 .4

22

7.5

26

1 9. 7

59

7 .6

27

1 1 .4

35

1 1 .1

34

1 1 .2

34

! 6.3

51

3.4

11

4 .2 1

18

4.3

13

3 .2

10

4. 1

11

3.1

10

8.1 2

31

Retention , Deduction of

1 4. 3

43

Retention Money, Payment of

Retesting af
t er Fai lure of Tests
Retesting after Fai lu re of Tests
Right to Vary
Rights, Intel lectual Property, in
Rights , Intellectual Property, in
Rights of Way and Faci l ities
Rights , Patent
Risks, Em ployer ' s
Royaltie
s

14 9

46

1 2.3

37

9.3

32

1 3. 1

38

after Co m pletion
on Completion

Contractor' s Documents
Employer' s Documents

Safet
y and Health
Safet
y Procedures
Sam ples

Schedu le of Guarantees

Schedule of Payments
Search , Contractor to
Secu rit
y, Per
formance
Setting Out
Site , Clea
r ance of
S ite, Contractor' s Operations on

1 .10

1 .1 1

4. 1 3

16

1 7.5

53

1 7.3

53

7 .8

27

6.7

24

4.8

14

7 .2

25

9. 1

31

1 4.4

43

1 1 .8

36

4 .2

12

4. 7

14

1 1 .1 1

36

4. 23

19

Site Data

4.1 0

15

Site, Rig ht of Access to the

.Site, Securit
y d the
Staf
f and Labour, Engagem ent of
Staf
f an d Labour, Facilitie
s for
Standards and Reg ulations, Technical
Statem ent at Completion

2. !

5 .4

22

1 4. 1 0

46

Statement, Final

1 4. 1 1

46

Statement, I nterim

1 4.3

43

Statutes , Regu lations an d Laws, Compliance with

Subcontractor, Force Majeu re Af
fecting
FI DI C 1 999

4 . 22

19

6. 1

23

6. 6

24

.13
1 9.5

8
58
V

Su bcont ractors
Subcontractors , nominated

Superintendence, Contractor' s
Su rfaces Requiring Reinstatement
Suspension , Consequences of
Suspension due to Employer' s Default
Suspension of Work

Suspension , Payment for Plant and Materials in Event of

Suspension , Prolonged
Suspension , Resumption of Work after
Taking Over ef Parts of the Works
Taking Over of the Works and Sections
Taking Over: Surfaces Requiring Reinstatement
Technical Standards an d Reg u lations
Termination by the Contractor

13

13

6.8

24

1 0.4

34

8.9

3O

1 6. 1

5O

8.8

3O

8. 1 0

3O

8. 1 1

3O

8. 1 2

31

1 0 .2

33

1 0. 1

32

1 0 .4

34

5 .4

22

1 6.2

51

Termination by the Contractor, Payment after

1 6 .4

51

Termination by the Employer

1 5.2

48

Termination by the Employer, Optional

Termination by the Employer, Payment after :

1 5.5

5O

1 5 .4

49

Ter
m i nation , Optional : af
t er Force Majeure
Termination , Optional : at Employer' s Convenience

1 9.6

59

1 5 .5

5O

1 5 .3

49

Ter
m ination : Ce
s satio n of Work

1 6.3

51

Term ination , Valuation at Date of

Te
s ti ng
Tests after Completion
Te
s ts af
t er Completion , Delayed
Tests after Completion , Fail u re to Pass
Tests af
t er Completion : Retesting
Te
s ts , Fur
t her
Tests on Compl etion
Tests on Compl etion , Delayed

Tests on Compl etion , Failu re to Pass

Tests on Compl etion , I nterference with

7 .4

26

1 2. 1

37

1 2.2

37

1 2.4

38

1 2.3

37

1 1 .6

35

9. 1

31

9 .2

31

9 .4

32

1 0.3

34

Th ird Party I nsu rance

Time for Completion

1 8 .3

57

8 .2

28

8 .4

28

Time for Payment

Training

1 4. 7

45

5.5

22

4. 1 6

17

Time for Completion , Extension of

Transpor
t of Goods
Tri buna
l , Ap pointm ent of Dispute Adjudication Board

vi

4.4

4.5

20 . 2

61

Unforeseeab le Physical Conditions

Unfulfilled Obligation s

4, 1 2

16

1 1 .10

36

Valuation at Date of Term i nation

1 5 .3

49

Va
l ue Engineering

1 3 .2

38

Var
i ation Procedure

1 3.3

39

Variations

1 3. 1

38

Variations : Applicable Currencies

1 3.4

39

Wages and Condit ions of Labou["

6.2

23

Water a
n d Gas

4. 1 9

18

Working Hours
Works and Contractor's Equi pment , insurance for
Wor
k s, Contractor' s Care of the

6.5

23

1 8.2

55

1 7.2

52

bq D IO 1 999

GENERAL CONDITIONS

G U I DAN CE FO R TH E
P RE PARATI ON O F

PARTIC U LAR CO N D ITI O N S

Co n d itions of Contract

FO R M S O F LETTE R O F

for P LANT and Desi g n - B u i ld

T E N D ER , CO NTRACT
AG R EEM ENT AN D

D I S P UTE ADJ U D I CATI O N

FO R ELECTR I CAL A N D M EC HAN I CAL WO R KS

AN D FO R B U I LD I NG AN D EN G I N E E R I N G
WO R KS D ES I G N E D BY TH E CO NTRACTO R

AG R E EM ENT

Guidance for the Preparation of Particular

Co nd itions

F EDERATION I NTERNATIO NALE DES I NG E NI EU RS- CO NSEI LS

INTERNATIONAL FED E RATIO N OF CO NS ULTI NG ENG I N EE RS
I NTE RN ATIONAL E VERE INIGUNG B ERATEN DER I NG E N I EU RE
F EDERAC I O N I NTER NAC I O NAL D E I NG EN I EROS CO NSO LTO R ES

FI DIC

G u i d an ce

for the Preparation of Particu lar Cond iti ons

CO NTE NTS

I NTRO D UCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
NOTES O N TH E P RE PARATI O N O F TEN DE R DOC U M E NTS . . . . . . . . . . . . . . 3

General Provisions

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

The Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

h e Engineer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
T

h e Contractor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
T

Desig n . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Staff and Labou r . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 O

Plant, Materials an d Workmanship . . . . . . . . . . . . . . . . . . . . 1 0

Com mencement , Delays and S uspension . . . . . . . . . . . . . . 1 1

Tests on Co mpletion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1

10

Employer's Taking Over . . . . . . . . . . . . . . . . . . . . . . . . . . . . t 2

11

Defects Uabi lity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2

12

Tests after Completion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2

12

Variations and Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . 1 2

14

Contract Price a
n d Payment . . . . . . . . . . . . . . . . . . . . . . . . 1 3

15

Termination by Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . I 9

16

Suspension and Termination by Contractor . . . . . . . . . . . . . . 1 9

17

Risk a
n d Responsi bility . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 9

18

Insu rance' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

19

Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

20

Claims Disputes and Arbitration . . . . . . . . . . . . . . . . . . . . . 20

AN N EXES

FO RM S O F SEC U RITY . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

G u id ance for th e Preparati o n of Particu lar Co nd itions

I NTRO DU CTI O N
Th e terms of the Cond itions of Contract for Plant and Desig n- B ui ld have been prepared by the

O3

F6d@ation Internationa
l e des Ing nieurs- Oonseils (FI DIC) and are recommended for general use for

8C

the procurement (including design , manufacture, deliv ery and installation) of plant, and for the
design and execution of building or engineering works, where tenders are invited on an international

basis . Mod ifications to the Conditions may be required in som e legal jurisdictions, particu larIy if they
are to be used on domestic contracts.

Under the usual arrangements for these types of contract, the Contractor is responsible for the

design and provision, in accordance with the Employer's requirements, of plant and/or building
and/or eng ineering works .

The guidance hereafter is intended to assist writers of the Particular Conditions by giving options
for various sub-clauses where appropriate . As far as possib le, exampIe wording is i ncluded ,
between lines . In some cases , h owever, only an a
l de- memoire is given .

Before incorporating any example wording, it must be checked to ensure that i t is wholly suit able
for the particular circumstances. Unless it is considered suitable, example wording should be
amen ded before use.

Where e <ample wording is amended , and in a

l l cases where other amendments or additions are
made, care must be taken to ensure that n o am biguity is created, either with the Ge neral Conditions
or bet
ween th e clauses in the Par
t icu lar Cond itions .

In the preparation of the Conditions of Contract to be included in the tender documents for a

contract, the fo llowing text can be used :

The Conditions of Contract comprise th e " Gen eral Conditions " , which form par
t of the

"Con ditions of Contract for Plant and Design -B uild" First Edition 1 999 published by the
F6d@ation I nternational e des Ing nieu rs-Conseils (FIDIC) , and the fol lowing " Par
t icu lar
Conditions " , which include am end ments and additions to such General Conditions .

h ere are no Sub -Clauses in the General Cond itions wh ich req uire data to be included in the
T

Par
t icular Conditions . As noted in sub -parag rap h (ii) of the Foreword , th e General Conditions refer

to a
n y riecessar
y data being contained in the Appendix to Tender or (for technical matters) in the
Employer' s Requ irements.

FIDIC has published a document entitled "Tendering Procedure" which presents a systematic
approach to the selection of tenderers and the obtaining and evaluation of tenders; the second
edition was published in 1 994. The document is intended to assist the Employer to receive sound
competitiv e tenders with a minimum of qualifi cations. FIDIC intends to update Tendering Procedure
and to publish a guide to the use of these Conditions of Contract for Plant and Design-Build.
2

FIDtC 1 999

* LU C
Z2
wC

N otes on the P reparatio n of Te nd er Doc u me nts

The tender docu ments should be prepared by su itably- qual ifi ed en gineers who are fami l iar wit h the
tech n ical as pects of the required works , and a review by su itably-qua
l ifi ed lawyers may be

advisab le . The tender documents issued to tend erers wi l l consist of the Conditions of Contract , the

Employer' s Requirements, and the Letter of Tender a

n d Schedules for completion by the Tenderer.

I n addition , each of the "renderers sho uld receive the data referred to in Su b -Clause 4 . 1 0, and th e
I nstructions to Ta
n d erers to advise them of any matters which th e Employer wishes them to include

in their Proposal but which do not form part of the Employer's Requirements for the Works. When
the Employer accepts the Let
t er of Tender, the Contract (which then comes into full force and ef
fect)
includes the accepted Proposal and comp leted Schedules .

The Employer's Requirements should specify the particular requirements for the completed Wdrks,

including functional requirements, quality and scope, and may require the Contractor to supply

certain items, such as consumables which could be listed i n a Schedule. The mat
t ers referred to in
some or al l of the following Sub-Clauses might be included:
1 .8
Num ber of copies of Co ntractor' s Docum ents
1 .13
Permissions bei ng obtai n ed by the Em ployer
2. 1
Phased possession of foundations, structu res , p lant or means of access
4. 1
I ntended purposes for which the Works are required
4.6
Oth er contractors (and others) on the Site
4.7
Settin g-out points, l ines and levels of reference
4. 1 4
Third partie
s
4. 1 8

Environmental constraints

4. 1 9

Electricit
y, water, gas and other services available on the Site
Employer' s Equipment a
n d free- issue material

4 . 20
5. 1

5 .2
5 .4
5.5
5.6
5.7

Criteria for desig n personnel

Contractor's Docu ments req uired , an d wheth er for approval
Technical sta
n dards and buil ding regulations

Operational tra
i ning for the Em ployer' s Person nel
As- bu ilt d rawings and oth er records of the Works
Operation and maintenance manuals

6.6

Facilitie
s for Personnel

7.2

Samples

7.4

9. 1
9 .4
1 2.1
1 2 .4

1 3 .5 .

Testing du ri ng manufacture and/or constr

u ction
Tests on Completion
Damag es for failure to pass Tests o n Completion
Tests after Completion
Damages for failure to pass Tests af
t er Comp letion
Provisional Sums

Many Sub-Clauses in the General Conditions make reference to data being contained in the
Appendix to Tender, providing a convenient location for the data which is usually required . The
exa
m ple for
m in this publication thus prov
i des a check-list of the data required; but there is no
in dication , either i n the General Cond itions or in the examp le Appendix to Tender, that this data is
eit her prescri bed by th e Em ployer or inser
t ed by the Tenderer. T
h e Emp loyer should prepare the

Appendix to Tender, based on this example form , with the elements completed to the extent of his
requ irements .

F1 DiO 1 999

O3
I
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Jo
LU O

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The Employer may also require other data from Tenderers, and include a questionnaire in the

LU O

(D O

Schedules .

The Instructions to Tenderers may need to specify any constraints on the comp letion of the

Appendix to Tender and/or Schedules, and/or specif

y the extent of other information which each

Ten derer is to include with his Tender. If each Tenderer is to produce a parent company g ua
r antee

and/or a tender security, these requirements (which apply prior to the Contract becoming effective)

should be included in the In structions to Tenderers : example forms are n

a nexed to th is document
as An nexes A and B . T
h e Instructions may include matters referred to in some or all of the following
Sub-Clauses :
4.3

3
O

Contractor ' s Representative (name and curricu lum vitae)

12.1

Qualit
y Ass ura
n ce system
Tests on Co mpletion
Tests after Com pletion

18

Insurances

2O

Resolution of disputes

4. 9
9.1

A design-build contract may constitute a turnkey contract and include design, construction,
fi x
t ures, fitt ings and equipment (f.f.e.), the scope of which should be defi ned in the Employer' s
Requirements. Full consideration should be given to detailed requirements, such as the extent to
which the Works are to be fu lly eq uipped , ready fo r operatio n , with spare parts and consumables

provided for operation (for a specifi ed period), t

y pically by the Employer. In addition, the Contractor
may be required to operate the Works, eit her for a few months' trial operation under Sub-Clause
9 . 1 (c) , or for some years ' operation.

Understandably, tenderers are oft en reluctant, in the face of intense competition, to incur great

expense in the preparation of tender designs. When preparing the Instructions to Tenderers,
thought should be given as to the extent of detail which tenderers can realistically be expected to
prepare and include in their Proposals. The extent of detail required should be described in the

Instructions to Tenderers. Note that there can be no description in the documents which will

constitute th e Contract, which only comes into full force and ef

fect when a ten derer's Proposal is
accepted .

Consideration may be given to offering some remuneration to tenderers if, in order to provide a

responsive Tender, they have to undertake studies or carry out design work of a conceptual nature.

RDIC 1 999

C lause 1

G eneral Provisio ns

S u b- Clause 1 . 1

Defin itio ns

It may be n ecessary to amend some of the defi nit ions . For example:
1 . 1 .3 . 1
1 . 1 . 4. 6

1 . 1 . 4 .8
1 . 1 .6.2

the Base Date could be defi ned as a particular calendar date

one particular Foreign Currency may be required
a different cu rrency may be req uired to be the contract Local Currency
the references to "Countr
y " may be inappropriate for a cross-border Site

Su b- C lause 1 .2

I nte rpretati o n

If the references to "profit " are to be more precisely specified , this Su b-Clause may be vari ed :
EXAMPLE

At the end of Sub-Clause 1 . 2 , inser

t:

In th ese Conditions, provisions including th e expression "Cost plus

reaso nabl e profi t " req uire th is profi t to be one-twentiet h (5%) of this
Cost.
Su b- Clause 1 .5

Prio rity of Doc uments

An order of precedence is usually necessar

y, in case a confl ict is subsequently fou nd among th e
contract docum ents . If n o order of precedence is to be prescribed , this S ub-Clause may be
varied :

EXAM PL
E

:.

Delete Sub-Clause 1 , 5 an d substit ute :

The documents forming the Contract are to be taken as mutually

exp lanator
y of one another. If an ambig uity or discrepancy is found , the
priori ty shal l be such as may be . accorded by the governing law. The
Eng ineer has au
t hori t
y to issue any instruction which he considers
necessar
y to resoive an am big uity or discrepancy.
S u b -Cl ause 1 .6

Contract Ag reement

The form of Ag reement shou ld be included in the tender docum ents as an annex to the Particular
Conditions : an examp le form is included at the end of this publication. If lengthy tender negotiations
were necessar
y, it may be considered advisable for the Contract Agreement to record the Accepted
Contract Amount, Base Date and/or Commencement Date . Entr
y into an Agreement may be
necessar
y under ap plicable law;
S u b - C lause 1 . 1 0

Em ployer' s Use of Contractor's Do cuments

Additional provisions may be required , if all rig hts to particular it ems of comp u
t er software (for
example) are to be assigned to the Employer. The provisions should take account of the appl icable
Laws .

Su b-Clause 1 . 1 3

Compliance With Laws

For a p lant contract , alternative arrang em ents may be ap propri ate:

EXAMPL
E SUB-CLAUSE FOR A PLANT CONTRACT
Inser
t at the end of Sub-Clause 1 . 1 3 :
@ F]DIC 1 999 except: examp!e text between ines may be copied

However, th e Contractor shall su b mit, in good time, th e details of Goods

to the Employer, who shall then promptly obtain al l import perm its o r
licences required for these Goods .

The Employer shall also obtain or g rant al l consents including permits

to -work, rig hts-of-way and approvals required for the Works .
Su b -Cl ause 1 .1 4

Joi nt and Several Li abi l ity

For a major contract, detailed requirements for the joint ventu re may need to be specifi ed . For
exam ple , it may be desirable for each member to produce a parent company g uara
n tee: an
exam ple form is an nexed to this document as Annex A.

These requirements, which apply prior to the Contract becoming effective, should be included in

the I nstructions to Ten derers. The Em ployer wil l wish th e leader of the j o int venture to b e

appointed at an early stage, providing a single point of contact thereafter, and will not wish to be

i nvolved in a dispute between th e mem bers of a jo int ventu re . The Em ployer shoul d scrut i nise the
joint venture agreement carefully, and it may have to be approved by t he project 's fi nancing
i nstitutio ns .

Add itional Sub -C l au se

D etai ls to be Confidential

If confi dentiality is required, an additional sub-clause may be added:

EXAM PLE SUB-CLAUSE

The Contractor shall treat the deta

i ls of the Contract as private and
confi dential , except to the extent necessary to carry out obligations
under it or to comply with ap plicable Laws . T
h e Contractor shall not

pu blish , permit to be pub lished , o r disclose any particulars of the Works

in a
n y trade or tech nical paper or el sewhere without the previous
ag reement of the Employer.

Clause 2
Su b-Cl au se 2. 1

The Em p loyer
Right of Access to th e Site

It may be essential for the Contractor to have early access to the Site for the p urposes of surve
and sub-s urface investigations, tf ri ght of access cannot be granted, both early and thereafte r
excl usively, details shou ld be g iven in the Employer ' s Requ irements .
Su b -Cl au se 2. 3

Em ployer's Person n el

These provisions should be refl ected in the Employer's contracts with any other contractors on the
Site.

Cl ause 3
Su b -Cl ause 3.1

Th e E n g i neer
En g in eer' s D uties and Authority

Any requirements for Employer's approval should be set ou

t in the Part icular Conditions:
EXAMPLE

T e Engi neer shall obtain the specifi c approval of the Employer before
h
taking action un der the following S u b-Clauses of these Cond itions:

RDIC I 999 except: example text bebtzeen lines may be cop ed

(a)

Sub-Clause

**

(b)

Sub- Cl ause

**

** (insert nu mber; describe action , unless al l require approval)

Th is list should be extend ed or reduced as necessary. If the obligation to obtain the app roval of the

Em ployer only applies beyon d certain li m its , financial or oth erwise, the example word ing shou ld be

varied .

Ad d itio n al S u b-Cl ause

M anagement M eetings
l

EXAMPLE SU B-CLAUSE

The Engineer or the Contractor's Representative may require the other

to attend a management m eeti ng in order to review the arrangements for
future work. T
h e Eng i neer shall reco rd th e business of man ag eme nt
meetings and supply copies of the record to those attending the meeting
and to the Employer. In the record , responsibi l ities for any actions to be

taken shall be in accordance with the Contract.

C l au s e 4
S u b -Cl ause 4. 2

T h e Co ntractor
Pe rfo rman ce S ecu rity

The acceptabl e form(s) of Per

formance Secu rity shou ld be included in the tender documents ,
annexed to the Par
t icular Co nditions . Example forms are ann exed to this docum ent as Annex C
and A
n nex D . T
h ey incorporate two sets of U n ifor
m Rules publis hed by the Internation al Chamber
of Com merce (the I CC, which is based at 38 Cours Alber
t l er, 75008 Paris, France) , which also
m Ru les. T
h ese examp le forms and the wording of the Sub-Clause
publishes guides to these U nifor
may have to be amended to com ply with applicable law.
EXAM PL
E

At the end of the second parag raph of Sub -Clause 4. 2 , insert:

If th e Per
forman ce Secu rity is i n the form of a ban k g uarantee , it sh al l
be iss ued eith e r (a) by a ban k located in the Cou ntr
y, o r (b) directly
by a foreig n ban k acceptab l e to th e Em ployer. If the Perfo rmance
Security is not i n th e fo rm of a ban k g uarantee , it shall be fu rn is hed
by a fi nan cial entity reg istered , o r licensed to do bu s i n ess , i n th e
Countr
y.

S u b - C lause 4.3

Contracto r's Re p resentative

If th e Representative is known at th e time of subm ission of the Tend er, th e Tenderer may propose
the Representative . T
h e Tenderer may wish to propose alternatives , especially if the contract award
seems likely to be detayed . If the ruling lang uage is not the same as the lang uag e for day to day
commu nications (under Su b-Clause 1 . 4) , or if for any other reason it is necessar
y to stipulate that
the Contracto r' s Representative shall be fl uent in a par
t icu lar lang uage, one of the following
sentences may be added .
EXAMPL
E

At the end of Sub- Clause 4 . 3 , add :

T e Contractor' s Rep resentative and all t hese persons shall also be

h
fl uent in
(insert name of language)
EXAMPLE

At the end of Su b-Clause 4 . 3 , add :

F]DIC 1999 except: exampl e text belween lines may be copied

If the Contractor' s Representativ e, or these persons, is n ot fl uent in

-... . ...
(insert nam e of language) , th e Contractor shal l
make a competent interpreter available during al l working hours .

]
LU Z I
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Su b - Cl ause 4 .4

Su bcontractors

The wording in the General Conditions includes the conditions which will usually be app licable . If
less (or no) consent is required, some (or all) of sub- paragraphs (a) to (c) may be deleted , or
qualifi ed in th e Par
t icular Conditions :
EXAMPLE

S u b -Clause 4 , 8

O9

Prior co nsent shall not be req uired if the value of the subcontract is less
than one percent (1 %) of th e Accepted Contract Amount.
Safety Proced u res

If the Contractor is sharing occupation of the Site with others, it may not be appropriate for him to
provide some of the listed items. In these circumstances, the Employer's obligations should be
specified .

Su b - Cl ause 4 . 1 2

Unfores e eab le Phys ic al Co n d itions

In the case of major sub-surface works , the allocation of the risk of sub-surfe
c e cond itions is an
aspect which should be considered when tender documents are being prepared , If th is risk is to
be shared between th e parties, the Sub-Clause may be amended :
EXAM PLE

Delete sub- parag raph (b) of Su b -Clause 4. I 2 and su bstitute:

(b)

S u b-C lause 4. 1 6

payment for any such Cost,

per cent (
%)
of which shall be includ ed in th e Contract Price (the balance
... . . percent of the Cost shal l be borne by the Contractor) .

Transport of Goods

For a plant contract , alternative arrangements may be ap propriate:

EXAMPLE

I nser
t at the en d of Su b-Clause 4. 1 6 :

Th e Co ntracto r sh al l req u est the Eng i neer's perm ission to deliver any
ite m of Goo ds to t h e Site . N o Goo ds shal l b e d e livered without th is

p erm is s i o n , w h i c h s h a l l n ot rel i eve t h e Co ntracto r fro m any

o b l ig atio n .
S u b - Clause 4. 1 7

Contractor' s Eq ui p ment

If the Contractor is not to provide all the Contractor' s Equipment necessary to complete the Works ,

the Employer's ob ligations should be specified: see Sub-Clause 4. 20. If vesting of Contractor' s
Equipment is required , fur
t her paragrap hs may be added , subject to their bei ng consistent with
applicable laws:
EXAM PLE

At th e end of Sub- Clause 4 . 1 7 , add the following paragraphs:

Contracto r ' s Equi lS ment which is owned by the Co ntractor (e ither
directly or i n d i rectly) shal l be deem ed to b e th e p roperty of the

Employer with ef
fect from its arrival on the S ite . ]-his vesting of proper
ty

shal l not:

F1DIC 1 999 except: example text belween lines may be copied

(a)

. af
fect th e responsibility or liability of the Employer,

(b)

prejudice the rig ht of the Contractor to the sole use of the vested
Contractor ' s Equipment fo r th e purpose of the Wo rks , or

(c)

af
fect the Contractor 's responsi bilit
y to operate and maintain
Contractor' s Equ ipment.

The property in each item shall be deemed to revest in the Contractor

when h e is entitled either to remove it from the S ite or to receive th e

Taking- Over Certi

i cate for the Works, whichever occurs first .
f
Su b -Clause 4. 1 9

El ectri c ity, Water and Gas

If services are to be avai labl e for the Contractor to use, th e Specifi cation shou l d give details ,
including locations and prices .
S u b- Cl ause 4 .20

Em p l oyer' s Eq ui pment and Free- I ss u e Mate rial

For th is Sub-Clause to apply, the Specifi catio n should describe each item wh ich the Em ployer will
provide and/or operate an d should specify al l necessary details . With some t
y pes of facilities,
further provisions may be necessar
y, in order to clarif
y aspects such as liabilit
y and insurance.
Su b-Clau se 4,22

Sec u rit
y of the S ite

If the Contractor is sharing occupation of the Sit e wit h others, it may not be appropriate for him to be
responsible for it s security. In the
s e ci rcumstances, the Employer's obligations should be spe
c ified.

Clause 5

Design

Su b-Clause 5. 1

General Design Obl igations

The Contractor com mences by scrutinisi n g the Employer' s Req uirements , which may include an

outline desig n . Such a desig n might have been necessar

y to establish the feasibility of the project.

Tenderers sho uld be advised of the extent to which the Employer' s outline desig n is a sugg estion
or a requirement .
Su b-Clause 5.2

Contractor's Documents

h e "Contractor' s Documents" are defi ned as the do

T
c um ents which the Contractor must submi
t to

the Engi neer, as spe

c ifi ed elsewhere in the Contract , which will not necessarily include (for example)
aJl the te
c hnical documents which th e Contractor's Personnel will need in order to exe
cu
t e the Works.

T
h e Employer's Requirements should specify the extent to which Contractor's Documents are

required , which of them are req uired for approval (not just rev
i ew) , an d the submission procedures.
For example , it may be appropri ate for the Employer' s Req uirements for a plant contract to specif
y
that the Contractor's Do
c uments shall include drawings showing how the Pla
nt is to be affixed and
any other information required for:
(a)

prepari ng suitable foundations or other means of support ,

(b)

providing suita
b le access on the Sit e, for the Plant and any necessar
y equipment, to the

(c)

making necessary con nections to the Plant.

place where the Plant is to be erected , and/or

@ RD[C 1 999 except: example text between lines may be copied

O.
o9

-7

Different " review periods " may be specifi ed , taking account of the time . necessary to review the
different types of d rawing , and/or of the possibilit
y of s ubstantial submissions at particular stages

09 I
z

of the d esign-bu i ld process .

gLU ed3 li
Zz l
w O

@o l

Staf
f an d Labo u r

C l au s e 6
Su b -C lau se 6 . 5

Worki ng Ho u rs

if the Employer does not wish to specify working hours in the Appendix to Tender, or to restrict them
to the ti mes specifi ed by the Tenderer (in order to plan the Engin eer' s supervision, for example), this
Sub -Clause may be deleted .
Su b - C l ause 6 . 6

Faci l iti es for Staf

f an d Labou r

09

If the Em ployer witl make some accommodation available, his obligations to do so should be

specifi ed .

Sub-Clause 6.8

" Contractor's Superintendence

If the ruling language is not the same as the language for day to day communications (under Sub
Clause 1 .4) , or if for any other reason it is necessary to stipu late that the Contractor' s
superi ntending staf
f shall be fl uent in a part icular language, the following sentence may be added .
EXAMPLE

Insert at the end of Sub-Clause 6 , 8 :

A reasonable proportion of th e Contractor' s superintending staf

f shal l
have a working knowledge of
(insert name of language) ,
o r the Contracto r shal l have a s ufficient num b er of competent
interp reters avai lable on Sit e d uring all workin g hours.
Add iti o n al Su b- Cl au ses

Examples for possib le provisions which could be added, in order to take account of the

circumstances an d local ity of the Site, are included in FI DIC's Cond itions of Contract for
Construction .

Cl ause 7

P lant, Mate rials and Workm ans h i p

Add itio n al S u b- Cl ause

If the Contract is being fi nanced by an institutio n whose rules or policies require a restri ction on the

use of its fun ds, a fur

t h er su b -clause may be added :
EXAMPLE SUB-CLAUSE

Al l Goods shall have their orig in in elig i ble sou rce countries as defi ned i n

(insert name of published g u ideli nes for procurement) .

Goods shall be trans por
t ed by carriers from . these eligible source
cou ntries , u nless exempted by th e Employer in wri ti ng on th e basis of
10

FIDIC 1 999 except: exarap]e text beiv een lines may be copied

poter)tial excessive costs or delays. Surety, ins[jrance and banking

services shal l be provided by insurers and bankers from the eligible

sou rce countries.

C l a u se 8
S u b-C lause 8.2

Co m men ceme nt, Delays an d Suspe n si o n

11

Time for Com p letion

If the Works are to be taken-over in stages, these stages shoul d be defi ned as Sections , in the
App end ix to Tender.
S u b-C lau se 8 .7

De lay Damag es

Under many legal systems, the amount of these pre-defi ned damages must represent a reasonable

pre-estimate of the Employer's probable loss in the event of delay. If the Accepted Contract Amount

is to be quoted as the sum of fi gure

s in more than one cu rrency, it may be preferable to defi ne these
damages (per day) as the percentage reduction which would be applied to each of these fi gures , if
the Accepted Contract A
m ount is expressed in the Local Currency, the damages per day may either
be defi ned as a percentage or be defi ned as a fi gure in LOcal Currency: see Sub-Clause 1 4. 1 5(b).
Ad d itio n al Su b- Clause

Incentives for early completion may be included in the tender documents (although Sub-Clause
! 3 . 2 refers to accelerated com p letion) :
EXAMPLE SU B-CLAUSE

Sectio ns are requ ired to be comp leted by the dates g iven in the
Appen dix to Tender in order that these Sections may be occupied and
used by the Employer in advance of the com pletio n of the whole of the

Works. Details of the work re?uired to be executed to entitle the

Contractor to bonus payments an d the amount of the bonuses are
stated in the Employer' s Req uirements .

For the purposes of calcu lating bonus payments, the dates g iven in the
Ap pendix to Tender for completion of Sectio ns are fi xed . No adjustm ents
of the dates by reason of g ranting an extension of the Time for
Com pletion will be all owed .

Cl ause 9
S u b -Cl ause 9 . 1

Tests o n Co m pletio n
Co ntractor' s O b ligati o ns

The Employer 's Requirements should describe the tests which th e Contractor is to carry out before
being entitled to a Taking-Over Certifi cate. it may also be appropriate for the Contractor's Proposal
to include detail ed arrangements , instru mentation, etc. If the Works are to be tested and taken-over

in stages, the tests requirements may have to take account of the effect of some part s of the Works
being incomplete .

h e wording in the sub-pa

T
ragraPhs includes the conditions which are t
ypic
a lly applicable for a plant

contract, but otherwise may require amendment] In part icular, sub-pa

r agraph (c) refers to trial
operation, during which any product produced by the Works becomes the property of the Employer.

He thus become
s responsible for disposing of it, and entitled to retain the proceeds from selli ng it . If
the product is to be retained by the Contractor, the Sub-Clause should be amended accordingly.
RDIC 1 999 except: example text between lines may be copied

11

0E

S ub- Cl ause 9.4

co
z

Fai lu re to Pass Tests on Com p leti o n

if the reduction referred to in the fi nal paragraph, based on the extent of the failure, is to be defi ned
in the Particular Cond itio ns or in the Employer' s Requirements , minimum acceptable performance

O
LU

zZ

criteria shou ld also be specifi ed .

uJ O

C lau se 1 0
Su b-C l au se 1 0. 1

E m p l oyer' s Taki ng Over

Taki n g-Over Certificate

If the Works are to be taken -over in stages , these stages should to be defi ned as Sections, i n the

Appendix to Tender. Precise geog raphical defi nitions are advisable, and the Appendix should

include a table , so as to defi ne the aspects relating to the Retention Mo ney releases, Time for

Co m pletion and delay damages : the table is shown in the examp le Ap pend ix.

09

O
LI.

C l ause 1 1
S u b-Cl ause 1 1 . 1 0

Defects Liab i l ity

Unfu lfi l l ed Ob l igatio ns

It may be n ecessary to review the ef

fect of this Sub-Clause in relation to the period of liability
imposed by the appl icabl e law.
C l a u se 1 2
S ub- Cl ause 1 2 . 1

Tests after Co m pl eti on

P ro ced u re for Tests after Co m pl eti on

The Employer' s Requ irements should describe th e tests he req uires, after taking-over, to veri fy that
formance req uirements. For som e types of Works , these Tests may b e the
the Works fulfi l his per
most dif
i cult to specify well, althoug h they are cri tical to a successful outcome. It may be
f

appropriate for the Contractor' s Proposal to include detailed arrangements, and/or to defi ne any
instrumentation req uired, in addition to that incl uded in the Plant.

With many t
y pes of Works , it may be essential to defi ne the physical in puts, and/or for ten derers
to prescribe (in a Schedu le of Guarantees , probably) the performance criteria which their Plant will
achieve.

T e provisions in the General Cond itions are based upon the Tests after Completion being carded
h
out by the Employer and h is operating personnel , with guidance from the Contractor' s staff . If other
arrangements are envisaged, they should be specifi ed in the Employer's Requirements, and the
Sub-Clause shoul d be amen ded according ly. For example, the provisio ns in FI DIC ' s Cond itions of
Contract for EPC/Turnkey Projects are based upon these Tests being carried ou
t by the Contractor,
with the Emp loyer provid ing consumables , personnel and power.
Su b-C lause 1 2. 4

Fail u re to Pass Tests after Co mpl etio n

If the fi rst part of this Sub - Clause is to apply, the method of calculating the non-per
formance damages
(based on the ex
tent of the failure) shou ld be defi ned in the Particular C
o nditions or in the Employer' s

Requirements, and the minimum acceptable performa

n ce cri teria should atso be specifi ed .

C lause 1 3

Variati o n s an d Adj u stments

Variations ca
n be initiated by any of three ways :
12

@ R DIC 1 999 except: example text between l nes may b

e cop
i ed

(a)

the En gineer may instruct the variation un der Sub- Clause 1 3 . 1 , without p rior ag reement as

o)

the Contractor may i n it iate h is own proposals un der Sub -Clause 1 3 . 2 , which are intended to

(c)

the Engin eer may req uest a proposal under Su b- Clause 1 3 . 3 , seeking prior agreement so as
to minimise dispute.

to feasibility or price;

benefit both Parties ; or

Su b -C lause 1 3. 5

P rovision al Su ms

Altho ug h generally i napp ropriate for this type of contract, a Provisional Su m may be requ ired for
parts of the Works which are not required to be priced at the risk of th e Contractor. For exam ple ,
a Provisional Sum may be necessary to cover goods which the Em p loyer wants to select, or to deal
with a major uncertainty regard ing sub-sur
face cond itions . It is essential to defi ne the scope of eac h
Provis ional Sum (in a Schedule , probably) , since the defi ned scope will then be excluded fro m th e
other el ements d the Accepted Contract Amount. If a Provisional Su m is li kely to be valued u nder
Sub -C lause 1 3. 5(b) , th e percentage shou ld be quoted by tenderers in the Appendix to Tender.
Su b -Clause 1 3. 8

Adjustm e nts fo r Ch anges i n Cost

These provisions for adjustments may be req uired if it wou ld be u nreasonabl e for the Contractor to

bear the risk of escalating costs due to infl ation . Un less th is S ub-Clause is not to apply, the
Append ix to Tender shou ld include a table for each of the currencies of paymer t : th e appropriate
table is shown in the exam ple Appendix. Particular care should be taken in the calculation of the

weig htings/coefficients ("a" , " b " , " c" , . . . . th e total of which m ust not exceed unity) , and in the
selection and verifi cation of cost ind ices . Exper
t advice may be appropriate . For a plant contract, it
may be preferab le to adopt formulae which are more d irectly related to the timing of the costs
i ncurred by manufacturers.

C l au s e 1 4
Sub- C l ause 1 4 . 1

Co ntract Price and Payment

Th e Contract Pric e

When writing the Particular Conditions , co nsideration should be given to the amount and timing of
payment(s) to the Contractor. A positive cash fl ow is clearly of benefi t to th e Contractor, and
tendera
rs will take account of the interim payment procedures when preparing their tenders .
Normally, this t
y pe of contract is based on a lu mp su m price, with little or no remeasu rement. T
he
Contractor thus takes th e risk of changes in cost arising from his design . T
h e lum p sum price may
consist of two or more amounts, q uoted in the currencies of payment (which may, but need not,
in clud e the Local Currency) .
In ord er to value Variations , Tenders may be required to be accom panied by detailed price break

downs , including q uantities, u nit rates and other pricing information . This information can also be

useful for the assessment of interim payments. However, the information may not have been priced
competitively. Wh en the tende r documents are being prepared , the Em ployer m ust therefore d ecide
whether he wil! accept being bound by the tenderer' e breakdowns . I f not, he shou ld have ens ured

that the Engineer has the necessar

y expertise to value any Variations which may be req uired .

Additio nal Su b-Clauses may be required to cover. any exceptions to the options set Out in S ub
Clause 1 4 . 1 , and any oth er mat
t ers relating to payment .

If Su b-Clause 1 4. 1 (a) is not to apply, the method of determining the Contract Price should be defi ned
in addit ional Sub-Clauses , as envisaged in the last sentence of Sub -Clause 1 4. 1 . If paym ent for any

FI DIC 1 999 except: example text bet een lines may be copied

13

part of the Works is to be made on the basis of measurement, the part must be defi ned in the
Contract, and the following wording might be appropriate for one of the additional Sub-Clauses:

O
C

<

EXAM PLE SUB-CLAUSE FOR MEASUREMENT

(D O

h e Eng ineer shal l agree or determin e the val ue of those par

T
t s of the
Works wh ich are to be measu red , in accordance with Sub-Clause 3 . 5 .
Measurement shall be made of the net actual quantities of those par
t s,
notwithstanding local practice .

Wh en ever the Enginee r req u ires any part of th e Wor

k s to be measured ,
reasonable notice shal! b e g iven to the Contractor' s Representative, wh o
shall :

(a)

co

,9

(b)

prom ptly either attend or send another q ualifi ed re presentative to

assist the Eng ineer in maki ng the meas0rem ent , an d
su pply any particulars requ ested by the En gi neer.

If t he Contractor fails to atten d or send a representative, the

measurement made by (or on b ehalf of) the En gi neer shal l be accepted

as accurate.

Except as otherwise stated in th e Contract, wherever any Permanent

Wor
ks are to be measured by records , they shall be p repared by the

Eng ineer. The Contractor shall , as and when requ ested , attend to
examine and ag ree the records with the Engineer, and shall s ig n the
same when ag reed . If the Contractor doe
s not attend to examine and
agree these records, they shal l be accepted as accurate .

If the Contractor examines and d isag rees the records , and/or does not
sign them as agreed, then the Co ntractor shall notify the Engineer of the
respects in which the records are asser
t ed to be inaccurate . After
receivin g th is notice , the Eng ineer shall review the records and either

confi rm or vary them . If the Contractor does not so notify the Eng ineer

within 1 4 days af
t er being requested to examine the records, th ey shall
be accepted as accurate.

If S ub-Clause 1 4. 1 (b) is not to ap ply, add itional Sub -Clause(s) should be ad ded .
EXAMPLE SU B-CLAUSE ON EXEMPTION FROM DUTIES

A
l l Goods imported by the Contractor into the Countr
y shall be exempt
fro m customs and oth er im por
t duties , if the Empl oyer' s prior wri tten
approval is obtain ed for import . T
h e Employer shall en do rse the
necessar
y exemption documents pre pared by th e Contracto r for
presentation in order to clear the Goods thro ugh C ustoms , an d shal l also
provide the following exemption docum ents:

(describe the nece

s sar
y docu ments , which th e Contracto r will be unable

to prepare)

If exem ption is not then granted, th e customs duties payable and paid

shall be reimbursed by the Employer.

All im ported Goods, which are not incorporated in or expended in

connection with the Wor
ks, shall be expor
te
d on completion of t
h e Contract.
14

FIDIC 1 999 except: examp!e text beiween lines may be copied

If not .exported, the Goods will be assessed for duties as applicable to the

Goods involve
d in accordance with the Laws of the Countr
y.

However, exemption may not available for:

(a)

Goods wh ich are sim ilar to those local ly produced , u nless they are
not avai lable in suf
ficient quantities or are of a different standard to

that which is necessary for the Works ; and

(b)

any element of duty or tax inherent in the price of goods or

services procured in the Countr
y, which shall be deem ed to be
included in th e Accepted Contract Amount .

Po r
t dues , quay dues and , except as set out above, any element of ta
x
or d uty inherent i n the price of goods or services shall be deemed to be
incl uded in the Accepted Contract Amount,
EXAM PLE SUB-CLAUSE ON EXEMPT]ON FROM TAXES

Expatriate (fqra
l gn) personnel shall not be liable for income ta
x levied in

the Countr
y o n earnings paid in any foreig n cu rrency, or for inco me ta
x
levied on subsistence, rentals an d similar ser
v ices directly furnished by
the Contractor to Contractor' s Personnel , or for allowances in lieu . If any
Contractor' s Personnel have par
t of their earnings paid in the Country in

a foreig n cu rrency, they may export (after the conclusion of thei r term of

service on the Works) any balance remaining d th eir earnings paid in

foreig n cu rencies .

Tile Employer shall seek exemption for the purpose

s of this Sub-Clause. If it
is not gra
nted , the releva
n t taxes paid shall be reimbursed by the Employer.
Su b- C lause 1 4.2

Advan ce Paym ent

When writing the Particular Condit ions, consideration should be g iven to the benefits of advance
payment(s) . Unless this Su b-Clause is not to apply, the total advance pay
m ent (and the number of
instalm ents if m ore than one) must be specified in the Ap pendix to Tender. The rate of deduction for
the repayments shou ld be checked to ensure that repayment is achieved before completion . T
he
ypical fi g ures in sub-paragraphs (a) arid (b) of the General Conditions Sub- Clause are based on the
t
l advance payment is le
s s than 2 2% of the Accepted Contract Amount.
assumption that the tota
T
h e acceptable form(s) of guarantee should be included in the tender docum ents , annexed to the
Par
t icula
r Conditions: an example form is annexed to this docu ment, as Ann ex E.
If th e Contractor is to provide major items of Plant, consideration should be gi
v en to th e benefi ts of
stage payments during manufacture. T
h e Employer may consider it advisable to have some form
of securit
y, since these payments would not relate to anythi ng in his possession. If the Contractor
is to be entitled to stage payments prior to shilS ment, the tender documents may include:
(a)

provisions in the Append ix to Tender li n k!ng the timing Of advance payment (under this Sub
Clause) to the stages of manufactu re;

(b)

in the Schedule of Payments or other docu ment to be used to determine th e contract value
under Sub -Clause 1 4 .3(a), a price for each of these stages (this wou ld req uire the addition
of provisions for securities) ; or

(c)

detailed amendments to Su b-Clause 1 4 . 5 .

@ ROlC 1999 except: exampl e text between l in es may be copied

15

oc

S u b-Clau se 1 4.4

S ch edule of Payments

The Ge neral Co nditions contain provisions for interim paym ents to the Contracto r, which m ay be
based on a Schedule of Payments. If anoth er basis is to be used for determining interim valuations, ,
details should be added in the Particular Co n d itions . If payments are to be specified in a Schedu le

zz
LU O

of Payments, the "minimum amount of interim certifi cates" could be omitted from the Appendix to
Tender, and the Schedule of Payments could be in on e of the following forms:
(a)

an amount (or percentage of the estimated fi nal Contract Price) could be entered for each
month (or other period) during the Time for Completion, which can prove unreasonable if the
Contractor's progress differs signifi cantly from the expectation on which the Schedule was
based; or

(b)
(13

the Schedule cou l d be based on actual p rogress achieved in executing the Works, wh ich
necessitates c
a reful defi n ition of the payment m ilestones. Disagreem ents may arise when the

work required for a payment milestone is nearly achieved but the balance cannot be

13

completed until some months later.

LL

The figures inserted by the Tenderer in the Schedule of Payments may be compared with his tender

programme (if any), in order to assess whether they are reasonably consistent with each other.

Alternativel
y, if the Works consist of only a few different types of operations, a simple measurement
approach for interim valuations may be appropriate.
EXAMPLE SUB-CLAUSE FOR INTERIM VALUATION PROCEDURE

Prior to commencing construction of the Perman ent Works , the

Contractor shall su bmit a bill of pri ncipal quantities of the Perman ent

Works (the " BPQPW") , together with any sup porting i nformation and
calculations reasonably required by the Engineer, T
h e B PQPW shall

include the anticipated fi nal quantities of the principal items of Permanent

Works , which shall have been priced usin g all-in rates such that the total

amount eq uals th e estimated final Contract Price. The BPQPW shall not
contain priced items for desig n or for Temporary Works. The value of
each element of th is work , an d of a
n y other work el ements not descri bed
in the BPQPW, shall each be incl uded in the rates fo r Perma
n ent Works
which are to be constructed after the element is carried ou
t.

h e BPQPW shall be subject to the ap proval of the Eng ineer, which may
T

at any time be with drawn, and shal l be without prejudice to t he fina

l
amount due under the Contract. T
h e BPQPW shall be revised and

reissued if it appears at any time before Taki ng- Over that it will not fully
represent the Permanent Works when com plete.
During the Time for Completion, the contract va
l ue for the purposes of
su b-parag raph (a) of Su b-Clause 1 4 . 3 shall not exceed the amount
calculated from th e current BPQPW, based on the quantities of
Permanent Works which have been constr
u cted in accordance wit h the
Co ntract . Each Statement shal l :

(a)

be in the same form as that of the current BPQPW,

(b)

inciude a sig ned statem ent that its current BPQPW (including
anticipated fi nal quantities) and the as-constr
u cted q uantities are
all correct , and

16

FIDIC 1 999 except: examp!e texi between lines may be cop ed

(c)

be accompanied by a certificate signed I y th e Contractor's

Representative, cert ifyi ng that the part of the Works constructed

to date complies with the Contract.

S u b- Clause 1 4. 7

Paym ent

If a different period for payment is to apply, the Sub-Clause may be amended:

EXAMPLE

In sub-paragraph (13) of Sub-Clause ! 4.7, delete "56" and substitute "42"

If the country/countries of payment need to be specified , details may be included in a

S ch ed u le .

Sub - C lause 1 4 .8

Delayed Paym ent

o:

If the discou nt rate of the central bank in the country of the cu rrency of payment is not a reasonable

basis for assessing the Contractor's fi nancing costs, a new rate may have to be defi ned.
Alternatively, the actual fi nancing Costs could be paid, taking account of local fi nancing
arrang ements .

S u b-Cl ause 1 4.9

Payment of Retenti o n M o n ey

if part of the Retention Money is to be released and substituted by an appropri ate guara
n tee, an

additional Su b-Clause may be added . The acceptable form(s) of guarantee should be included in
th e tend er docu ments, an nexed to the Particular Co nd itions: a
n example form is n
a nexed to this
docu ment, as Annex R

EXAMPL
E SUB-CLAUSE FOR RELEASE OF EXEMPTION

When the Retention Money has reached three-fi fths (60 %) of th e l imit of
Retention Money stated in the Appendix to Tender, the Eng i neer shall

cer
t if
y and the Employer shall make payment of half (50%) of the limit of
Retention Money to the Contractor if he obtains a g uarantee, i n a form

and provided by a
n entity approved by the Employer, in amounts and
cur
rencies eq ual to the payment.

T e Contractor shall ensure that the g uarantee is valid an d enforceable

h
until the Contractor has executed and com p l eted the Works and

remedied any defects , as specifi ed for the Per

formance Security in Sub

Clause 4 . 2 , and shall be retu rned to the Contractor accord ing ly. T
h is

rel ease of retention shall be in lieu of the release of the second half of the

Retention Money under the second parag raph of Su b-Clause 1 4 .9 .

S u b - C lause 1 4. 1 5

Cu rrenci es of Paym ent

If all payments a
re to be made in Loc
a l Currency, i t must be named in the Letter of Ta
n der, and only

the first sentence of this Sub-Clause will apply. A

l ternatively, the Sub-Clause may then be replaced:
EXAMPLE SUB-CLAUSE FOR A SI NGLE CURRENCY CONTRACT

h e currency of account shall be the Locai Currency and all payments

T
made i n accordance with the Contract shall be in Local Currency. The

Local Cu rrency pay

m ents shall be fully conver
t ible, except those for local
costs. T
h e percentage at
t ributed to local costs shall be as stated in the
Appendix to Tender.

@ F]DIC I999 except: example text bet en fines may be copied

17

,9

Fin an ci ng Arran g e m ents

(o

For major contracts i n some m arkets , there may be a need to secure fi nance from entities such as
aid agencies, developm ent banks , export credit agencies, or other international financing
institutions . If financing is to be procured from any of these sou rces , the Particular Cond itions may
need to incorporate it s special requireme nts . The exact wo rdi ng wi l l depend on the relevant
inst itution , so reference will need to be made to them to ascertain t heir req u irements , a
n d to seek
approval of the d raft tender documents.

Tile financing institution or ban k may wish th e Contract to include referen ces to th e fi na
n cing
arrangements, es pecially if funding from more than o ne source is to be arranged to finance diffe rent
elements of supp ly. It is not unusu al for the Par
t icular Cond it ions to include special provisions
id entifying d ifferent categories of Plant and specifyi ng th e docu ments to be presented to the
relevant financing institution to obtai n payment , if the financing institution ' s requirements are not
m et, it may be dif
i cult (or even impossi ble) to secure suitable fi nanci ng for the project , and/or the
f
institu
t ion may decline to provide fi nance for part or al of the Co ntract .

03
CC

However, wh ere the financing is not tied to the expor

t of goods and services f
rom any particular
country b u
t is si mp!y provided by commercial banks lending to the Em p loyer, those banks may be
concerned to ensure that the Contractor's ri ghts are ver
y restri cted. These banks may prefer th e
Contract to be based u pon FI D IC 's Cond itions of Contract for EPC/Turnkey projects.
Alternatively, the Contractor may be prepared to initiate fi nan cing arrangements a
n d retain
responsib ilty for them, althoug h he would pro bably be unable o r unwilling to prov
i de fi nance from
his own resources . His financing bank' s requirements would then af
fect his attitude in contract
negotiations. They might well require the Employer to make interim payments, although a large
propor
t ion of the Contract Price mig ht be withhel d until the Works are com plete . Since the
Contractor would then have to arrange his own financing to cover the shortfall between the
payments and his ou
t ga
i ngs , h e (and his financing bank) wou ld probab ly require some form of
security, g uara
n teei ng payment when due.
it may b e appropriate for the Em ployer, when prepa
r ing the tender d ocuments , to anticipate the
latter requirement by u ndertaking to provide a guarantee for the element of payment which th e
Contractor is to receive when the Wo rks are complete . Th e acceptabl e form(s) of g uarantee should
be included in the tender documents, annexed to the Particular Conditions : an exampl e form is

annexed to this docu ment, as An nex G . Th e fol lowing Sub-Clause may be added .
EXAMPLE PROWStONS FOR CONTRACTOR FI NANCE

T
h e Employer shall obtain (at h is cost) a payment guara
ntee in the
amount and currencies , an d provided by an entit
y, as stated in the
Appendix to Tender. The Employer shall deliver th e guarantee to th e
Contractor within 28 days after both Par
t ies have entered into the
Contract Ag reement . T
h e g uarantee shall be in the form a
n nexed to
these Particular Co nditions , or in another form acceptable to the
Contractor. U nl ess an d unti l the Contractor receives the guarantee, the
Engineer shall not give th e notice under Sub- Clause 8. 1 .
The guarantee shall be retu rned to the Employer at the ea
r liest of the
fo llowing dates :

18

(a)

when the Contractor has been paid the Accepted Contract Amount;

(b)

when oblga{ions under the guarantee expire or have been

(c)

when the Em ployer has performed all oblgafi ons under the Contract.

discharged ; or

RDIO 1 999 except: ex&mple text between lines may be copied

Clause 1 5
Su b -Cl ause 1 5 . 2

Te rm i nati on by Em p l oye r
Term ination by Em pl oye r

Before inviting tenders, the Employer should verify that the wording of this Sub-Clause, and each
anticipated g ro und for termination, is consistent with the law govern ing the Contract
Su b -Cl ause 1 5. 5

Em p l oyer's E ntitlem ent to Term ination

U n less inconsistent with the requ irements of th e Employer and/or fi nancing institutions, a further

sentence may be added .

EXAM PLE

Inser
t at the end of Sub-Clause 1 6 . 5 :

The Em ployer shall also pay to the Contractor the amount of any other
loss or damage resulting from this termination .

Clause 1 6
S ub-Clause 1 6 .2

Sus pensio n an d Term i n atio n by Co ntractor

Term in ati on by Contractor

Before inviting tenders, the Employer should verify that the wording of this Sub-Clause is consistent
with the law governing the Contract. T
h e Contractor should verify that each anticipated ground for
termination is consistent with such law.

C l ause 1 7
Su b-C l ause 1 7,6

Risk an d Res po nsi b i l ity

Li m itati on of Liabi l ity

EXAMPLE

I n Su b- Clause 1 7 . 6 , the sum referred to in the penultimate sentence shall

be .

Add ition al S u b-C lause Use of Em p loyer' s Accomm odat ion/Fac i l iti es

If the Contractor is to occu py the Em ployer' s facilities temporarily, an additional sub-clause may be
added :

EXAMPLE SU B-CLAUSE

The Cont ractor s hal l take ful l res pon sib i lity for the care of the items
detai led below, from th e respective dates of use or o ccupation by the

Contractor, u p to the respective dates of hand -over or cessation of

occu pation (where hand -over or cessation of occu pat ion may take
place af
t er t he date stated in th e Taking - Over Certificate for the
Works) :
(insert detai ls)

If any loss or damage hap pens to any of the above items whi le the
Contracto r is responsible for their care, arising from any cause
whatsoever othe[" than those for which the Employer is liable, the
Contractor shall, at h is own cost, rectify the loss or damage to th e
satisfaction of th e Engineer.

@ FIDIO 1999 except: examp! e text between l ines may be co#ed

19

I n s u ran c e

C l au s e 1 8
og
Z

The wording in the Gen eral Conditions describes the insu rances which are to be arranged by the
" insuring Party" , who is to be the Contractor unless otherwise stated in the Particu lar Conditions .
I nsu rances so provided by the Contractor are to be consistent with th e general terms agreed with
the Employer. Th e I nstructions to Ten derers may therefore require tenderers to provide details of the
proposed terms .

<F
zZ
wO
(D O

If the Employer is to arrange any of th e insurances under this Clause, the tender docu ments should
include details as a
n annex to the Particu lar Conditions (so that tenderers can estimate what other

insurances they wish to have for thei r own protection) , including the cond itio ns, limits , exceptions
and ded uctibles; preferab ly in the form of a copy of each pol icy. The Employer may fi nd it d if
i cult
f
to effect the insurances descri bed in the th ird paragraph of Sub -Clause 1 8 . 2 (for Contractor 's
Equipment, which includes Subcontractor's equipment) , because the Employer may not kn ow th e
amo u nt or value of these items of equipment. T
h e following sentence may be included in th e

Particular Conditions:
J

" !

EXAMPLE

Delete the fi nal parag raph of Sub-Clause 1 8 . 2 and substitute:

However, the insurances described in the fi rst two parag raphs of S ub
Clause 1 8 . 2 shall be ef
fected and maintained by the Employer as
insu ring Party, and not by the Contractor.

Add itio n al Su b-Clause

I n surance for D es ig n

If the Erriployer requires the add itional protection of design insurance, an ad ditional sub -clause may

be added :

EXAM PLE S U B - C LAU S E

h e Contractor shall ef
T
fect professional indemnity insurance , wh ich shal l

cover the risk of professional n egl igence in the design of the Works. T
h is
insurance shall be for a l imit of not less than

The Co ntractor s hall

use his best en deavo urs to maintai n the

professional i n dem n ity in s u ran ce i n fu ll fo rce and ef

fect until

Th e Contracto r underi: akes to n otify t h e

Employer prom ptly of any dif

i culty in extending , renewing or reinstating
f

this insurance .

Clause 1 9

Fo rce Maj e u re

Before inviting tenders, the Em ployer should verify that the word ing of this Clause is com patible with

the law governing the Contract.

C l a u se 20
S u b- Clause 20 .2

C lai ms, D is p utes and Arb itrati on

Appoi ntment of th e Dispute Adjud icati o n Board

Unless the Eng i neer (alt houg h appointed by the Employer) is to make the pre-arbit ra
l decisi ons

under th is Clause 20 , in accordance with the alternative option described below, the Co ntract
shou l d include the provisions under Clause 20 wh ich , whilst not d iscouraging the Par
t ies from

reaching agreement on disputes as the works proceed, allow them to refer contentious matters to
an impar
t ial dispute adjud ication board (" DAB") .
2O

@ FIDI C 1 999 except: examp!e text between lines may b

e copied

The adjudication procedure depends for its success on, amongst other -things, the Part ies '

confi dence in the agreed indMdual(s) who will serve on the DAB. Therefore, it is essential that
candidates for this posit ion are not imposed by either Party on the other Party; and that, if the
indMdual is selected under Sub-Clause 20 .3 , the sel ection is made by a whol ly im partial entity.

FIDIC is prepared to perform this role, if this authority has been delegated in accordance with the
example wording in the Appendix to Tend er.

I wc

J ( (.
I

Sub-Clause 20. 2 envisages appointment of th e DAB after a Party gives notice of its intention to

refer a dispute to a DAB. However, for cert ain types of project, part icularly those involving extensive

work on Sit e, where it would be appropriate for the DAB to visit the Site on a reg u lar basis , it may
be decided to retain the services of a permanent DAB . In th is case S ub -Clause 20 .2 an d 20. 4

together with the Appendix and Annex to the General Conditions, and the Dispute Adjudication
Agreement, should be amended to comply with corresponding wording contained in the FIDIC
Condit ions of Contract for Constru ction .

Sub-Clause 20 . 2 provides for two alternative arrangements for the DAB :

(a)

one person, who acts as the sole member of the DAB, having entered into a tripart ite
agreement with both Par ies ; or

(b)

a DAB of three persons, each of whom has entered into a tripart ite agreement with both
Par
t ies .

The form of this tripar

t ite agreement could be one of the t
wo alternatives shown at the end of this
publication, as appropriate to the arrangement adopted. Both of these forms incorporate (by
reference) the General Conditions of Dispu
t e Adjudication Agreement, which are included as the
Appendix to the General Conditions because they are also referred to in Sub-Clause 20.2. Under
either of these alternative forms of Dispute Adjudication Agreement, each individual person is
referred to as a Mem ber.

Before the Contract is entered i nto, consideration should be given as to whether a one- person or

three-person DAB is preferable for a part icular project, taking account of its size, duration and the
fi elds of exper
t ise which will be i nvolved .

T
h e appointment of the DAB may be facilitated by including an agreed list of potentia
l members in
th e Contract : in a Schedule .

Alternatively, th e Engineer may make these pre-arbitral decisions . T

h is alternative, which has been

the Engineer's traditional role in common law countries, may be appropriate i f the Engineer is an
independent professional consulting engineer with the experience and resources required for the

administration of all aspects of th e contract . The Employer should recognise that, although the

Engineer generally acts for the Employer as specifi ed in Sub-Clause 3. 1 (a), the Engineer will make
these pre-arbitra
l decisions impartially and the Employer must not prejudice this impart ialit
y. If this
alternative is cons idered ap propriate, the Su b-Clause may be varied :

EXAM PLE SU B-CLAUSE FOR PRE-ARBITRAL DECISIONS BY TH E ENGINEER

Delete Su b -Clauses 20 . 2 an d 20.3 .

Delete S ub-Clause 20 .4 and su bstitu

t e the Su b- Clause 20.4 pu bl ished
in FIDIO's "Conditions of Contract for Construction " Fi rst Ed ition 1 999 ,

and then delete the second parag raph of such substituted S u b-Clause
20 .4 and inser
t the following paragraph :

h e Engineer shall act as the DAB in accordance w

T
i th this Sub-Clause
20.4 , acting fairly, impartially and at the cost of the Employer. I n the event

RDIC lg99 except: example text between lines may be copied

21

that the Empioyer intends to replace the Engineer, the Employer's notice
u nde r Sub - Clau se 3 . 4 shal l i ncl ud e d etai l e d p ro p os als for th e

co

appointment of a replacement DAB .

LU C
ZZ
w O

S u b -Clau se 20 .5

Amicabl e Settl e m ent

The provisions of this Sub-Clause are intended to encourage the parties to settle a dispute
amicably, without the need for arbit ration: for example, by direct negotiation, conciliation, mediation,

or other forms of alternative dispute resolution. Amicable settlement procedures oft en depend , for
their success , on confidentiality and on both Parties' acceptance of th e procedure. T
h erefore ,
neither Party should seek to impose the procedure on the other Party.
S ub - C l ause 20.6

c
o

Arbitratio n

The Contract should include provisions for the resolution by international arbitration of any disputes

which are not resolved amicably. I n international construction contracts , international commercial
arbit ration has numerous advantages over litigation in national cour
t s , and may be more acceptable
to th e Par
t ies .

Careful consideration shou ld be g iven to ensuring that the international arbitration rules chosen are

compatible with the provisions of Clause 20 and with the other elements to be set out in the
Appendix to Tender. The Rules of Arbitration of the Internationa
l Chamber of Commerce (the "ICC" ,
which is based at 38 Cours Alber
t ! er, 75008 Pads , France) are f
requently included in i nternational

contracts. I n the absence of specifi c stipulations as to the num ber of arbit rators and the p lace of
arbit ration, the International Court of Arbit ration of the ICC will decide on the number of arbitrators

(t
ypically three in any substantial construction dispute) and on the place of arbitration.

If the UNCITRAL (or other non-IOC) arbit ration rules are preferred, it may be necessary to designate,

in the Appendix to Tender, an institu

t ion to appoint the arbitrators or to administer the arbit ration,

u nless the institution is na:med (and their role specifi ed) in the arbitration rules. It may also be

necessary to ensure, before so designating an institu

t ion in the Appendix to Tender, that it is
prepared to appoint or adm inister.

For major projects tendered internationally, it is desirable that the place of arbitration be situated in
a country other than that of the Employer or Contractor. T
h is countr
y should have a modern and
liberal arbitration l aw a
n d should have rati
i ed a bilateral or m u ltilateral conventio n (such as the 1 958
f

New York Convention on the Recognit ion a

n d Enforcement d Foreign A
r bitral Awards), or both , that

wou ld facilitate the enforcement of an arbit ral award in the states of the Par
t ies .

It may be considered desirable in some cases for other Parties to be joined into n
ay arbitratio n
between the Par
t ies , thereby creating a mult i-party arbitration . While this may b e feasib le, mult i

party arbitration clauses require skilful drafting , and usually need to be prepared on a case-by-case
basis . No satisfactory sta
n dard form of multi-party arbitration clause for international use has yet
been developed .

22

F] DIC t 99 except: example text beiween Iines may be copied

An nexes

FO R M S O F S EC U R ITI ES

Acceptable form(s) of security should be incl ud ed in th e tender docu ments : for Annex A and!or B ,

in the I nstructions to Tenderers ; and for A

n n exes C to G , an n exed to the Particular Conditions . The

followi ng exam ple forms, which (except for A

n nex A} incorporate Uniform Rules pub lished by the
I nternational Chamber of Com merce (the " I CC" , wh ich is based at 38 Cours Albert l er, 75008
Pari s , France) , may have to be amended to com ply with th e applicable law. Alth ough the ICC
publish es g uides to these Uniform Rules , legal advice sho u ld be taken before the securities are
written. Note that the guaranteed amounts should be quoted in al l the currenci es , as specified in
th e Co ntract, in wh ich the g uarantor pays th e benefi ciary.

aDtC 1 9

23

A n n ex A
co
z

EXAM P LE FO RM O F PAR ENT CO MPANY

G UARAN TE E

d O

LU [3

zZ

[See page 4, and the comments on Sub - Clause 1 . 1 4]

B rief descriptio n of Contract

Name and address of Employer

(together with successors an d assigns) ..

We have been informed that ___
(hereinafter called the " Contractor") is su bmitting
an of
fer for such Contract in response to your invitation , and that the conditions of you r i nvitation
requ i re his of
fer to be supported by a parent company gu arantee ,

O3
0C

o
LL

in consideration of you, th e Employer, awarding the Contract to the Contractor, we (name of pa

rent
company) . .. . ... .. ... . .. irrevocably and unconditionally g uarantee to you, as a primary
obligation, the due performance of all the Contractor's obligations and liabilit ies under the Contract,
incl uding the Contractor's compliance with all i t s terms and conditions according to their true intent
an d meaning .

If the Contractor fails to so perform his obligations and liabilities and comply with the Contract , we
will indemnify the Employer against an d from all damages, losses and expenses (includ ing legal fees

and expenses) which arise from any such failure for which the Contractor is liable to the Employer
under the Contract .

This guarantee shall come into full force and effect when the Contract comes into full force and

ef
fect . If the Contract does not come into fu ll force and ef
fect within a year of the date of this

g uarantee, or if you demonstrate that you do not intend to enter into the Contract with the
Contractor, this guara
n tee shall be void n
a d ineffective. This guarantee s hall continue in full force

and ef
fect until all the Contractor' s obligations and l iabi lities u nder the Contract have been

discharged , when th is guarantee shall expire and shall be returned to us, and our liability hereu nder
shall be discharged absol utely.

This g ua 'antee shal l ap ply and be s upplemental to the Contract as amended or varied by the
Em ployer and th e Contractor from time to time . We h ereby authorise them to ag ree any such
amendment or variatio n , th e due per
formance of which an d com pliance with which by th e
Contractor are likewise g uaranteed h ereu n der. Ou r o b ligations and l iabil ities u nder this g uarantee
shall not be d ischarged by any al lowan ce of time or qther i ndulgence whatsoever by th e

Employer to the Contractor, or by any variation or suspension of the works to be executed under

the Contract, or by any amend m ents to the Contract or to the constitutio n of the Co ntracto r o r
the Employer, or by any other matters , whether with or without o ur knowled ge or cons ent .

This guarantee shall be governed by the law of the same countr

y (or other jurisdiction) as that which
governs the Contract and n
a y dispute under this guarantee shall be fi nally sett led under the Ru les
of Arbitration of the I nternational Cham ber of Co mmerce by - one or more arbitrators appointed in

accordance with such Ru les. We co nfi rm that the ben efit of this g uara
n tee may be assigned su bject
only to the provisions for assignment of the Contract.
Date

24

FIDIC 1 999

Signature(s)

An nex B

EXAM P LE FO R M O F TE N D E R S EC U RITY
[See page 4]

Brief description of Contract

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

Name and address of Benefi ciary

(whom the ten der documents defi n e as the Employer) .

We have been informed that
. . .. .. . . ... ...... . (h ereinafter called the " PrincipaP) is s ubm itting
an of
fer for such Contract in response to yo ur invitation , and that th e conditions of your i nvitation

(the "conditions of invitation" , which are set cut in a document entitled Instructions to Ta
nderers)
req ui re his of
fer to be su pported by a tender secu rity.

At the request of the Princi pal , we (name of bank)

hereby irrevocably
t ake to pay you , the Benefi ciar
y/Employer, any sum or sums not exceedi ng in total the
under
amou nt of
- . (say:
) upon receipt by us Of your demand

in writing and your writ

t en statement (in the demand) stating that:
(a)
(b)

(c)
(d)

the Princi pal has , without your agreement, withdrawn his offer aft er the latest time specifi ed

for its su bmission and before the expir

y of its peri od of validity, or

th e Pri ncipal has refused to accept the correction of errors i n his of

fer in accordance with

s uch conditions of invitation , or

you awarded the Contract to the Pri ncipal an d he has failed to comply with sub-clause 1 .6

of the con ditions of the Contract, or

you awarded the Contract to the Principal and he has failed to comply with sub-clause 4 .2

of the cond itions of the Contract .

Any demand for payment must contain your signature(s) which must be authenticated by your
bankers or by a notary public. The authenticated demand and statement m ust be received by us
at this of
i ce on or before (the date 35 days after the expiry of the validity of the Letter of Tender)
f
, when this g uarantee shall expire and shall be return ed to us .

This guarantee is subject to the Uniform Rules for Dema

n d Gua
rn
a tees, published as number 458
by the I nternational Chamber of Commerce, except as stated above.
Date

FIOIC I

Sig nature(s)

25

An n ex C

EXAM P LE FO R M O F P E R FO R MAN C E S EC U RITY

D E MAN D G UARANTE E
[See comments on Sub-Clause 4.2]

Bri ef d escri ption of Contract

Name and address of Benefi ciary . . .. . . . . . .. .. . . . .. .

.. .

..

. . .. . .. .

...

(whom the Co ntract defi nes as the Employer) .

We have been informed that

. .... .. . . . . .. . . (hereinafter called th e " Principal ") is your
contractor under such Contract , wh ich requires him to obtai n a per
formance security.

O9
QC

At the req uest of the Principal , we (name of bank)

.... . .... . . . . .. ....... . hereby irrevocably
y/Employer, any sum or sums not exceedi ng in total the
undertake to pay you , the Beneficiar
amount of . .. . .....
..
(the "guaranteed amount" , say:
.
. . .. ..:. : .. .. ) u pon
receipt by us of you r demand in writing and your written statement stating:

(a)

that the Pri ncipal is in breach of his obligation(s) under the Contract, and

(a)

th e respect in which the Principal is in breach .

(Following the receipt by us of an authenticated copy of the taking-over certifi cate for the whole of

the works under clause 1 0 of the conditions of t he Contract, such g uaranteed amount shal l be

red uced by .... % and we shall promptly notify you that we have received such certifi cate and

have reduced the guaranteed amount accordingly.[ (1 )

Any demand for payment must contain your [minister's/directors'] (1 ) signature(s) which must be
authenticated by your bankers or by a notar
y public. The authenticated demand and statement
must be received by us at this of
f ice on or before {the date 70 days after the expected expiry of the
Defects Notification Period for the Works)
(the "expiry date") , when this
g uarantee shall expire and shall be returned to us .

We have b een inform ed that the Benefi ciary may requ ire the Principal to extend this g uarantee if the

performance cert ifi cate under the Contract has not been issued by the date 28 days prior to such
expir
y date. We undert ake to pay you such guaranteed amount upon receipt by us, wi t hin such
period of 28 days, of you r demand in writing and you r writ
t en statement that the perfo rmance
certifi cate has not been issued , for reasons attri bu
t able to the Principal , and that this guarantee has
not been extended .

This g uarantee shall be governed by the laws of ...... ........ . and shall be subject to the

Uniform Rules for Demand Guarantees, p u bl ished as nu m ber 458 by the International Chamber of
Co m merce , except as stated above.

Date

Signature(s)

.. . . .. ...

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

( ) When writing the tender documents, the writer should ascertain whether to include the optional text,
shown in parentheses [ ]

26

RDIO 1 999

Ann ex D

EXAM PLE FO RM O F P E RFO R MAN CE .S EC U RITY

S U R ETY BO N D

C
LU G

[See comments on Sub-Clause 4. 2]

Brief d escripti on of Contract

Nam e and add ress of Benefi ciary

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

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

... .

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

. .. .. .
.

. ..

(together with Successors and assigns, all as defi ned in the Contract as the Employer).
By this Bond, (name and address of contractor)
(who is the contractor under such Contract) as Principal and (name and address of guarantor)
as Guarantor are i rrevocably held and fi rmly boun d

to the Benefi ciar

y in the total amount of ... .. .... .. . (the "Bond Amount " , say:
) for th e due performance of all such Principal's obligations and liabilities
under the Contract. [Such Bond Amount shah be reduced by __ % upon the issue of the taking
over certifi cate for the whole of the works under clause 1 0 of the conditions of the Contract.]( )
Th is Bond shall become ef
fective on the Commen cem ent Date defi ned in the Contract .

Upon Default by the Principa

l to perform any Contractual Obligation, or upon the occurrence of any of

the events a
n d circumsta
n ces listed in sub-clause 1 5.2 of the conditions of the Conti'act, the Guara
n tor

shall satisfy a
n d discha
rge the damages sustained by the Benefi ciary due to such Default, event or
circumstances,12) However, the total liability of the Guara
n tor shall not exceed the Bond Amount .

The obligations and liabilities of the Guarantor shall not be discharged by any allowance of time or
other indulgence whatsoever by the Beneficiar
y to the Principal, or by any variation or suspension
of th e works to be executed u n der the Contract, or by any amendments to the Co ntract or to the

constitution of the Principal or the Benefi ciar

y, or by any other matters, whether with or wit hou
t the
knowledg e or consent of the Guaranto r.

Any claim under this Bond must be recei

ved by the Guarantor on or before (the date six months after
the expected expiry of the Defects Notification Period for the Works)
(the "Expiry
Date") , wh en this Bond shall expire and shall be retu rned to the Guarantor.

h e benefit of this Bond may be assigned subject to the provisions for assignm ent of the Contract,
T

a
n d subject to the receipt by the Guarantor of evidence of full compliance with such provisions.

h is Bond shall be governed by the law of the same co untr

T
y (or other jurisdiction) as that which

governs the Contract. T

h is Bond incorporates n
a d shall be subject to the Uniform Rules for
Contract Bonds, published as number 524 by the International Chamber of Commerce, and words
used in this Bo nd shall bear the mean ings set out in such Rules .

Wherefore this Bond has bee n issued by th e Principal and the Guarantor on (da te)

Sig nature(s) for and on behalf of the Principal . .. . . .....

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

Sig nature(s) for and on behalf of the Guarantor .. ...

{1) When writing the tender documents, the writer should ascertain whether to include the optional text,
shown in parenthese
s []

(2) Inser
t: [and shall not be entitled to per
form the Principal ' s obligations under the Contract.]
Or:
[or at the option of the Gua
rantor (to be exercised in writing within 42 days of receMng the claim
specifying such Default) perform the Principa
l ' s obligations under the Contract.]

elc 1999

27

Z2
UC
L

C C

An n ex E

EXAM PLE FO R M OF ADVAN C E PAYM ENT

G UARANT E E
[See comments on Sub- Clause 1 4. 2]

Brief description of Contract

Name and address of Benefi ciary . . ....... . .. .. .. ... .... . .... ... ... . . . . ... ... .. ...... ..... . . .. .. ...

(wh om the Contract defi n e

s as the Employer) .
We have been inform ed that ..... . . .. . .. . ... (herei nafter called the " Princi pal ") is your
contractor un der such Contract and wishes to receive an advance payment, for wh ich the Contract
requi res him to obtain a g uarantee.

co

E I

o
LL

At the request of the Principal , we (name of bank)

hereby irrevocably

undertake to pay you, .the Benefi ciary/Employer, any sum or sums not exceeding in total the

amount of

(th e "guaranteed amount" , say:

receipt by us of you r demand in writing and your written statem ent stating :
" (a)
(b)

) upon

that th e Principal has failed to repay the advan ce payment in accordance with the

conditions of the Contract, and

the amou nt which the Principal has failed to repay.

Trois g uarantee shall beco me effective u pon receipt [of the fi rst instalment] of the advance payment
by the Principal . Such guaranteed amount shall be reduced by the a
m o unts of the advance
payment repaid to you, as evid enced by your notices issued under sub -clause 1 4 .6 of the
conditions of the Contract. Following receipt (from the Pri ncipal] of a copy of each purported notice,
we shal l prom ptly notify you of the revised g uaranteed amount accordingly.

Any demand for payment must contain your signature(s) which must be authenticated by your
bankers or by a notary public. The authenticated demand an d statement m ust be received by us
at this of
i ce on or before (the date 70 days after the expected expiry of the Time for Completion)
f
. ... .. . . . ..
(the "expir
y date"), when th is g uarantee shall exp i re and shal l be returned to us.

We have been informed that the Benefi ciar

y may req uire the Principal to exten d this g uarantee if the

advance payment has not been repaid by the date 28 days prior to- such expir
y date. We undertake
to pay you such g uaranteed amount upon receipt by us , within such period of 28 days, of you r
deman d in writing and your writ
t en statem ent that th e advance payment has not been repaid and
that this g uarantee has not been extended .
This guarantee shall be governed by the laws of

and shal l be subject to the

Uniform Rules for Demand Guarantees, published as num ber 458 by the international Cha
m ber of
Commerce, except as stated above.

Date

28

RDIO 1 999

Sig nature(e)

EXAM P LE FO R M O F R ETENTI O N M O N EY

An n ex F

G UARANTEE
[See comments on Sub-Clause 1 4. 9]

Bri ef descri ption of Contract

Name and add ress of Be n efi ciary .. . .

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

. . . .. .

. ..

(wh om the Contract defi nes as the Employer) .

We nave been informed that ..

. ... ..... (hereinafter called the "Principal") is your

contractor under s uch Contract and wishes to receive early payment of [part oil the retention
money, for which the Contract requires him to obtain a guarantee.

At the request of the Principal, we (name of bank)

hereby irrevocably
undertake to pay you, the Benefi ciary/Employer, any sum or sums not exceeding in total the
amount of

(the "guaranteed amount", say:

receipt by us of your demand in writing and your written statement stating:

) upon

(a)

that the Principal has failed to carr

y out his obligation(s) to rectify certain defect(s) for which

(b)

the nature d such defect(s),

h e is responsible under the Contract , and

At any time, our liability under this guarantee shall not exceed the total amount of retention money
released to the Principal by you, as evidenced by your notices issued under sub-clause 1 4.6 of the
cond it ions of the Contract with a copy being passed to us .

Any demand for payment must contain your signature(s) , which must be authenticated by your
ba
n kers or by a notar
y public. The authenticated dema
n d and statement must be received by us
at this offi ce on or before (the date 70 days after the expected expiry of the Defects Notification Period
for the Works)
, (the "expir
y date"), when this guarant#e shall expire and shall
be return ed to us.

We have been informed that the Benefi ciary may require the Principal to extend th is g uarantee if the

performance cert ifi cate under the Contract has not been issued by the date 28 days prior to such
expir
y date. We undertake to pay you such guaranteed amount upon receipt by us, within such
period of 28 days, of your demand in writing a
n d your written statement that the performance
certifi cate has not been issued, for reasons att ributable to the Principal, a
n d that this gua
ra
n tee has
not been extended .

T
h is guara
ntee shall be governed by the laws of ..... . . . ... .

. and shall be subject to the

Uniform Rules for Demand Guarantees, published as number 458 by the International Chamber of
Comm erce , except as stated above.
Date

Fcc 1 9

Sig nature(s)

29

EXAM P LE F O R M O F PAYM EN T G UARANT E E BY

An n ex G

E M P LOY E R
[See page 1 7: Contractor Finance]

Bri ef descri ption of Contract

Name and address of Benefi ciary

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

(whom th e Contract defi nes as the Co ntractor) .

We have been i nformed that .... .... . ..... .. (whom the Contract defi nes as th e Em ployer and
who is hereinafter called th e " Principal ") is req u ired to obtain a bank g uarantee .

03

At the req uest of the Prin cipal , we (name of bank) . . . .... ...... .. . . .. hereby irrevocably
u nde rtake to pay you , the Benefi ciar
y/Contractor, any sum or sums not exceeding in total the

LI

am ount of : . .... . . . ... .. . (say:

wri ting and your written statement stating:

) u pon receipt by us of your demand in

(a)

that, in respect of a payment du e under the Contract, the Principal has failed to make
payment in full by the date four
t een days af
t er the expir
y of the peri od specifi ed in the
Contract as that within which such payment should have been made, and

(b)

the am ount(s) which the Principal has failed to pay.

Any demand for paym ent must be accompan ied by a copy of [list of documents evidencing
entitlement to payment]
, in respect of which the Principal has fail ed to make
payment in full.

Any demand for payment must contain your signature(s) which must be authenticated by your
bankers or by a notar
y public . The authenticated demand and statem ent must be received by us
at th is of
i ce on or before (the date six months af
f
ter the expected expiry of the Defe
c ts Notification
Period for the Works)
, when this guarantee shall expire and shall be returned
to u s .

This guarantee shall be governed by the laws of

and shall be su bject to the

Uniform Rules for Dema

n d Guarantees, published as number 458 by the International Chamber of
Commerce , except as stated above.

Date

30

PqDIC 1 999

. . . ...

Sig nature(s)

GENER, L coNDITIONS

GUI DAN C E FO R TH E

P R EPARATI O N O F
PARTI CU LAR CO N D IT IO NS

Co nd itions of Contract

FO RM S O F LE'FI'E R O F

for P LANT and Desig n - B u i ld

TE N D ER, CO NTRACT
AG R E E M E NT AN D

FO R E LECTR I CAL AN D M EC HAN I CAL WO R KS

AN D FO R B U I LD I N G AN D E NG I N EE R I N G WO R KS
D ES I G N E D BY TH E CO NTRACTO R

D IS PUTE ADJ U D I CATI O N

AG REE M EN T

Forms of Letter of Tender, Contract Agreement and

Dispute Adjudication Agreement

FE DERATION INTERNATIONALE DES ING ENI EURS-CONSEILS

INTERNATIONAL FEDER
ATION OF CONSULT
I NG ENGINEERS

I NTE RNATI ONALE VEREIN IG U NG B ER

ATEN D E R I NG E N I EU RE
FEDERACION I NTERNACIONAL DE INGEN I EROS CONSOLTQRES

FI DIC

t"
1

k,
I

L ETTE R O F TE N D E R
NAM E O F CONTRACT:

TO :

We have examined th e Conditions of Contract , Em ployer' s Req u irements , Schedules , the attached

Appendix and Addenda Nos

or the above-named Works. We have

examined, understood and checked the

s e docu ments and have ascertained that they contain no

errors or other defects. We accordingly offer to design , . execute and complete the Works and
remedy any defects therein, in conformity with this Tender which includes all these documents and

the enclosed Proposal , for the lu m p su m of

(in currencies of payment)

We accept your suggestions for the appointment of the DAB, as set out in Schedule
[We have completed the Schedule by adding our suggestions for the other Member of the

DAB, but these suggestions are not conditions of this offer] . *

We agree to abide by this Tender until

and it shall remain binding upon us and may
be accepted at any time before that date. We acknowledge that the Appendix forms part of this
Letter of Tender.

If this offer is accepted, we will provide the specified Performance Security, commence the Works
as soon as is reasonably practicable aft er the Commencement Date, and complete the Wor
ks in

accordance with the above-na

m ed docu ments with in the Time for Completion . We g uarantee that

the Works will then conform with the Schedule of Guarantees .

Unless and until a formal Agreement is prepared and executed this Letter of Tender, together with
your writ
t en acceptance thereof, shall constitute a binding contract between us.

We understand that you are not bound to accept the lowest or any tender you may receiv e.
Signatu re _

i n the capacity of

duly authorised to sign tenders for and on behalf of

Address :

Date:

* If the Tenderer does not accept, this paragraph may be deleted and replaced by:
We do not accept your suggestions for the appointment of th e DAB. We have included our

suggestions in the Schedule, but these suggestions are not conditions of this offer. If these
sugge
s tions are not acceptable to you, we propose that the DAB be jointly appointed in
accordance with Sub-Clause 20 . 2 of the Cond itions of Contract

- -7

co
z

Ap pend ix to Te nder

I
i

[ Note: with the exception of the it ems for which the Employer's requirements have been insert ed ,

the following information must be com pleted before the Tender is su bmitted ]
rD O I

LU

Item

Sub-Clause

Entry

Employer' s name and address . . . . . .

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

Time for Completion of the Wo rks . . . .

1 . 1 ,3 .3 . . . . .

days

D efects Notifi cation Peri od . . . . . . . . .

1 , 1 .3.7 . . . . .

3 65 days

Electronic transmission systems . . . . .

1 .3 . . . . . . . .

Governi ng Law . . . . . . . . . . . . . . . . .

1 .4 . . . . . . . .

Ruling , language . . . . . . . . . . . . . . . . .

1 .4 . . . . . . . .

Languag e for communications . . . . . .

1 .4 . . . . . . . .

Time for access to the Site . . . . . . . . .

2. 1 . . . . . . . .

Amount of Performance Securi ty

4,2 . . . . . . . .

Z
<

days after Com mencement Date

. % of the Accepted Contract

Amo unt,

in

the

cu rre ncies

an d

propo rtions in which the Contract

Pri ce is payable
Period for notifying unforseeable errors ,
faults and defects in the Emp loyer 's
Requirements . . . . . . . . . . . . . . . . . .

5.1 . . . . . . . .

No rmal working hou rs . . . . . . . . . . . .

6.5 . . . . . . . .

Delay damages for the Works . . . . . . .

8 . 7 & 1 4 . 1 5 (b)

_ % of the fi nal Contract Price per

day, in the currencies and proportions
in wh ich the Contract Price is payable

Maximu m amou nt of Delay damages

8.7 . . . . . . . .

. % of the f
i nal Contract Price

1 3 . 5(b) . . . . .

If there are Provisional Sums:

Percentage for adjustment of

Provisional Sums . . . . . . . . . . . . . . .

In itials of sig natory of Tender

ii

_ days

If Sub- Clause 1 3. 8 applies:

Adjustments for Changes in Cost;

Table(s) of adjustment data . . . . . . .

Coef
ficient ;

scope of in dex
a= 0 . 1 0

Fixed

b=

Labour

1 3.8 . . . . . . .

Country of orig in ;
currency of i ndex

for payments each

month/[ '/FAR ] in

Source of index ;
Title/defi nition

(currency)

Value on stated date(s)*

Value
Date

d=
e=

* These values and dates confi rm the defi nition of each Index, but do not defi ne Base Date i nd ices

Total advance payment . . . . " . . . . . . . .

1 4.2 . . . . . . .

. % of the Accepted Co
ntract

Number and timing of instalments . . . .

1 4.2

Currencies an d proportions . . . . . . . .

1 4.2 . . . . . . .

. % in

Start repayment of advance payment .

1 4. 2 (a) . . . . .

wh en payments are
%
of the Accepted Contract Amount

_ % in

less Provisional Sums

Repayment amor
t isation of advance
payment . . . . . . . . . . . . . . . . . . . . . . .

1 4 . 2(b) . . . . .

m %

Percentage of retention . . . . . . . . . . .

1 4.3 . . . . . . .

_ %

Umit of Retention Mon ey . . . . . . . . . .

1 4.3 . . . . . . .

% of f e Accepted Cor act Amount

wh en shipped en route to the Site . .

1 4 . 5 (b) . . . . .

Plant and Materials for payment

wh en delivered to the Site . . . . . . . .

[list]
[list]

1 4 . 5(c) . . . . .

ist]
p st]

f Sub -Clause 1 4. 5 applies:

PIant and Materials for payment

M in im um amount of Interim Payment

Cer
t ificates . . . . . . . . . . . . . . . . . . . .

1 4.6 .

% of the Accepted Contact Amoo

nt

f payments are only to be made in a currency/currencies named on the first p

I
a ge of the Letter of Tender:

Currency/currencies of pay
m ent . . . .

1 4. 1 5 . . . . . .

. as named in

Letter of Tender

I nitials of sig natory of Tender

iii

f s me payme ts are t be made in a cuner y/cu

n t

n fl, e first page f fl e Letter f Tende .

6'3

Currencies of payment . . . . . . . . . .

<F
m

zZ
LU O

Percentage payable in the

Currency

Currency Unit

Lo cal :
Fo reig n :

LU

Z
<

1 4. 1 5
Rate of exchange: n umber
of Local per un it of Foreign

)nam e]
[name]
[name]

1 ,000

Periods fo r s ubmission of insu rance:

(a) evidence of insu ran ce . . . . . . . . .

(b) relevant policies . . . . . . . . . . . . .

1 8. 1 . . . . . . .
1 8, 1 . . . . . . .

days
days

Maximum amou nt of d eductibl es for

insu rance of the Em p loyer' s risks . . . .

Minimum amount d third party

1 8 . 2 (d) . . . . .

insurance . . . . . . . . . . . . . . . . . . . . . .

1 8,3 . . . . . . .

The DAB shal l be

20 . 2 . . . . . . .

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

Either:
Or:

One so le Member/e
djudicator
A DAB of three Members

Appointm ent (if not agreed] to be

made by . . . . . . . . . . . . . . . . . . . . . .

20, 3 . . . . . . .

The President of FIDIC or a person

appointed by the President

If there are Sections:

Def
i nition of Sections:

Description
(Sub-Clause l , I ,5 .6)

VaLe: percentage* of
Accepted Cor ct Amount

Time for Completion

(Sub-Clause 1 . 1 . 3 .3)

Delay Damages
(Sub-Clause 8 . 7)

*T
h ese percentages shall a
l so be applied to each half of the Retention Money under Sub-Clause 1 4.9
[ In the above Appendix, the text shown in italics is intended to assist the drafter of a particular
contract by providing guidance on which provisions are relevan t to the par
ticular contract. This
italicised text should not be included in the tender documents, as it will generally appear
inappropriate to tenderers. ]

Initials of sig natory of Tender

IV

CO NTRACT AG R EE M E NT
_c
J(

day of

Th i s Agreement made the

Between

of

and

of

1g

(hereinaf
t er cal led "the Emp loyer") of th e one par
t,
(hereinafter cal l ed the Contractor") of the other

part

Wh ereas the Em ployer des ires that the Works kn own as

should be executed by
the Contractor, and has accepted a Tender by the Contractor for the execution and com pl etion of
these Works and the rem edying of n
a y defects therei n ,

The E m p loyer and the Contracto r agree as follows :

1.

In th is Ag reem ent words n

a d expressions shal l have the same meanings as are respectively
assigned to them in the Cond it ions of Contract hereinaf
t er referred to .

2.

The fol lowing docu ments shatl be deemed to form and be read and construed as part of this
Ag reement:

(a)

h e Letter of Acceptan ce dated

T

(b)

h e Letter of Tender dated

T

(c)

h e Addenda nos
T

(d)

The Conditions of Contract

(e)

h e Employer's Requirements
T

(f)

h e com pleted Schedu les, and

T

{g)

The Contractor's Proposal .

3.

In considerat ion of the payments to b e made by the Em p loyer to the Contractor as

hereinaf
t er mentioned, the Contractor hereby covenants with the Employer to design ,
execute and complete the Works and remedy any defects therein , in conform ity with the
provisions of th e Contract.

4.

T e Employer hereby covenants to pay th e Contractor, in consid eration of the execu

h
t ion and
completion of the Works and the remedying of defects therein , the Contract Price at the
times and in the manner prescri bed by th e Contract.

I n Witn ess whereof the par

t ies h ereto have caused th is Agreement to be executed the day a
nd
year first before written in accordance with their re
s pective laws.
SIG N ED by:

S IG N ED by:

for and on beha

l f of th e Employer in the presence

for and on behalf of the Contractor in the presence

of

of

Witness:

"Witness :

Name :

Name :

Address :

Addre
s s:

Date:

Date:
v

DI S P UTE ADJ U D I CATI O N AG R E E M E NT

[for a one-person DAB]

dO

<F

N ame and details of Contract

Name and address of Em ployer

Name and address of Contractor

Name and address of Member

Whereas th e Employer and the Contractor have entered into the Contract and desire jointly to
appoint the Member to act as sole adjudicator who is also called the DAB" to adjudicate a dispute
which has arisen in relation to

The Em pl oyer, Co ntractor and M embe r jointly ag ree as fol lows :

.

Th e conditions of this Disp ute Adjudication Ag reement comprise the " General Conditions of
Dispute Adjud ication Agreement" , which is appended to the General Conditions of the
" Conditions of Contract for Plant and Desig n - Build " First Edition 1 999 published by th e
F6d6ration Internationale des In g6n ieurs- Conseils (FI DIC) , and the following provisions . I n

these provisions , which include amendments and additions to the General Conditions of
Dispute Adjudication Agreement, words and expressions shall have the same meanings as
are assigned to them in the General Conditions of D ispu
t e Adjudication Agreement.
.

[ Details of amendments to the General Conditions of Dispute Adjudication Agreement, if

any.]
3.

I n accord ance with Clause 6 of the General Cond itions of Dispute Adjudicatio n Agreement,
th e Member shall be paid a dai ly fee of
per day.

4.

In consideratio n of these fees and oth er payments to be made by the Employer and the
Contractor in accordance with Clause 6 of the General Cond it ions of Dispu
t e Adjudication

Agreement , the Member undertakes to act as th e DAB (as adjudicator) in accordance with
this Dis pute Adjudication Ag reement.
5,

The Employer and the Contractor jointly and severally u ndertake to pay the Member, in

cons ideratio n of the carrying out of these services, in accordance with Clause 6 of the
General Con d it ions of Dispute Adjudication Agreement.

6.

This Dispute Adjudication Agreement Shall be governed by the law of

SI G NED by:

SIGN ED by:

SI G N ED by:

for and on behalf of the Employer

i n the presence of

for and on behalf of the Contractor

in the presence of

the Member in the presence of

Witness:
Name:
Add ress:
Date:

Witness:
Name:
Address:
Date:

Witness
Name:
Address:
Date:

[*.4 brief description or name of dispute to be added.]

vi

D I S P UTE ADJ U D I CATI O N BOAR D AG R E E M E NT

[for each member of a three- person DAB]

Nam e and detai ls of Contract

Na
m e and address of Employer

Nam e and address of Contractor

Na
me a
n d address of Member

Wh ereas th e Emp loyer an d the Contractor have entered into the Contract and desire jointly to

appoint the Member to act as one of the three persons who are jointly called the DAB" [and desire
the Member to act as chairman of the DAB] to adjudicate a d ispute which has arisen in relation to

Th e Em p loyer, Contracto r an d M em ber j oi nt ly ag ree as fotlows :

1.

The conditions of this Dispute Adjudicati on Agreement com prise the " General Condit ions of
Dispute Adjudication Ag reement" , which is ap pended to the General Conditions of th e
" Cond itions of Contract for Plant and Desig n - B uild " First Ed itio n 1 999 pu blished by th e
F6d6ration Internationale des lngenieurs- Oonsei l s (FI DIC) , and the following provisions . In
these provisio ns, which include amend ments and additions to the Gen eral Conditions of

Dispute Adjudication Agreement, words and express ions shall have the same meanings as
are assig ned to them in the General Conditions of Dispute Adjudication Agreement.

2.
3,

[ Details of amendments to the General Conditions of Dispute Adjudication Agreement, if any]

in accordance wit h Clause 6 of the General Conditions of Dispute Adjudication Ag reement,

the Member shall be paid a daily fee of

4,

per day.

In consideration of these fees and other payments to be made by the Em ployer and the
Contractor in accordance with Clause 6 of the General Con ditions of Dis pute Adjud ication

Agreem ent , the Member u ndertakes to serve, as descri bed in th is Dispute Adjudication
Agreement , as one of the three persons who are jointly to act as the DAB .
5,

T e Employer and the Contractor jointly and severally un dertake to pay the Mem ber, in
h
consideration of the carrying ou
t of these services , in accordance with Clause 6 of the
General Conditions of Dispu
t e Adjudication Agreement.

6.

This Disp ute Adjudication Agreement shal l be governed by the law of

SIG N ED by:

S IGNED by:

SIG NED by:

for a
n d on behalf of the Employer
in the presa
n ce of

for and on behaJf of the Contractor

i n the presence of

the Member in the pre

s ence of

Witness :
N ame:
Address:
Date :

Witness:
Name:
Addre
ss :
Date:

Witness
Name:
Address:
Date:

[*A brief description or name of dispute to be added.]

vi i

>+ 4

,
i ,

! -

I nter n ati o n al Federati o n of Consu ltin g Eng i ne ers (F I D I C)

PQ Box 86
1 000 Lausan ne 1 2
Switzerland

Telepho ne :

++ 4 1 2 1 654 44 ! 1

Fax :

++ 4 1 2 1 653 54 32

E- mail :

if d ic@po box. co m
http:Hwww,fi d ic . org

WWW: