Vanna Ly

1.1 Definition
In the Contract the following words and expressions shall have the meanings stated clearly.
Those words include: accepted contact amount, advance payment certificate, advance
payment guarantee, base date, bill of quantities, claims, compliance verification system,
condition of contract or there condition, contract, contract agreement, contract data, contract
data, contract price, contractor, contractor’s document, contractor’s equipment, contractor’s
personnel, contractor’s representative, cost, cost plus profit, country, DAAD or Dispute
Avoidance Adjudication Board, DAAD agreement, date of completion, day, day work
schedule, defects notification period (DNP), delay damages, drawing, employer, employer’s
equipment, employer’s personnel, employer-supplied materials, engineer, engineer’s
representative, exceptional event, EOT, FIDIC, FPC, Final statement, general condition.
Interim payment certificate, Joint venture, JV undertaking, Key Personnel, Laws, Letter of
acceptance, letter of tender, local currency, materials, month, no-objection, notice, notice of
dissatisfaction (NOD), part, particular conditions, party or parties, payment certificate,
performance security, payment works, plant, programmed, provisional sum, OM system,
retention money, review, schedules, schedule of payments, section, site, special provisions,
specification, statement, subcontractor, taking over certificate, temporary works, tender, tests
after completion, test on completion, time for completion, unforeseeable, variation, works,
year
1.2 Interpretation
In any list in these Conditions, where the second-last item of the list is followed by “and” or
“or” or “and/or” then all of the list items going before this item shall also be read as if they
are followed by “and” or “or” or “and/or” (as the case may be).
1.3 Notice and other communications
Wherever these Conditions provide for the giving of a Notice (including a Notice of
Dissatisfaction or the issuing, providing, sending, submitting or transmitting of another type
of communication (including acceptance, acknowledgement, advising, agreement, approval,
certificate, Claim, consent, decision, determination, discharge, instruction, No-objection,
record(s) of meeting, permission, proposal, record, reply, report, request, Review, Statement,
statement, submission or any other similar type of communication),
1.4 Law and Language
The Contract shall be governed by the law of the country (or other jurisdiction) stated in the
Contract Data (if not stated, the law of the Country), excluding any conflict of law rules.
1.5 Priority of Documents
The documents forming the Contract are to be taken as mutually explanatory of one another.
If there is any conflict, ambiguity or discrepancy, the priority of the documents shall be in
accordance
1.6 Contract Agreement
 The Parties shall sign a Contract Agreement within 35 days after the Contractor receives the
Letter of Acceptance, unless they agree otherwise.
1.7 Assignment
Neither Party shall assign the whole or any part of the Contract or any benefit or interest in or
under the Contract.
1.8 Care and Supply of Documents
The Specification and Drawings shall be in the custody and care of the Employer. Unless
otherwise stated in the Contract, two copies of the Contract and of each subsequent Drawing
shall be supplied to the Contractor, who may make or request further copies at the cost of the
Contractor
1.9 Delayed Drawing or Instructions
The Contractor shall give a Notice to the Engineer whenever the Works are likely to be
delayed or disrupted if any necessary drawing or instruction is not issued to the Contractor
within a particular time, which shall be reasonable.
1.10 Employer use of contactor document
As between the Parties, the Contractor shall retain the copyright and other intellectual
property rights in the Contractor’s Documents (and other design documents, if any, made
by (or on behalf of) the Contractor).
1.11 Contractor’s use of employer’s document
As between the Parties, the Employer shall retain the copyright and other intellectual
property rights in the Specification and Drawings and other documents made by (or on
behalf of) the Employer. The Contractor may, at the Contractor’s cost, copy, use and
communicate these documents for the purposes of the Contract.
1.12 Confidentially
The Contractor shall disclose all such confidential and other information as the Engineer
may reasonably require in order to verify the Contractor’s compliance with the Contract
1.13 Compliance with laws
The Contractor and the Employer shall, in performing the Contract, comply with all
applicable Laws.
1.14 Joint and several liability
The members of the JV shall be jointly and severally liable to the Employer for the
performance of the Contractor’s obligations under the Contract.
1.15 Limitation of liability
Neither Party shall be liable to the other Party for loss of use of any Works, loss of proft,
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.
1.16 Contract termination
Subject to any mandatory requirements under the governing law of the Contract,
termination of the Contract under any Sub-Clause of these Conditions shall require no
action of whatsoever kind by either Party other than as stated in the Sub-Clause.
7 Plant, Materials and Workmanship
7.1 Manner of Execution

The Contractor shall carry out the manufacture, supply, installation, testing and
commissioning and/or repair of Plant, the production, manufacture, supply and testing of
Materials, and all other operations and activities during the execution of the Works:
7.2 Samples

The Contractor shall submit the following samples of Materials, and relevant
information, to the Engineer for consent prior to using the Materials in or for the Works
7.3 Inspection

The Employer’s Personnel shall, during all the normal working hours stated in the
Contract Data and at all other reasonable times
7.4 Testing by the contractor

This Sub-Clause shall apply to all tests specified in the Contract, other than the Tests
after Completion
7.5 Defects and Rejection

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

Contractor’s design (if any) or workmanship is found to be defective or otherwise not in
accordance with the Contract, the Engineer shall give a Notice to the Contractor
describing the item of Plant, Materials, design or workmanship that has been found to be
defective
7.6 Remedial Work

In addition to any previous examination, inspection, measurement or testing, or test

certificate or Notice of No-objection by the Engineer, at any time before the issue of the
Taking-Over Certificate for the Works the Engineer may instruct the Contractor.
7.7 Ownership of Plant and Materials

Each item of Plant and Materials shall, to the extent consistent with the mandatory
requirements of the Laws of the Country, become the property of the Employer at
whichever is the earlier of the following times, free from liens and other encumbrances.
7.8 Royalties

Unless otherwise stated in the Specification, the Contractor shall pay all royalties, rents
and other payments.
14 Contract Price and Payment
 Contractor shall pay all taxes, duties and fees required to be paid by the Contractor under
the Contract, and the Contract Price shall not be adjusted for any of these costs except as
stated in Sub-Clause 13.6
14.2 Advance Payment

After receiving the Advance Payment Certificate, the Employer shall make an advance
payment, as an interest-free loan for mobilization (and design, if any). The amount of the
advance payment and the currencies in which it is to be paid shall be as stated in the
Contract Data.
14.3 Application for Interim Payment

The Contractor shall submit a Statement to the Engineer after the end of the period of
payment stated in the Contract Data (if not stated, after the end of each month).
14.4 Schedule of Payments

If the Contract includes a Schedule of Payments specifying the instalments in which the
Contract Price will be paid then, unless otherwise stated in this Schedule mention in
clause 14.4.
14.5 Plant and Materials intended for the works

If no Plant and/or Materials are listed in the Contract Data for payment when shipped
and/or payment when delivered, this Sub-Clause shall not apply
14.6 Issue of IPC

For each amount so withheld, in the supporting particulars for the IPC the Engineer shall
detail his/her calculation of the amount and state the reasons for it being withheld.
14.7 Payment

Payment of the amount due in each currency shall be made into the bank account,
nominated by the Contractor, in the payment country (for this currency) specified in the
Contract.
14.8 Delayed Payment

If the Contractor does not receive payment in accordance with Sub-Clause 14.7
[Payment], the Contractor shall be entitled to receive financing charges compounded
monthly on the amount unpaid during the period of delay.
14.9 Release of Retention Money

The relevant percentage for each Section shall be the percentage value of the Section as
stated in the Contract Data. If the percentage value of a Section is not stated in the
 Contract Data, no percentage of either half of the Retention Money shall be released
under this Sub-Clause in respect of such Section.
14.10 Statement at Completion

Within 84 days after the Date of Completion of the Works, the Contractor shall submit to
the Engineer a Statement at completion with supporting documents, in accordance with
Sub-Clause 14.3
14.11 Final Statement

Submission by the Contractor of any Statement under the following provisions of this
Sub-Clause shall not be delayed by reason of any referral under Sub-Clause 21.4
14.12 Discharge

When submitting the Final Statement or the Partially Agreed Final Statement (as the case
may be), the Contractor shall submit a discharge which confirms that the total of such
Statement represents full and final settlement of all moneys due to the Contractor under
or in connection with the Contract.
14.13 Issue of FPC

Within 28 days after receiving the Final Statement or the Partially Agreed Final
Statement (as the case may be), and the discharge under Sub-Clause 14.12 [Discharge],
the Engineer shall issue to the Employer (with a copy to the Contractor), the Final
Payment Certificate.
14.14 Cessation of Employer’s Liability
The Employer shall not be liable to the Contractor for any matter or thing under or in
connection with the Contract or execution of the Works, except to the extent that the
Contractor shall have included an amount expressly for it in.
14.15 Currencies of Payment

The Contract Price shall be paid in the currency or currencies named in the Contract
Data. If more than one currency is so named, payments shall be made as follows the clause 14.15