01. FIDIC Edisi 1999-Short Form of Contract (Green Book)

︶  ︶  ︶

Fdddration lnternationale des lngdnieurs-Conseils lnternational Federation oI Consulting Engineers lnternationale Vereinigung Beratender lngenieure Federaci6n lnternacional de lngeoieros Consultores

Short Form of Gontract ‐

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AGREEMENT GENERAL CONDIT10NS R∪ LttS FOR AD」 ∪DICAT10N

NOTES FOR GUIDANCE

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ISBN 2-88432-024-5

FIRST EDITION 1999

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F6d6ration lnternationale des lngdnieurs-Conseils lnternational Federation of Consulting Engineers lnternationale Vereinigung Beratender Ingenieure Federaci6n lnternacional de lngenieros Consultores

Short Form of Gontract AGREEMEN丁 ︶   ︶

GttNERAL CONDI丁 10NS RULES FOR AD」 ∪DiCATION NOttES FOR G∪ IDANCE

︶︲   し    ︶    ︶     ︶

iSBN 2-88432-024‐ 5

FIRST

1999

轟

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Fl D I C

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,ternationar federation o{ natjonat t/ember Associations of consulting engi-

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members Today FIDIC melnbership covers more than 70 countnes from」 and encompass ng rlost ofthe pnvate practice consutting engineers

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wo‖ d― wide the malolty of lrlns providing tecr

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act ve,promOte conforrnance to a code of ethicS:enhance the image of oonSuLing englneers ⅢI as leaders and weath creators in soc ety promote the commtment to sustalnab‖

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together wth related matenals such as standard pre‐ quJncatiOn foms

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Publshed by ◎ Copynght FIDIC 2007

intemationa Federation of Consuting Engineers(FIDICl

wOrd Trade center‖ 劇l nghts teserved No part ofthis pub‖ cat on

may be reproduced ortransm ted in any form

or by any means wnhOut perrnission Of the pub‖ sher

PO Box 311 1215 Geneva 15 swiセ enand

Phone Fax E― mal n/ww

+41227994900 +41227994901 ndicadio org http://― ndic Org

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AGREEMENT

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GENERAL COND:T10NS

‐

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SHORT FORM of Contract

PARTICULAR COND!T:ONS

‐

RULES FOR AD」 UDICAT10N

F rst Edtion 1 999

1S8N2-88432‐024-5

NOTES FOR GUIDANCE

INTERNAT10NALE VEREINIGUNG 8ERAINDER INGENIEURE FEDERAC10N IN「 ERNAC10NAL DEINGENIEROS CONSuLTORES

森 一 ︶

FEDERAl10N IN「 ERNAnONALE DES lNGENIEURS‐ CCINSEILS iNFERNA■ ONAL I‐ ヒυERAnON OF CONSUビ アlNG ENGlNEERS

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︶  ﹄

ACKNOWLEDGEMENTS

︶  ︺

The F6d6ration lnternationale des lng6nieurs-Conseils (FlDlC) extends special thanks to the following members of its Task Group: Philip Jenkinson ffask Group Leader), WS Atkins, UK; AEJ [lony) Sanders, Mouchel, UK; and Edward Corbett, Cobett & Co, UK. Liaison with other active Task Groups was provided by Peter L Booen, clBB Ltd, UK.

The preparation was canied out under the general direction of the FIDIC Contracts Committee comprising John B Bowcock (Chairman), Consulting Engineer, UK; Michael Mortimer-Hawkins, SwedPower, Sweden; Axel-Volkmar Jaeger, Schmidt Reuter Partner, Germany; and KB [ony) Nonis (Special

Adviser), Consutting Engineer, UK. ヽ   し

Drafts were commented on by the following persons and organisations: Mushtaq Ahmad, NESPAK, Pakistan; Peter Batty, Post Buckley lnternational, USA; Nael G Bunni, Consulting Engineer, Ireland; lGthryn Josephine T. dela Cruz, Construction lndustry Authority of the Philippines; Michael Dudtey, UNOPS; Hans Enh6ming, ABB

︺  ︶

Asea Brown Boveri Ltd, Switzedand; Mark Griffrths, Grffiths & Armour, UK; Geoffrey F Hawker, Consulting Engineer and Banister, UK; Adam K Heine, Consutting Engineer, Poland; HS Kwong, Secretary for Works, Hong Kong; Jan Cees Overbosch/Evert Jan Wilers, DFIV Beheer BV The Netheriands; Marek Bdultowski, Cosmopoli Consultants, Poland; J G Rees, Binnie Black & Veatch, UK; Asian Development Bank; European

︶  ︶  ︶

Bank for Reconstruction and Development; lnter-Arnerican Development Bank; lnternational Association of Dredging Companies; lnter-pacific Bar Association; ORGAnisme de Liaison lndustries M6talliques Europ€ennes (,,ORGAL|ME"); and The Wodd Bank. Acknowledgement of reviewers does not mean that such persons or organizations approve the wording of all clauses. FIDIC wishes to record its appreciation of the time and eftort devoted by all the above.

The ultimate decision on the form and content of the document rests with FlDlC.

︶  し  ︶ し   ヽ ︶  ︶ O F DiC l∞ 9

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FORElⅣ ORD These Conditions of Contract have been prepard by the F6d6ration Intemationale des lng6nieurs-Conseils (FlDlC) and are recommended for engineering and building work of relatively small capital value. However, depending on the type of work and the circumstances, the Conditions may be suitable for contracts of greater value. They are considered most likely to be suitable for fajrly simple or repetitive work or work of short duration withoLrt the need for sp€cialist sub-contracts. The main aim has been to produce a strajghtforward flexible document which includes all essential commercial provisions and which may be used for all types of engineering and building work with a variety of administrative arangements. Under the usual

anangements for this type of contract, the Contractor constructs the Works in accordance with design provided by the Employer or by his representative (rf any). Howeve( this {orm may also be suitable for contracts which include, or wholly comprise, contractor-designed civil, mechanical andlor electrical works. ln addition, the Employer has a choice of valuation methods. Furthermore, although there is no reference to an impartial Engineer, the Employer may appoint an independent Engineer to act impartially, should he wish to do so. The form is recommended for general use, though modifications may be required in some lurisdictions. FIDIC considers the official and al,thentic text to be the version in the English language.

The intention is that all necessary lnformation should be provided in the Appendix to the Agreement, the latter incorporating the tenderer's offer and its acceptance in one simple document. The General Conditions are expected to cover the majonty of contracts. Nevertheless, users will be able to introduce Particular Conditions if they wish, to cater for special cases or circumstances. The General Conditions and the Particular Conditions will together comprise the Conditions governing the rights and obligations of the parties. To assist in the preparation of tender documents using these Conditions, Notes for

Guidance are included. These Notes will not become one of the documents fdrming the Contract. Finally, applicable Rules for Adjudication are also included. The attention of users is drawn to the FIDIC publication "Tendering Procedure', which

presents a systematic approach to ihe selection of tenderers and the obtaining and evaluation of tenders.

︺  し 0自 01C1999

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︶ し ︺ ︶ ︶ し ヽ し ︶ し

CONTENTS Agreement

︶ Offer

︶ Acceptance

︶ し

Appendix

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General Conditions

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1

GENERAL

1.1

Definitions

pROVtStONS

............1

し

The Contract Persons Dates, 'i-imes and periods

1

2

THE

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-1.2 .3 .4 'I .5 .6

Money and Payments Other Definitions lnterpretation Priority of Documents Law Communications Statutory Obtigations

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1

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1

EMPLOYER

し ︶ し ︶ し ︶ ︶ し し し

2.1 2.2 2.3 2.4

Employer's lnstructions Approvals

3

EMPLOYER'S REPRESENTATIVES

3.1 3.2

Authorised Person Employer's Representative

4

THE

4.1 4.2 4 .3 4.4 o

FrDlc

..........2

Provision of Site Permits and Licences

CONTRACTOR

.

..........3

..

.. ...

.3

General Obligations

Contractor's Representative Subcontracting Performance Security

1999

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51

Contractors Design

52

RespOnSib‖ ty for Design

6

EMPLOYERIS LIABILIT:ES

61

Employer's Uabilities

7

TIME FOR COMPLETION

71

Execution ot the Works

7.2

Programme

73 74

Extension of Time

8

TAKING‐ OVER

︵

DES:GN BY CONTRACTOR

︵

5

︵

4

︵

… ……………………… …………………

︵ ︵ へ へ ︵

Late Completion …………

Completion

8.2

Takng― OVer Notce

9

REMEDY:NG EFFECTS

9.1

Rernedylng Defects

92

UncoVenng and Testing

10

VAR:AT:ONS AND CLAIMS.…

101

Right to Vary

102 103 104 105

Va uatiOn of VanatiOns

11

CONTRACT PRICE AND PAYMENT.…

111

Valuation ofthe Wo偽 Monthy staterrents

５

81

     ︵ へ  ︵     ︵       

.…

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Ea4y Warning Right to Clalm

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N/anatiOn and Clalm ProCedure

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… … …・ …

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lnte‖

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m PapentS

Parent Of First Har of Retention

Payment of SeCOnd Hdf Of Retenlon 日nd

Parent CurenCy Delayed Pttent ８

DEFAULT .…

12.1 12.2 12.3 12.4

Default bY Contractor Defauh bY Employer

13 '13.1 13.2

RISK AND RESPONSIBILITY

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FrDC 19S

.…

lnsotuenry Payment upon Termination

C,ontractor's Care of the Works Force Majeure

・… … 9

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b

12

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112 113 114 115 116 117 118

… Ⅲ… …・・

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14

1NSURANCE..…

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141 14 2

Arangelnents

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14 3

Fa‖ ure to insure

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︶

15 1

︶

15 2 15 3

… Ⅲ… … …・ … …・ … …・ … Ⅲ… …・ … … … … … … … 9

欧 ent of Cover

RESOLUT:ON OF D:SPUTES .…

.… … … .… … … … … …・・ … … …

10

Adludicat on Notice of Dissatisfaction Arbltratlon

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iNDEX ..…

… Ⅲ… ..… ・… … … … … …・ …・ … … …・・・・ …・・ …・ …・・・ … …・11

︶ ︶

Particular Conditions

︶ し ︶

Rules for Adjudication

︶ ︶

Notes for Guidance

︶ ︶ ︶ ︶ ︶ こ ︶ ︶ ︶ ︶ ︶ ︺ ︶ ︶ ︶ ︶

O F DIC 1999

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へ﹂ ︵１ １ １ ︵Ｌ Ｌ Ｅ Ｌ Ｌ Ｅ Ｌ Ｌ ミ Ｌ Ｅ Ｌ Ｌ Ｌ Ｌ Ｌ 氏 ｋ Ｌ Ｌ Ｌ Ｌ Ｉ ︵Ｌ Ｌ Ｌ Ｅ Ｌ Ｌ １ ⋮ｉｌｌ■■ＩＩｌＩ ︰ ■ヨ到轟 ︲

︶ ︶ ︶ ︶

AGREEMENT

︶ ︶ ︶

GENERAL CONDIT:ONS

︶ ︶ ︶

SHORT FORM of Contract

PARTICULAR CONDIT10NS

︶ ︶ ︶ ヽ

RULES FOR AD」 UDICAT10N

︶

Agreernent

︶

First Edition 1999

︶

NOTES FOR GU:DANCE

︶ ︶ ︶ ︶ ︺ し ︺ ︶ ︶ ︶ ︶ し ヽ ヽ ︶

FEDERACION INTERNAC10NAL DE INGENIEROS CONSULTORES

︵ 一 ︶

し FEDERAT10N :NTERNAT10NALE DES INGENに URS‐ CONSEILS INTERNAnONAL FEDERA￢ ON OF CONSULllNG ENGINEERS INTERNATIONALE VEREINIGUNG BERATENDER INGENIEURE

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Agreement The Employer

Of

is

Of

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The Employer desires the execLrtion of certain Works known as

OFFER

0n words)

)

(

or such other sum as may be ascertained under the Contract. This offe( of which the Contractor has submitted two signed originals, may be accepted by the Employer by signing and returning one originalof this document to the Contractor before ldate)

The Contractor understands that the Employer is not bound to accept the lowest or any offer received for the Works.

\-

Signature:

Date:

Name:

Authorised to sign on behall of (oeankation name):

Capacity:

ACCEPTANCE The Employer has by signing below accepted the Contractor's offer and agrees that in consideration for the execution of the Works by the Contractor, the Employer shall pay the Contractor in accordance with the Contract. This Agreement comes into effect on the date when the Contractor receives one original of this document signed by the Employer.

Signature:

Date:

Name:

Authorised to sign on behalf of (organbation namQ:

Capacity: Genea Co● lkms

O曰 DiCつ

"001999

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The Contractor has examined the documents listed in the Appendix which forms part of this Agreement and offers to execute the Works in conformity with the Contract for the sum of

(in figures

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The Contractor is

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APPEND:X

︱ ﹂ Ｉ Ｌ Ｆ Ｉ

iNote:wth the exception ofthe lems for which the Employers requirements have been inserted, the Contractor shdl complete the fo‖ owing inforrnation before submtting his ottrl

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Sub-Clause Data

Ｉ Ｌ ト ー

卜く ０ 一 〇 ⊃ つ０ く 卜一 ● ＺＯ Ｏ       Ｚ〇 一 ∽Ｚ〇 一

This Appendix forrns part ofthe Agreement

﹂

Documents for7ning the Contract

Ｌ Ｉ

Document ldentification

ete r Ⅸ,app obel

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D∝ ument(de

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onty… … 111

‖ sted in the order of p綺

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Particularconditions .... General Conditions. . . . . . TheSpecification ..... ..

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The Drawings The Contractor's tendered design The bill of quantities.....

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The Agreement

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.........

1.5

Law Ofthe Country'

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Contract

days

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Law of the

119

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.....,....

Timeforcompletion

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Language

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On the Commencement Ddte"

︲

2.1

Provision of Slte

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Authorised person

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........

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representative [f

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Narr€ and address of Empblg's

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Performance security (if any):

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Form

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Amount

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・ pprOyer rO amelld as approprare

︱

Short Form or contraCt

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O F DIC 1999

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Sub― Clause

Item

for

any)

Contractor's

5.1

......

Time for submission

........

7.2

......

Form of programme

........

7.2

......

Amount payable due to failure to complete

7.4

..

Specifcation Clause No's

Programme: Wrthin 14 days'of tf|e Commencernent Date.

.. ..

per day up

to a maximum of 10%- of

sum

stated in the Agreement Period for notifying defects . . . .

.

9.1

&11.5

365 days'catcutated from the date stated in the notice under Sub-Clause 8.2

Variation procedure

10.2.....

Daywork rates

(details) Valuation of the Works'

\-

11..1

.....

(details)

11.1

.....

(details)

Lump sum price with bill of quantities

11.1

.....

(details)

Rerneasurement with tender bill of quantities

11.'l

.....

(details)

Cost reimbursable

11.1

.....

(details)

Lump sum Price . .

.

Lump sum p.ice with schedules

of rates

.

Percentage of value of Materials and Plant

112

……

Mater」 s Plant

* Geneに ∽ nd“ Ons

Employer to amend as appropriate

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800/;

90y;

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Requirements design

Data

︵ ・  ︵

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Sub-Clause Data

︵

Ｊ碧７■ 剖ヨ叫 劃引 却︲＝押

hem

………

117

1nsurances

14 1

Plant The sum stated in the

Equipment

Agreement Plus 15% Full replacement cost

︵   ︵   ︵

Contractor's

 ︵ ︵ ヽ

fees

Exclusions'

Amount of cover*

covef

The Works, Materials, and

% per annum

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118

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Rate ofinterest … … … … …

Type of

5%

113

︵

Curency of pttπ nent

… .…

︵

Percentage of retenton

Third t%rty injury to Persons and darnage to Property

Workers ヘ

Other cover-

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Arbitration .

153

… … UNC TRAL Arblration Rules☆

︵

Bules . .

(detaに )

︵

153

… … Presldent of FIDIC or his nominee・ (deta‖ S)

Place of Arbtration

15.3.....

The Country.

-Employer to amend as aqqro?iate

lV

O F DC 1999

Short Fom of ContraCt

︵ ■

Appoinlng amhottty

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AGREEMENT

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GENERAL CONDIT10NS

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SHORT FORM of Contract

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PARTiCULAR CONDIT10NS

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RULES FOR ADJUDICAT10N

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GenmlCond轍 γs

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Edllon 1 999

NOTES FOR GUIDANCE

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1.1

Definitions

ln the Contract as defned below,the words and expressions delned sha‖ have the meanings assigned to them,except wllere the context requires othemガ se:

folloM″ ng

The Contract

111

・Contract・ means the Agrement and the other documents lsted h the

Appendix.

113

'Drawings' means the Employer's drawings of the Works as listed in the

︶   ︶

Appendix, and any Variation to such drawings.

Persons

114

'Employer' means the person named in the Agreement and the legal

︶  ︶

successors in title to this person, but not (except with the consent of the Contractor) any assignee.

︶  ︶ Dates, Times and

115

'Contractoa means the person named in the Agreemerit and the legal su@essors in title to this person, but not (except with the consent of the Employer) any assignee.

116

'Party' means either the Employer or the Contractor.

117

'Commencement Date' means the date 14 days after the date the Agreement comes into effect or any other date agreed between the Parties.

118

'day' means a calendar

Periods

119

day.

'Time for Completion' means the time for completing the Works as stated in the Appendix (or as elitended under Sub-Clause 7.3), calculated from the

Commencement Date.

︺  ︶

Money and Payments

1.1.10 'Cost'

Other Definitions

'1.1.1

means all expenditure properly incuned (or to be incuned ) by the Contractor, whether on or off the Site, including overheads and similar charges, but does not include proft.

1

'Contractor's Equipment' means all apparatus, machinery,

vehiclqs,

︺   ︶

facilities and other things required for the execution of the Works but does not include Matedds or Plant.

1.1.12 'Country' means

︶ .1

.1

.13

the country in which the Site is located.

'Employer's Liabilities' means those matters listed in Sub-Clause 6. 1 .

︶︱ ▼ こ Ｔ ︶

1.1.14 'Force M4eure'means beyond General Conditims

O F00 1999

a

an exceptional event or circumstance: which is Party's control; which such Party could not reasonably have

ШＯフ〓 口一 つ０  一

'Specification' means the document as listed in the Appendix, including Employer's requirements in respect of design to be canied out by the Cont actor, if any, and any Vaiation to such document.

一

︶  ︶

112

一  卜ＺШΣШビ ｏく  ■ ■ ■ 鵬 ヒ 需 口 ■   ︰哺０］ｏ野 動﹂

︶ ・       ︼      ︶

General Conditions

1.1.15

"Materials' means things of all kinds (other than Plant) intended to form or forming part of the permanent work.

.1..1.16 'Plant' means the machinery and apparatus intended to form or forming part of the permanent work. 1

.1.17

1.1.18

'Site" means the places provided by the Employer where the Works are to be executed, and any other places specified in the Contract as forming part of the site.

'Variation' means a change to the Speciication and /or Drawings 0f any) which is instructed by the Employer under Sub-Clause 10.1 . means all the work and design (if any) to be performed by the Contractor including temporary work and any Variation

1.1.19 'Works' 1.2 I

nterpretatio n

Words importing persons or parties shall include Jlrms and organisations Words importing singular or one gender shall include plural or the other gender where the contelit requires.

13

Priority of Documents

５ ４   Ы ︲ ・ ・ ︲

The documents forming the Contract are to be taken as mutually explanatory of one another. lf an ambiguity or discrepancy is lound in the documents, the Employer shall issue any necessary instructions to the Contractor, and the priority of the documents shall be in accordance with the order as listed in the Appendix.

The law of the Contract is stated in the Appendix.

Communications

Wherever provision is made for the giving or issue of any notice, instruction, or other communication by any person, unless otherwise specified such communication shall be written in the language stated in the Appendix and shall not be unreasonably withheld or delayed.

16

Statutory Obligations

The Contractor shall comply with the laws of the countries where activities are performed. The Contractor shall give all notices and pay all fees and other charges in respect of the Works.

The,E-mployer 2.1

Provision of Site

The Employer shall provide the Site and right of access thereto at the times stated in the Appendix.

22

Permits and Licences

The Employer shall, if requested by the Contractor, assist him in apptying for permits, licences or approvals which are required for the Works.

2

OFDC,999

Slort Fo.m of Coolracl

、 、 、 へ ⋮Ｌ﹁ ｒ ︵ ︱︲へ ・ へ ｌｌ︵ ︲ｌ︵ ヽ ︱ム ・ ︱ヘ ー ム １上﹁ ︱︱へ ， ︱へ ， ︱ム ー ム ︱上﹃ ︱︱︵ ｆＬヽ１ ， １＾ ﹂ ︵ ヽ １へ ヽ ︱ム Ｆ■﹁ ︰︲ ︱ム １上ヽ ｒｌ︹ ﹁︱へ ・ ︱︵ ﹁ ︱ムぎ１■︵■１ヽ ︲︱︵ ・ ︵・ ， ，

︲ ︱ ︱ ﹁﹁ 川﹁﹁引コ ﹁ ﹁ 引﹁■ロロ嘔□■劃劃割引一 ︰︱

provided against before entering into the Contract; which, having arisen, such Party could not reasonably have avoided or overcome; and, which is not substantially attributable to the other Party.

︶  ︶

2.3

The Contr3ctor shall compty with all instructions given by the Employer in respect of the Works including the suspension of all or part of the Works.

︶  ︶  ︶

24

Approvals

No approval or consent or absence of comment by the Employer or the Employer's representative shall affect the Contractor's obligations.

■ Ｚ Ш Σ ｕШ ∝ ０ く

lnstructions

Employer's

E3eris Representatives 3.1

Authorised Person

︶  ︶

32 Employer's Representative

The Emp10yer may also appoint a lrrln orindMdualto cary out certa n duties The

appointee may be narned ln the Appendk, or nottted by the Emp10yer to the

︶  ︶

duties and authorty Of this Emplり 。rs representatヤ e

︶  ︶

Th4ntractor 4.1

︶  し

The Contractor shall carry out the Works properly and in accordance with the Contract. The Contractor shall provide all supervision, labour, Materials, plant and Contractor's Equipment which may be required. All Materials and plant on Site shall be deemed to be the property of the Employer.

42

Contractor's Representative

The Contractor shall submit to the Employer for consent the name and paruculars of the person authorised to receive instructions on behatf of the Contractor.

4.3

Subcontracting ︲  ︶ ヽ  ︶

The Contractor shall not subcontract the whole of the Works. The Contractor shall not subcontract any part of the Works without the consent of the Employer.

44

Performance Security

︶︲ Ｉ

lf stated in the Appendix, the Contractor shall deliver to the Employer within 14 days of the Commencement Date a performance s€curity in a form and from a thhd party approved by the Employer.

Ｉ

Deξ['l by COntractor

ヽ   ▼︱ ヽ こ ︰ Ｉ

5.1

Contractor's Design

The Contractor shall carry out design to the extent specified, as refened to in the Appendix. The Contractor shall promptly submit to the Employer all designs prepared by him. Within 14 days of receipt the Employer shall notify any comments or, if the design submittecj is not in accordance with the Contract, shall reject it stating the reasons. The Contractor shall not construct any element of the permanent work designed by him within 14 days after the design has been

哺

0日 DЮ 1999

」姉

め nS

ШＯ Ｚ く ０ 一 ⊃０

Contractorね m lmeto lme The Emploβ shallno¨ ゾthe cOntractor ofthe delegated

Genera1 0b‖ gations

Ｃ Ｏ ﹂ ∽ Шコ ⊃ ∝

One of the Employer's personnel shall have authority to act for him. This authorised person shall be as stated in the Appendix, or as otherwise notified by the Employer to the Contractor.

︶

藁男 ﹁ ︼口 彗 劉 楓 ♂ 副 α ≧刊 ・

submittqd to the Employer or where the design for that element has been rejected' Design that has been relected shall be promptly amended and resubmitted The Contractor shall resubmit atl designs commented on taking these comments into account as necessary 5.2

Responsibility for Design

The Contractor shall remain responsible for his tendered design and the design under this clause, both of which shall be fit for the intended purposes defined in the contract and he shall also remain responsible for any infringement of any patent or copyright in resp€ct of the same. The Employer shall be responsible for the Specifcation and Drawings.

EttetthⅧ 61

︲ 界勢劃

Employeris Liab‖ ities

“

ln this Contract, Employer's Liabilities mean

:

a)

war, hostilities (wirether war be declared or not), invasion, act of foreign

b)

enemies, within the Country, rebellion, tenorism, revolution, insunection, military or usurped power, or civil war, within the Country,

c)

commotion or disorder by persons other than the Contractor's personnel and other employees, affecting the Site and/or the Works' rio1,

d)ionisingradiations,orcontaminationbyradio-activityfromanynuclearfuel'or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such an assembly, except to the extent to which the Contractor may be responsible for the use of any radio-active

e) 0 g) h)

material, pressure waves caused by aircraft or other aerial devices travelling at sonic or

supersonic speeds, use or occupation by the Employer of any part of the WorK, except as may be specified in the contract, design of any part of the Works by the Employer's personnel or by others for whom the Employer is responsible, and any operation of the forces of nature affecting the Site and/or the Works, which was unforeseeable or against which an experienced contractor could not

precautions.

i) 11 Ю り

reasonably have been expected to take , Force Majeure, a suspension under sub-clause 2.3 unless it is attributable to the contractor's failure, any failure of the EmPloYe(

or physical conditions other than climatic conditions' encountered on the Srte during the performance of the Woks, which physical obstructions

ｍ  ＞ ｎ

permanent

pl

4

wok, and

of the Contractorts ob‖ gations tO dalnage whiCh is an unavoidable reSu‖ execute the WOrks and to remedy any defects

O FlDC 1999

urtFom orCOntct

   ︵     ︵ ︵  ︶ ヽ

0)

obstructions or conditions were not reasonably foreseeable by an experienced contractor and which the Contractor immediately notmed to the Employer, any delay or disruption caused by any Vaiation, any change to the law of the Contract after the date of the Contractor's offer as stated in the Agreement, losses arising out of the Employer's right to have the permanent work executed on, over, under, in or through any land, and to occupy this land for the

ヘ

Ｆ七距 曜虔

m ・轟 rcom劇 山 ︶  ︶

7.1

Execution of the Works

The Contractor shall commence the Works on the Commencement Date and shall proceed expeditiousty and without delay and shall complete the Works within the Time

for Completion. 72

Programme

Ⅵれhin the lme stated in the Appendlx,the Contractor sha‖

submt to the Employer a

prOgramme forthe Works in the fom stated in the Appendix

Subject to Sub-Clause 10.3, the Contractor shall be entitled to an elitension to the Time for Completion if he is or will be delayed by any of the Employer,s

︶   ︶

74

Late Completion

︶   ︶

lf the Contractor fails to complete the Works within the Time for Completion, the Contractor's only liability to the Employer for such failure shall be to pay the amount stated in the Appendix for each day for which he fails to complete the Works.

︶

Ta8_。 v er

︶

8.1

Completion

The Contractor may notifu the Employer when he considers that the Works are

︶

complete.

︶

8.2

Taking-Over Notice

The Employer sh」 l notψ the contractor when he considers that the Contractor has completed the Works stating the date accordingv Akernatvely・ the Employer may notlfy the Contractor that the Wo‖ に,dthough not仙 ￨ッ ∞ mplete,are ready for tttng over・

stating the date accordingly

‐

The Employersha‖ take overthe Works upon the issue ofthis notice The Contractor ︶  ︶

shall promptッ

∞ mplete any outstanding work and,sublect to Clause 9,clear the

Ste

RettyingDefects 9.1

！︲ ︶         ︶ ︶

Remedying Defects

The Employer may at any time prior to the expiry of the period stated in the Appendix, noti{y the Contractor of any defects or outstanding work. The Contractor shall remedy at no cost to the Employer any defects due to the Contractor's design, Materials, Plant or workrnanship not being in accordance with the Contract.

Genera ∽

O FIDC 19∞

nd tions

ШＯ Ｚ く０ 一 ⊃０

On receipt of an application from the Contractor, the Employer shall consider all supporting details provided by the Contractor and shall extend the Time for Comdetion as appropriate.

Ｆ ‘︲

Liabilities.

∝ ０ ﹂ の ШＪ⊃ “

Extension of Time

２ ´ヽ 卜 ０ぐ 一 Ｃ 二 一こ く

73

[_

The cost of remedying defects attributable to any other cause shall be valued as a Variation- Failure to remedy any defects or complete outstanding work within a reasonable time of the Employels notice shall entitle the Employer to carry out all necessary work at the Contractor's cost.

1 ^ ￨

^

92 Uncovering and Testing

The Employer may give instruction as to the uncovering ancl/or testing of any work' Unless as a result of any uncovering ancyor testing it is established that the Contractor's design, Materials, Plant or workmanship are not in accordance with the

Contract, the Contractor shall be pald for such uncovering ancl/or testing as

a

Variation in accordance with Sub-Clause 10.2.

Ⅷ 呻ittandα Jms 10.1

Right to Vary

The Employer may instruct Vadations.

――――――一 ‐―――― 10.2 -― ―‐

Valuation of VanatiOns

Variations shall be valued as follows:

a) b) c) d) e)

at a lump sum price agreed between the Parties, or where appropriate, at rates in the Contract, or in the absence of appropriate rates, the rates in the Contract shall be used as the basis for valuation, or failing which at appropriate new rates, as may be agreed or which the Employer considers appropriate, or if the Employer so instructs, at daywork rates set out in the Appendix for which the Contractor shall keep records of hours of labour and Contractor's Equipment, and of Materials used.

103 Early Warning

A Party shall notiry the other as soon as he is aware of any circumstance which may delay or disrupt the Works, or which may give rise to a claim for additional payment' The Contractor shall take all reasonable steps to minimise these effects'

104 lf the Contractor incurs Cost as a result of any of the Employer's Liabilities, the Contractor shall be entitled to the amount of such Cost. lf as a result of any of the Employer's Liabilities, it is necessary to change the Works, this shall be deaJt with as a Variation.

10.5

6

The Contractor shall submit to the Employer an itemised make-up of the value of Variations and claims within 28 days of the instruction or of the event gMng rise to the claim. The Employer shall check and if possible agree the value. ln the absence of agreement, the Employer shail determine the value.

O FIDIC 1999

Sho"Forln Of an"at

      へ   へ   ＾     ︵       ︵ ・ ︰ ヽ ヽ ヽ ´   一 塁 一

Variation and Claim Procedure

ヘ           ヘ       へ           ︵       ︵ ︲  ︰ ，

The contractor,s entitlement to extension to the Time for completion or additional payment shall be limited to the time and payment which would have been due if he had given prompt notice and had taken all reasonable steps.

Right to Clalm

上 よ へ・ ︲︲ ︱ム ︱へ ＩＩ︵ ｉ ︱人ゴー上﹁ ︲ ︱へ ﹁ ︱ムギー︲へ ・ ︱ム ・ ヘ ーム ■︲︵ ︱ ︵ ︲︱へ ﹁

︲ ︵ 一¨ 詢掴 ﹁■口劃叔Ｈ﹁Ｊ日釧判﹁ 川易覇﹁ 一 ﹁一

よ よ

︶   ︶ 11.1

Valuation of the Works

The Works sha‖ be valued as prov ded forin the Appendix,subl∝ tto Clause 10

11 2

Monthly Statements

The Contractor shall be entⅢ ed to be paid at monthly intervals:

ヽＩＩ﹁︲ヽ︱ ﹂ ﹁︲ヽ︱ ヽ ﹁︱ヽ１ ヽ ﹁︱ヽ １ ﹂ ﹁︲﹁︱ ヽ︱ ﹂ ﹁︲ヽ︱ ヽ 可︲ヽ︱ ﹂ 可︲ヽ︱ ﹂ ﹁︲﹁︱ ﹂ ﹁︲‘ ﹁︱ヽ︱ ヽ１ ヽ ﹁１︺

a the value ofthe Works executed, bl the percentage stated in the Append侠 of the vaue of Materds and Plant ddヽered to the Ste at a reasonable lme, sublectto any addtions or deductions which may be due The Contractor sha‖ submt each month to the Emp10yer a statement shoぃ 4ng the alnounts to which he considers himself entlled

11_3

lnterim Payments

Wrthin 28 days Of dellvery of each statement,the Employer sha‖ pay to the Contractor

the amount shown in the Contractors statementlett retenIOn at the rate stated in the Appendix,and less any arnountfor which the Employer has specned his reasons for disagreement The Emp10yer sha‖ not be bound by any sum prevousυ conSidered by him to be due to the Contractoに

The Emp10yer may wthhold intenm payments unt‖ he receves the performance SeCu¨ /under Sub― Gause 4 4 r anyl

114 Payment of ttrst Half of

Retention

One haf of the retention shall be pald by the Emp10yer to the Contractor vⅥ

days afterissuing the notice under Sub―

thin 1 4

Clause 8 2

11 5

Payment of Second Har of Retention

The remander Ofthe retenlon shall be pald by the Emp10yerto the Contractor wthin 14 days a■ er etherthe expiry ofthe penod stated in the Append侠 ,or the rernedying of notned defects or the∞ mpletion Of oustanding wok,all as referred to in Sub― Clause 9 1,whicheveris the later

116 Final Payment

Within 42 days of the latest of the events listed in Sub-Clause

1 1 .5 above, the Contractor shall submit a fnal account to the Employer together with any documentation reasonably required to enable the Employer to ascertain the final

contract value. Within 28 days after the submission of this finai account, the Employer shall pay to the

Contractor any amount due. tf the Employer disagrees with any part of the Contractor's final account, he shall speciry his reasons for disagreement when makjng payment. 11.7

Currency

Payment shall be in the cunency stated in the Appendix.

11 8

Delayed Payment

The Contractor sha‖ be enttled to interest at the rate stated in the Appendix for each

day the Emp10yerfals tO pay beyond the prescttbed papent penod Genera Cond1 0ns

O FiCI C l∞ 9

Ｆ 牝濠 曜暉Ｌ■鳳菫田一Ｌ旧隔はＬ， ︲ ︱胆に旧﹂

︶  ︶

c:itllltPrice,and Payment

■1,1

-:

‐

Deftti:・ 121 Defau:t by Contractor

d lf the Contractor abandons the Works, refuses or fails to comply wtth a va‖ instn」 ction of the Employer or fals to proceed expedliOusy and wlhout delay oris, despite a wntten complaint,in breach ofthe Contracti the Emp10yer may 9ヤ e notiCe referrng to this Sub― Clause and stating the defaul

if the Contractor has not taken a‖

practicable steps to rernedy the defaut wlthin 1 4

days after the Contractor's receipt ofthe Employers notice,the Employer may by a ＺＯ 一 Ｌヽ ︶ ０ ⊃ つ０ く ｒ Ｄ ■ つｕＪＤ ｒ

second notice g,ven wlthin a further 21 days,terrninate the Contract The Contractor sh」 l then demob‖

ise from the Sle leavng behind Matends and Plant and any

Contractor.s Equipment which the Emp10yerinstmcts in the second notice is to be used unt‖ the completion ofthe VVorks 12.2

Defau:tby Emp:oyer コＤ Ｚ´ ヽョ Ｄ Ｄ     一

lf the Emp10yer fals to pay in accordance wlh the Contract,or is,despte a wltten complant,in breach Of the Contract,the Contractor may 9 ve notiCe refemng to this Sub― Clause and stating the defaun r the defauL is not remedied wthin 7 days after the Emp10yers receipt ofthis notice,the Contractor may suspend the execution of dl

or parts ofthe Works if the default is not remedied within 28 days after the Employeris receipt of the

Contractor's notice,the Contractor may by a second notice given within a ttnher 21 days,terminate the Contract The Contractor sha‖ then demob‖ se from the

Sle

123 lnsolvency

lfaPartyisdeclaredinsoventunderanyapplicablelaw,theotherPartymaybynotice Equipirent which the Employer instructs in the notice is

to be used until the

completion of the Works.

へ   ︵

terminaie the Contract immediately. The Contractor shall then demobilise from the Site leaving behind, in the case of the Contractor's insolvency, any Contractor's

12.4

Payment upon Termination

After ternination,the Contractor shall be entlled to payment ofthe unpald b」 ance of

the va ue ofthe Works executed and ofthe Materals and Plant reasonably delヤ ered to the S te,adlusted by the fo‖ owlng: al

b)

any Sums to WhiCh the Contractoris enIJed under Sub―

Clause 10 4,

any Sums to whiCh the Emp10yeris entlled,

Cl

if the Emp10yer has terminated under Sub― Clause 12 1 or 12 3,the Employer sha‖ be entnled tO a sum equ、へent to 20%of the value ofthose parts ofthe

dl

rthe contractor has terminated under Sub‐ Clause 12 2 or12 3,the Contractor

VVorks not executed at the date ofthe terrnination, sh」 l be entitled to the Cost of his suspension and demoblisation together with

a sum equⅣ alent to 1 096 ofthe value ofthoSe parts ofthe VVorks not executed at the date ofternination

The net balance due sha‖ be pald or repald within 28 days of the notice of telマ nination

8

O FOC 199Q

Short Form of Cootract

︵ 轟 ・

13.1

Contractor's Care of

Works

the

卜Ｚ Ш Σ ШШ ∝ ０ く

︶   ︶

Π tta3espOiJЫ 町 The Contractor shail take full responsibility for the care of the Works from the Commencement Date until the date of the Employer's notic€ under Sub-Clause 8.2. Responsibility shall then pass to the Employer. lf any loss or damage happens to the Works during the above period, the Contractor shall rectiry such loss or darnage so that the Works conform with the Contract.

negligence or by other defautt of the Contractor, his agents or employees.

∝０﹂∽ШコＤＣ

Unless the loss or damage happens as a result of an Employer's Uability, the Contractor shall indemnify the Employe( the Employer's contractors, agents and employees against all loss or damage happening to the Works and against all claims or expense arising out of the works caused by a breach of the contract, by

132 Force Majeure

Contractor sha‖ suspend the exect」 tion ofthe Works and,to the extent agreed wnh

︶  ︶

the Employol demob‖ ise the Contractor's Equipment lf the event continues for a penod of 84 days,ether Pany may then gル e notice of

︶  ︶

ternination which sh」 ltake effect 28 days after the giⅥ ng Of the notice After ternination,the Oontractor shall be entlled to payment ofthe unpad balance Of

the value ofthe Works execuわ d and ofthe Matenals and Plant reasonaby delvered to the Sに ,adlusted by the fo‖ owing: ω ０ ０

︶   ︶

any sums to which the Contractor is entitled under Sub-Clause 10.4, the Cost of his suspension and demobilisation, any sums to which the Employer is entitled.

The net balance due sha‖

be pald or repad wlhin 28 days of the notice of

terrninat on

htta4 14.1

Extent of Cover

The Contractor shall, prior to commencing the Works, effect and thereafter maintain insurances in the.ioint names of the Parties:

︶

for loss and damage to the Works, Materials, Plant and the Contractor's

︶

Equipment, b)

︶ ▼Ｉ

C)

Ｙ 上 丁 マー

Gerpral Condibns

for liability of both Parties for loss, damage, death or injury to third parties or their property adsing out of the Contractor's performance of the Contract, including the Contractor's liability for damage to the Employer's property other than the Works, and for liability of both Parties and of any Employeas representative for death or injury to the Contractor's personnel except to the extent that liability arises from the negligence of the Employer, any Employer's representative or their employees.

O F 01C 1999

ｕＯｚ≦ｅＤ０

r a PaⅢ ゾis or輛 ‖be prevented from performing any of ts obloatiOns by Force Maleure,the Pa"afFected sh」 l not″ the Other Paw immediatev「 necessary the

︶

142

All insurances shall conform with any requirements detailed in the Appendix. The policies shall be issued by insurers and in terms approved by the Employer. The

Arangements

Contractor shall provide the Employer with evidence that any required policy is in force and that the premiums have been paid.

■固瓢日

Ail payments received from insurers relating to loss or damage to the Works shall be

held jointty by the Parties and used for the repair of the loss or damage or as compensation for loss or damage that is not to be repaired.

143

‐… ― 一 ――

―― ― ―― ―――― ―― ――――――一―――― ― ― ― ― ― ―― ― ―――

Failure to lnsure

―― ―

ｚ。ｆ不 挿 鋼 ЮК  一

the Contractor fails to effect or keep in force any of the insurances refened to in the previous Sub-Clauses, or fails to provide satisfactory evidence, policies or receipts, the Employer may, without prejudice to any other right or remedy, effect insurance Jor the cover relevant to such default and pay the premiums due and recover the same as a deduction fiom any other monies due to the Contractor. tf

Ｊ

組15dDisp正 ∝

， こ こ ヽり ・Ｄ

151 AdiudiCation

，     一

Unless settled amicably, any dispute or difference which arises betlveen the Contractor and the Employer out of or in connection with the Contract, including any valuation or other decision of the Employer, shall be refened by either Party to adjudication in accordance with the attached Rules for Adiudication ('the Rules"). The adjudicator shall be any person agreed by the Parties. ln the event of disagreement, the adjudicator shall be appointed in accordance with the Rules.

152 Notice of Dissatisfaction

if a PaⅢ /iS dissat sfled wlth the deCision Of the adludicator or r no decision is g位

en

wnhn the lme set out in the Rules,the Pany may gn′ e notice of dissat sfaction refe輛 ng to this Sub― Clause wthin 28 days of receipt ofthe decislon or the expiry of the tirne for the decision lf no notice of dissatisfaction is given wnhin the speclned tirne,the decision sha‖ be nnd and binding on the Partles lf notce of dissatsfaction is g ven wnhin the spectted tirne,the decision shall be bindlng on the Parties who sh」

￨

give effectto l withom delay unless and untilthe decision ofthe adludicatoris revised by an arbitraton

15.3 -一 ― Arb■ ほ Jon

A dispute which has been the subject of a notice of dissatisfaction shall be linally settled by a single arbitrator under the rules specified in the Appendix. ln the dbsence of agreement, the arbitrator shall be designated by the appointing authority specified in the Appendix. Any hearing shall be held at the place specified in the Appendix and in the language refened to in Sub-Clause 1 .5.

10

Smrt Form of Contract ︵ 〓

Sub-Clause Adjudication Approvals Arbitration

Arangements, lnsurance

2.4

10 3

15.3 14.2

10 10

15.1

Authorised person Communications

Page

3 .l

.5

2

Compbtion Contractor's Care of the Works Contractor's Design Contractor's Representative

8.1 13.1

I

5.1

3

4.2

Cunency

11.7

3 7

Defautt by Contractor Defautt by Employer Definitions Delayed Payment

12.1 1.1

1

11.8

7

Early Warning, Claims

10.3

2.3

6 3

J.Z

3

6.1 7.1

4 5 5

Employer's lnstructions Employer's Representative Employer's Liabilities Execution of the Works Extension of Time Extent of Cover, lnsurance Failure to lnsure Final Payment

12.2

-7 .)

14.1

5

I I

I

14.3 11.6 13.2

10 7

4.1

3

lnsolvency lnterim Payments lnterpretation

12.3 11.3 1.2

8

Late Completion Law

7.4

Force Mdeure General Obligations, Contractor

I

7

５

︺   ︶    ︶   ▼ ，  マ ー

2 ２

マ ，  ︶︱   マー ・ ︺

General Conditioos

1.4

Monthly Statements

11

Notice of Dissalisfaction

15.2

10

Payment upon Termination Performance Security Permits and Ucences Priority of Documenls

12.4

a

4.4

3 2 2

o FtDc 19q)

.2

2.2 l.J

11

Ｆ 陸喘 陀 ド ■理壼理 磁 置 應 鷹 隣 匿 Ｆ ﹂ 躍 旧 Ｌ

lNDEX OF SUB― CLAUSES

︵ ︵ ︵

Retenlon,Second Har Right to Claim Right to Vary

52 114 115 104 101

5 4 7 7

6 6

６

４

３

つ こ う０

１

Statutory Ob‖ gations

91

︵

Responsib‖ ity for Design Retenton,日 rst Haf

ヘ

Defects

ヘ

１

RernⅢ ng

ウ‘

２

ProMsion of Sne

５

７

２

嘔 ︻ 嘔 一 ９ 一 ︼ ︼ 一         一 ロ ロ ” “ 一 一           ﹂   一 ・ Ｚ Ｏ     つ つ わ つ Ｋ               一 一 ド ぶ 一 ︲ ︰ ︰ ゝ   ︲ ︲ ， ， ， ，

PrOgramme

Subcontracting Taking― Over

Notce

Uncovenng and Testing

102 105

６

1/ar ation and Claim Procedure

111

^ ６

N/a uation of Vanations

92 ７

Vauation of the VVorks

82

一

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^ ͡

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12

O FD0 1999

Short Fom or COnt act

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￨―

︶ ︶ ︺ ︶ ︶ ︶ ︶ ヽ ﹁ ﹁ ﹁ ヽ ﹁ ﹁ ﹁ ﹁ ﹁ ﹁ ﹁ ﹁ ヽ ﹁ ヽ ﹁ ﹁ ﹁ ﹁ ﹁ ﹁ ﹁ 、 ﹁ ヽ 、 ︼

AGREEMENT

GENERAL CONDIT10NS

SHORT FORM of Contract

PARTICULAR CONDIT10NS

RULES FOR AD」 UDiCAT10N

Parular cOndm 日rst Edttbn 1 999

NOTES FOR GUIDANCE

FEDERAl10N INTERNAl10NALE DES INGENIEURS‐ CONSEl:: lNTERNAl10NAL FEDERA■ ON OF CONSuLTING ENGINEERI

INTERNAl10NALE VEREINIGUNG BERATENDER INGENIEURI FEDERAC10N INTERNAC10NAL DEINGEN EROS CONSULTOREl

(1::〕

)

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^

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^ ヘ

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^

^ ヽ

^

͡

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ヘ ￨=1ヽ

﹁ ﹁ ﹁ ﹁ ﹁ ﹁

Particular Conditions

﹁ ﹁

It is intended that the Short Form of Contract will work satisfactorily without any Particular Conditions. However, if the requirement of the proiect makes it desirable to arnend any Clause or to add provisions to the Contract, the amendments and additions should be set out on pages headed Particular Conditions. Care should be taken with the drafting of such Clauses especially in view of the high priority given to the Particular Conditions by Sub-Clause I .3.

O FIDiC 1999

ヘ

1::―

1議

￢ ヽ

￢

AGREEMENT

￢ ヽ ￢ ￢ ￢ ￢

GENERAL CONDIT10NS

SHORtt FORM of Contract

￢

l l'l

PARTICULAR CONDIT:ONS

RULES FOR AD」 UDICAT:ON

tl

Rules for Adiudicaton

l

First Edition 19sg

I

NOTES FOR GU:DANCE

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酬 トiざ 8さ

DERA00N NrERNA00ML〔

齢

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○

Ｆ Ｚ Ｕ Σ □ ｕＣ Ｏ く

Rules for Adjudication refered to in Sub‐ Clause 1 5.1

Ｊく Ｃ Ш Ｚ Ш ０

︶  ︶

General

Any reference in the Conditions of Contract to the Rules for Adjudication shall be deemed to be a reference to these Rules. Definitions in the Contract shall apply in these Rules.

Adiudicator shail be a suitably qua.lilied person. lf for any reason the appointment of the Adjudicator is not agreed at the latest within 14 days of the reference of a dispute in accordance with these Rules, then either Party may appM with a copy of the apptication to the other party, to any appointing authority named in the Contract or, if none, to the president of FIDIC or his nominee, to appoint an Adjudicator, and such appointment shall be

fnal and conclusive. The Adjudicator's appointment may be terminated by mutual agreement of the Parties. The Adjudicator's appointrnent sha,l expire when the Works have been

completed or when any disputes rofened to the Adjudicator shall have been withdravm or decided, whichever is the later.

Terms of Appointment

6

The Adjudicator is to be, and is to remain throughout his appointment, impartial and independent of the Parties and shall immediately disclose in writing to the Parties anything of which he becomes aware which could affect his impartiality

ヽ︱ ヽ こ ︱ マ ニ 可 ︶Ｉ ヽ こ １ ヽ こ Ｔ ヽ こ

or independence.

7

The Ad.iudicator shall not give advice to the Parties or their representatives concerning the conduct of the project of which the Works form part othdr than in accordance with these Rules.

8 9

The Adjudicator shall not be called as a witness by the Parties to give evidence conceming any dispute in connection with, or arising out of, the Contract.

The Adjudicator shall treat the details of the Contract and all activities and hearings of the Adjudicator as confidential and shall not disclose the same without the prior written consent of the Parties. The Adiudicator shall not, without the consent of the Parties, assign or delegate any of his work under these Rules or engage legal or technical assistance.

10

The Adjudicator may resign by gMng 28 days' notice to the Parties. ln the event of resignation, death or incapacity, termination or a failure or refusal to perform

the duties of Adjudicator under these Rules, the Parties shall agree upon a replacement Adjudicator within 14 days or Rule 4 shall apply. Rles fo. Adiudicatixr

o

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19s9

i

ШＯ Ｚく ０ 一 ⊃０

︱ ヽ︱ ヽ こ ⋮ ヽ Ｆ 可 ヽ︲ヽ こ ︱ ヽ こ ，

The Parties shall jointly ensure the appointment of the Adjudicator. The

Appointment of Adiudicator

The Adjudicator shall in no circumstances be liable for any claims for anything done or omitted in the discharge of the Adiudicator's duties unless the act or omission is shown to have been in bad faith.

12

︲ 多〓引〓 ■国編日□日﹁ 引劃︼司劃

lf the Adjudicator shall knowingly breach any of the provisions of Rule 6 or act in bad faith, he shall not be entitled to any fees or expenses hereunder and shall reimburse each of the Parties for any fees and expenses properly paid to him

if, as a consequence of such breach any procoedings or decisions of the

Adjudicator are rendered void or ineffective.

Payment

13

The Adjudicator shall be pajd the fees and expenses set out in the Adiudicator's Agreement.

14

The retainer fee, if applicable, shall be payment in full for:

(a) (b) (c) 15

being available, on 28 days' notice, for all hearings and Site visits; all office overhead expenses such as secretarial services, photocopying and office supplies incuned in connection with his duties; all seMces performed hereunder except those performed during the days refened to in Rule 15.

The daily fee shall be payable for each woking day preparing for or attending Site visits or hearings or preparing decisions including any associated travelling time.

16

The retainer and daily fees shall remaln fixed for the period of tenure of the Adjudicator.

17

All payments to the Adjudicator shall be made by the Contractor who will be pay entitled to be reimbursed half by the Employer. The Contractor shall invoices The Adjudicator's receipt. 28 days of invoices addressed to him within for any monthly retainer shall be submitted quarterly in advance and invoices for daily fees and expenses shall be submitted lollowing the conclusion of a Site visit or hearing. All invoices shall contain a brief description of the activities performed during the relevant period. The Adjudicator may suspend worl< if any invoice remains unpaid at the expiry ot the period for payment, provided that 7 days prior notice has been given to both Parties.

Procedure lor Obtaining Adiudicator's Decision

18

lf the Contractor fails to pay an invoice addressed to it, the Employer shall be entitled to pay the sum due to the Adjudicator and recover the sum paid from the Contractor.

'19

A dispute between the Parties may be refened in writing by either Party to the Adjudicator for his decision, with a copy to the other Party. lf the Adjudicator has not been agreed or appointed, the dispute shall be refened in writing to the other Party, together with a proposal for the appointment of an Adjudicator' A reference shall identify the dispute and refer to these Bules.

20

The Adjudicator may decide to visit the Site. The Adjudicator may decide to

conduct

a hearing in which event he shall decide on the date, place

and

duration for the hearing- The Adjudicator may request that written statements from the Parties be presented to him prior to, at or after the heaing. The Parties shall promptly provide the Adiudicator with sufficient copies of any documentation and inlormation relevant 10 the Contract that he may request' 0曰 D01999

Strort Form of Contract

decide upon the Adjudicator's own jurisdiction, and as to the scope of any dispute refened to him, make use of his own specialist knowledge, if any, adopt an inquisitorial procedure,

decide upon the payment of interest in accordance with the Contract, open up, review and revise any opinion, instruction, determination, certmcate or valuation, related to the dispute, refuse admission to hearings to any persons other than the Employer, the Contractor and their respective representatives, and to proceed in the absence of any Party who the Adjudicator is satisfied received notice of the hearing.

No later than the ffty-sixth day after the day on which the Adjudicator received a reference or, if later, the day on which the Adjudicator,s Agreement came into effect, the Adjudicator shall give written notice of his decision to the parties. Such decision shall include reasons and state that it is given under these Rules.

Bubs tor Adjudicatih

O F101C 1999

ШＯフく０ つ０   一

All communlcations between either of the parties and the Adjudicator and all hearings shall be in the language of the Adjudicator's Agreement. All such communications shall be copied to the other party.

Ш く Ｌ Ш Ｚ Ш ６ 一 ｒ 躍製 一 ︲ コ     一 一 一 口 凹 口 四 И Ｍ 日 日 曰 凹 一 暉 ︲注曜︲

０ ００００ ０

﹁‘︼︱こ﹁︱﹁︱ ﹁︱ ﹁︱ ︼︱ ︼︱ ﹁︱ ﹁︱ ﹁︱ ﹁︱ ﹁ｌ．ヽ１ ヽ︱ ヽ︱。﹁１ ﹁︱ ヽ︱ ﹁１ ヽ１ ﹁︱ ヽ１ ヽ︱ ヽ１ ヽ１ ヽ１ ヽ１ ヽ１ ヽ１ ヽ１ ヽ１ ヽ１ ヽ日 ︼ ﹂

The Adjudicator shall act as an impartial expert, not as an arbitrator, and shall have full authority to conduct any hearing as he thinks fit, not being bound by any rules or procedures other than those set out herein. Withod limiting the foregoing, the Adjudicator shall have power to:

︵   ︵

Adjudicator's Agreement 〇２００ ∽ＺＯＦ一

ldentncatiOn Of Prolect

lthe・ Prolect・ )

Narne and address ofthe Employeri

︵  ︵  ︵

(the 'Employe") Name and address of Contractor:

︵   ︵   ︵

he・ COntractor・ 〔

)

Nalne and address of Adludicator

he・ Adludicator・ ぐ

)

Whereas the Employer and the Contractor have entered into a contract(・

the

Contracti)fOrthe execution ofthe Prolect and wish to appOint the Adludicator to act as adludicatorin accordance wth the Rules for Adludication rthe Rules・ 1

The Emp:oyet Contractor and AttudiCator agree as fo‖ ows: l

l he Rules and the dispme prOvisions of the Contract sha‖ forrn part of thiS

Agreement 2

T he Adludicator sh」 l be pald:

A retainer fee of

per calendar month

(where applicable) A daily fee of

Expenses (including the cost of telephone calls, courier charges, faxes and telexes incuned in connection with his dutiesi all reasonable and necessary travel expenses, hotel accommodation and subsistence and other direct travel expenses).

Receipts will be requared for all expenses.

iv

@

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l

{iar

︶ ン Ｆ

SIGNED BY

ｅ ｍ ｍ ﹄ ａ Ｎ

for and on behalf of the Employer in the presence of

Witness

“

---

SIGNED BY

ｅ ｍ ｍ 趾 ａ Ｎ

for and on behatf of the Contractor in the prosence of

Witness

=--

Ｓ

SIGNED BY

ｅｅ ｍ ｔ ｍ ａ ａ Ｎ Ｄ

for and on behaf of the Adjudicator in the presence of

Witness

_

“

O F1010 1999

V

︰ュ 静叫験ｏ 一 ■鵬Ｂ開睡口Ｈ口    Ш ｏ２さ一 ＤＯ ・

The language of thls Agreement shall be

一

This Agreement shall be governed by the law of

卜嗜 疇 卍 聖 Ｉ

has disclosed to the Parties any previous or existing relationship with the Parties or others concerned with the Proiect. ４     ５

ヽ︲ ヽ︲ こ ︱ ﹁︱ ﹁ ︰︼‘こ ︱ ﹁ ご ︱ ﹁ ご ︱ ﹁ ご ︱ ﹁ ご ︱ ﹁ ご ︱ ﹁ ご ︱ ﹁ こ ︱ ﹁ Ｊ Ｉ ﹁ こ ︱ ﹁ １

The Adjudicator agrees to act as adjudicator in accordance with the Rules and

͡

ヘ

ヘ

͡

１ １ ■ ￥﹁ ヽ﹁ ﹁ ヽ︲ヽ ﹁． ヽ ﹁ ﹁ ﹁ ヽ ヽ ヽ ヽ ﹁ ヽ 環 ヽ ヽ ヽ ﹁ ヽ ヽ ヽ ヽ ヽ ﹁ ヽ ヽ﹂

AGREEMENT

GENERAL CONDiT10NS

SHORT FORM of Contract

PARTICULAR CONDIT!ONS

RULES FOR AD」 UDiCAT:ON Notes for Guidance

First Edtion 1999

NOTES FOR GU:DANCE

FEDERA■ON lNTERNA￢ ONALE DES iNGENIEURS‐ CONSE!LS

INTERNAnONAL FEDERAT10N OF CONSUL￢ NG ENGlNEERS INTERNAT10NALE VEREINIGUNG BERATENDER INGENlEURE FEDERAC10N!N「 ERNAC10NAL DEINGENIEROS CONSULTORES

︵ヽ ︵

芝 豊 Ш震 ２   一

(not forming part of the Contract)

General

Ｊく∝ ШＺ Ш０

The objective of this Contract is to express in clear and simple terms traditional procurement concepts. The C,ontract is intended to be suitable for works of simple content and short duration. lf it is required that the Contractor should undertake design, this is also provided for. There are no Particular Conditions, afthough these Notes contain alternative wording

for consideration in particular circumstances. All necessary additional information is intended to be provided in the Appendix. A single document is proposed for the form of tender and the agreement. This reffects the simple projects envisaged. One resutt of the simple form of Contract is that there is an increased burden on the Employer to set olrt in the Specification and Drawings the full scope of works, including the extent of any design to be done by the Contractor. There is no Engineer or Employer's Representative in the formal sense used in some

other FIDIC Conditions. The Employer takes all necessary actions. However, the Employer must nominate his authorised spokesman and, if he wishes to engage a consultant to administer the Contract, may appoint a representative with specilic delegated duties and authority. The Contractor also nominates a representative.

The Conditions contain no overall limit on the Contractor's liability. lf such a limit is required, a Clause should be inserted in the Particular Conditions.

Agreement

The printed form envisages a simple procedure of offer and acceptance. ln order to avoid the traps and uncertainties that sunound 'letters of acceptance' and 'letters ol intent', it was thought preferable to promote a clear and unambiguous practic'e. It is intended that the Employer will write in the Employer's name in the Agreement and fill in the Appendix where appopriate and send two copiqs to tenderers together with the Specificalion, Drawings etc forming the tender package. ln resp€ct of both copies, the Contractor is to complete, sign and date the Offer section and complete any remaining spaces in the Appendix. Having decided which tender to accept, the Employer signs the Acceptance section of both copies and returns one copy to the Contractor. The Contract comes into effect upon receipt by the Contractor of his copy.

lf post-tender negotiations are permitted and changes in specification or price are agreed, then the form can still be used after the Parties have made and initialled the appropriate changes to thek respective documents. The Contractor thus makes a revised offer in rosponse to the Employer's revised tender documents and the revised offer is accepted by the Employer signing and returning the Acceptance form. lf the changes are extensive, a new form of Agreement should be completed by the Parties. Notes for Guiclance

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i

∝０﹂∽Шコ⊃∝

■︲・ ﹂ ﹁そ﹁⋮ ﹁１ ﹁︱ ︼︱ご﹁，︼︰ ヽ︱ ﹄︱ ﹁︱ ヽ１ ﹁︱ ﹁︱ ヽ１ ヽ； ヽ１ ヽ１ ヽ１ ヽ１ ヽ１ ヽ１ ヽ１ ヽ１ ヽ１ ヽ１ ヽ， ヽ１ ヽ日 ヽ電 ヽこ ヽ１ ヽ口 ヽ口 ︶

Notes for Guidance

-l

As the Contract comes into effect upon receipt of the signed Acceptance by the contractor, the Employer should take steps to establish when receipt occurs, for example by requiring the Contractor to collect and sign for the Agreement' Vvhen the applicable law imposes any form of tax such as VAT on the Works' the

Employer should make clear whether tenderers should include such taxes in their prices. Similarly, if payment is to be made in whole or in part in a cunency other than ih" crn"n"y of the Country the Employer should make this clear to tenderers' See Sub-Clause

Appendix

11

.7.

Any Notes for Guidance on the completion of the Appendix are to be found in the Notes to the Clauses concerned. The Employer should complete the Appendx as indicated prior to inviting tenders. Tenderers may be asked to insert a Time for Completion at 1.1.9 ff none is specffied. Vvhere tenderers are required to submit design with their tenders, the documents contalning the tendered design should be identifed by the tenderer against item 1 .1 .1 (0 of the Appendix.

A number of suggestions have been made in the Appendix' such as the time for

submission of the Contractor's programme under Sub-Clause 7'2 and the amount of retention under sub-clause 1 1 .3. lf these suggestions are adopted by the Employer, no action is required. Otherwise' they should be deleted and replaced'

Definitions. The definitions in these Conditions are not all the same as those to be found in other FIDIC Contracts. This is as a resutt of the need for simplicity in Conditions of this sort. Significantly different definitions

General Provisions

include Commencement Date, Site, Variation and Works. 1..1.1

︵       ＾

"Contract'. The list of documents serves two purposes: firstly' to identify which documents form part of the Contract; and secondly, to provide an order of priority in the event of conflict between them. Docurnent identification is necessary to avoid any possible doubt, for example because specmcations have been sub.iect to revisions A complete list of Drawings is always desirable and could be attached on a separate sheet'

There is no need for Particular Conditions but if amendments to these Conditions are required, they should be inserted on the sheet headed Particular Conditions and given priority over the General Conditions lf none, delete the reference.

The Specification should set out in clear terms any design that the Contractor is required to undertake, iraluding the extent to which any design proposals are to be submitted with the tender. lf none, the reference to the Contractor's teMered design should be deleted.

the reference.

lf a letter of acceptance is used, it should be given high priority, with or in place of the Agreement, for example. Short Form of Contract

O FIDC 19"

E

    ︵         ＾ ︵   ︵ 一 ﹂ 〓 ︲ ｉ ・ 綸

lf there are additional documents which are required to form part of the Contract, such as schedules of information provided by the Contractor' these should be added by the Employer. Consideration should be given in each case to the required priority.

︵ヽ ︵

lf there is no bill of quantities, delete

´ ヽ ︰ ． ． ヽ ︱ ヽ ⋮

-Commencement Date'. The starting date for the Contract is 14 days after the date when the Contractor receives the Agreement signed by the Employe( unless the Parties agree otheMise.

1.1

.14

'Force Majeure' may include, but is not limited to, exceptional events or circumstances of the kind listed below, so long as all of the four conditions stated in the definition have been satisfied:

ｌ

.7

一﹁ ︰ ﹂

卜ＺШΣШШＬＯく

逢

1 .1

︲ 〓´ ． ● ︰ ︰ ヽ

b)

︰ ． ， ︶

c)

ゝ 〓〓 凄 ‘弓 警 ︰

e)

rebellion, terrorism, revolution, insunection, military or usurped power, or civil war, not, commotion, disorder, strike or lockorrt by persons other than the Contractor's personnel and other employees,

munitions

of war, explosive

materials, ionising radiation or

contamination by radioactivity, except as may be attributable to the Contractor's use of Such munitions, explosives, radiation or radioactivity, and

natural catastrophes such as earthquake, hurricane, typhoon or

﹁

volcanic activity. 軍

ゝ

1.1.19 ︰

"Works'. The term 'Works" is intended to cover all the obligations of the Contractor, including any design and the remedying of defects.

ゝ ︰

1.5

ゝ ︰ 、 ヽ Ｉ ﹂

1.6

Communications. The problem of languages is addressed by requiring the important @mmunications such as notices and instructions to be in the language stated in the Appendix. OtheMise there is no .Ruling Language,. Any arbitration will be conducted in the specmed language.

重 ．． ゝ ︰ ﹂

Changes to the law after the date of the Contractor,s offer are at the Employer's risk and any delay or additional cost are recoverable by the Contractor. f the law of the Contract is not the law of the Country then SubClause 6.1 should be changed in the particular Conditions.

を 、 当 １

The Employer

21

ヽ

Unless the Parties have agrced otherwise, the Site must be handed over by the Employer to the Contractor on the Commencement Date. This is 14

二

days after the Contract has come into effect, which occurs when the signed Agreement has been retumed by the Employer to the Contractor (see also Sub-Clause 1 .1 .7 above).

ヽ １ ． ゝ 薔

22

ゝ 言

lf for any reason, permrts etc may also be required from places other than the Country this Sub-Clause could be limited by the addition at the end of the words:

ヽ 星

'... in the Country but not elsewhere.' ヽ １

24

ヽ １ ヽ ｌ ゝ

The term 'approval' is only used in the Conditions in relation to the performance s€curity at Sub-Clause 4.4 and insurances at Sub-Clause 14.1. lt is important that risks such as those of poor workmanship or Contractor's design are not transfened to the Employer unintentionally. The Sub-Clause is intended to prevent argument.

辱 ゝ ξ ゝ

Employer's Bepresentatives

3

凛

Notes for Guidahce

O F10 C 1999

Two principles guided the drafting of this Ctause. Firsfly, the Contractor should know who in an Employer organisation is authonsed to speak and

工 ０ ﹂ ∽ШＪＤ エ

︰ ．

O

war, hostilities (whether war be declared or not), invasion, act of foreign enemies,

コく 匡 ШＺ Ш０

権

a)

ヽ １ ︼

﹁﹁

act for the Employer at any gven time. This is achieved by Sub-Clause 3'1: the authorised indvidual should be named in the Appendix'

︲ ３鋼や 一 ご ♂一 辞ａコ 一  多９

Secondly, those Employers who require professional assistance should not be discouraged from doing so and their consuttant should have clearly

established delegaied powers. This is the object of Sub-Clause 3'2' Once appointed, the Employer's representative acts for and in the interests of the

is no dual role or duty to be impartial lf an impartial Employer's Representative is required with a role similar to the traditional Enginee( then the following words could be used in the Particular Emptoyer. There

Conditions:

'Replace the final sentence of Sub-Clause 3.2 with the following: 'The Emptoyer's Representative shalt exercise in a fai and impaftial manner the powers of the Employer under or in connection with the following Sub-Aau*s: 1.3,2.3, 4-2,4.3' 5.1, 7.3' 8.2,9'1,9'2, 10'1' 10'2, 1O'5' 11.1 to 11.6, 11.8, 12.1 , 13.2 and 14.1.' To the extent that the Employer has delegated powers to an Employer's powers himself in representative, he should be careful not to exercise such etc' decisions instructions, order to avoid the risk ol conflicting

The Contractor

41

Most contracts do not specily the exact standard required for each element

of the Works, so some benchmark standard is needed with which the Contractor is to comply. lf a more specific set of standards could be refened to for a particular project, then an amendment in the Particular Conditions would be desirable.

44

(surety Performance Security. Suggested forms of performance bond bond) or bank guarantee have not been provided. lf it is felt that the scale of project warrants security by means of a bond, then local commercial practice should dictate the form. Example forms are included with FIDIC'S to bonditions of Contract for Construction. The amount and a reference in the the desired form of any required security should be set oui Appendix.

Design by Contractor

5.1

As with ali design-build contracts it is essential that the Employer's

requirements are set out clearly and precisely. The Appendix should indicate

to ienderers the Sub-Clause(s) in the Speciication that set out the design requiremenl. Where the Employer procures any part of the design' the rosponsibility for design will be shared as this Contract makes the Contractor responsible only for design prepared by him' The extent of the Contractor's design obligation should therefore be clearty stated if disputes are to be avoided. The Conditions avoid the confusing concept of approval of design. Designs are submitted and may b€ returned with comments or rejected. The Employer need not react at all.

5.2

tv

The Contractor's responsibility for his design remains, as is made clear here

and in Sub-Clause 2.4. ln the event of conflict betlveen the Specification and Drawings and the Contractor's tendered design, the order of priority in the Appendix makes it clear that the Employer's documents prevail This means that if the Employer prefers the Contractor's tendered solution, the Specification and Drawings should be amended before the Contract is signed bY the Parties. Short Fo.m of Coflvacl

︵  ¨

the Works designed by him are fit for their purpose, provided that the intended purposes are deined in the Contract. The Employer must therefore make cloar in the parts of the Specification that impose design

not. lf a party wishes to protect the intellectual property in his design, provision must be made in the Particular Conditions.

61

This Sub-Clause gathers together in one place the grounds for extension of

time under Sub-Clause 7.3 and the grounds for claims under Sub-Clause 10.4. There is no time or claim for bad weather although this could be adjusted in the Particular Conditions if so required.

Time for Completion

72

The Appendix should stipulate any particular requirements as to the form and level of detail of prograrme to be submitted. Where Contractor's design is required, the Appendix could stipulate that the programme should show the dates on which it is intended to prepare and submit drawings etc.

Taking-Over

73

The test for entitlement to an eltension of time is whether it is appropriale. This means that if an event under Sub-Clause 6.1 caused critical delay to the Works and it is fak and reasonable to grant an extension of time, the Employer should do so. An extension of time should not be granted to the extent that any failure by the Contractor to give an early warning notice under Sub-Clause 10.3 contributed to the delay.

74

There is a maximum amount which the Contractor is liable to pay for late completion specified in the Appendix. 107o of the sum stated in the Agreement is suggested.

82

ln line with normal practice, it is not envisaged that the Worl
︶  ︶  ︶

Remedying Defects

9.1

There is no defined Defects Uability Period but during the period - normally

︶︱ ︺︱ ︶︱ ︺︱ ︺

12 months - from the date of taking-over, the Employer may notify the Contractor of defects. The Contractor must remedy such defects within a reasonable time. lf he fails to do so, the Employer may employ others for that purpose at the Contractor's cost. The Employer may also notii/ defects at any time prior to taking-over. The liability of the Contractor for defects will not normally end with the expiry of the period stated in the Appendix. Although he is then no longor obliged Notes for Guijance

O FDC,堅Ю

∝０﹂∽Шコつ∝

Employer's Liabilities

０２ ´ ｔ一 卜一 Ｃ ２ ｒヽＣ コく∝ ШＺ Ш０

obligations, the intended purposes of the part of the Works to be designed by the Contractor. This should be done even where this seems obvious in order to avoid argument about whether an intended purpose is defined or

卜ＺШΣШШ“０く

The C,ontractor will have an absolute obligation to ensure that the parts of

︲ ︻ 一 一︱暮 釈 ７ 劃 コ       ﹂ 一 ﹂ 一 ︰ ︲ ︰

to return to Site to remedy defects, the defect represents a breach of contract for which the Contractor is liable in damages. This liability remains for as long as the law of the Contract stipulates, often 3, 6 or 10 years from the date of the breach. lf this long-term liability is to be reduced or eliminated, a Clause in the Particular Conditions is required.

Variations and Claims

10.1

Vanation is delined to include any change to the Specification or Drawings

included in the Contract. lf the Employer requires a change to part of the Works designed by the Contractor either as part of his tender or after the Contract was awarded, then this is to be done by way of an addition to the Specification or Drawings which by Sub-Clause 5.2 will prevail over

funtractor's design. 1A.2

This Sub-Clause sets out alternative procedures for the valuation of Variations, to be applied in the order of priority given. lt applies equally to omissions as to additional works.

A lump sum should be the first method to be considered as it can encompass the true cost of a Variation and avoid subsequent dispute over the indirect effect. The Employer can invite the

b) c) d) e)

10.3

Contract Price and Payment

1

Contractor to submit an itemised make-up (Sub-Clause 10.5) before instructing the Variation so that an agreed lump sum can form part of the instruction. Alternatively, a more traditional approach can be taken by valuing the Variation at rates in ihe bill of quantrties and any schedules, or using these rates as a basis, or using new rates.

Daywork rates are normally used when the Variation is of an

indeterminate nature or is otJt of sequence with the remaining Works' To ensure reasonable daywork rates, provision should be made for these to be priced competitively in the tender documents'

This Sub-Clause and Sub-Clause 10.5 require the Contractor to notify the Employer of events promptly and to detail any claim within 28 days' lf the effects of the event are increased or if the ability of the Employer to verify any claim is affected by the failure to notrry, then the Employer is protected'

Normally only one of the options In the Appendix should be used to indicate

1.1

how the sum in the offer is be calculated and presented. The following explains what is intended: Lump sum pnce

A lump sum offer without any supporting details. This would be used for very minor works where Variations are not anticipated and the Works will be completed in a short period requiring only one payment to the Contractor.

Lump sum Pdce with schedule of rates

A lump sum offer supported by schedules

of

rates prepared by the tenderer. This would be a larger contraci where Variations and stage payments would be required. lf the Employer does not have the resources to prepare his own bill oi quantities then this alternative would be suitable-

Vl

O FIDIC 19"

Sho.t Form of Contract

l

︶   ︶

Lump sum pnce wth of quantlies

A lump sum offer based on bill of

quantities

prepared by the Employer. This would be the same as last but where the Employer has the resources to prepare his own bill of quantities. A better contract would result with an Employer's bill of quantities.

︶    ︶

A sum subject to remeasurement at the rates offered by the tenderer in the bill of quantities prepared by the Employer. This would be the same as last but would suit a contract where many changes are envisaged to the Works after

コく に Ш Ｚ Ｕ Ｏ

Remeasurement with bill of quantities

卜 Ｚ Ш Σ Ш ｕ∝ ０ く     ＾

b‖

the Contract has been awarded.

一

by the tenderer which will be replaced by the actual cost of the Works

An estimate prepared

︶

calculated in accordance with the terms set by the Employer. This would suit a project where the extent of work cannot be ascertained before the Contract is placed. An example of this woutd be

︶． ︶

an emergency reconstruction of

a

building

damaged by fire.

︶ ︶

However, if for some special reason, more than one option is selected, for example there is a remeasureable element in a lump sum Contract, then the details should b€ carefully defned.

︺

The Foreword indicates that this Short Form of Contract is intended for

︶

works of short duration. ln the event of a contract for works of long duration, a new clause could be inserted at Sub-Clause 1 1 .1 to adjust for the rise and fall in the cost of labour, materials and other imports to the Works. Such a clause could be adapted from the other FIDIC C,onditions of Contract.

︶  ︶  ︶  ︶  ︺  ︶  し    ヽ ．  ︺．  ︶  ︶  ヽ， ﹁  ︶´ ．  ヽ整 ． ︶

112

lf the Contract is for a lump sum, consideration should be given as to how the work is to be valued for the purposes of interim payments. ln completing

the Appendix for Sub-Clause 1'1.1, the Employer may request tenderers to

submit a cash flow forecast linked to a stage payment proposal for agreement. This would be reviewed in the event of an extension of time made in accordance with Sub-Clause 7.3. Altematively, interim payment can be based on valuation of the Work6 which

would also be appropriate for remeasurement and cost reimbursable Contracts. Payment could also be based on the achievement of milestones or a schedule of activities to which values are assigned. lf local law or practice so dictates, an invoice may also be required, in which case it could be submitted with the staternent.

113

No provision is made for advance payments. lf such a payment is to be made, there should be provision in the Particular Conditions and for any s€curity to be provided by the Contractor. An example form of advance payment guarantee is to be found in FIDIC'S Conditions of Contract for Construction.

11 4

The deduction of etenlon is sometimes replaced by the prov siOn of s∝ unty by the Contractorto the Emp10yen Aternativev the enlre retentbn

Noles lor Guidance

0日 DIC 1999

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Cost reimbursable

し

sum deducted is released after taking-over upon the proMsion by the Contractor of security. ln either event, suitable text would be required in the Particular Condhions. An example form of retention guarantee is to be found in FIDIC's Conditions of Contract for Construction. 1'1.5 卜一 〇２００ ∽ＺＯ一

11

.7

ＺＯＦく０ ０っっりｔ

12.'l

Defauit

The rdmse of the second patt oi the retention will serve as confirmation that all notified defects have been remedied.

It is assumed that payments will O6 in a single cunency lf this is not the case, the proportions of different cunencies should be stated in the Appendix and provision made in the Specmcation or the Particular Conditions as to how payment is to be made.

The Employer may terminate the Contract if the defaulting Contractor does not respond to a formal notice by taking all practicable steps to pd right his default. This recognises that not all defaults are capable of correction in 14 days. f rermination takes place, the Employer may take over and use the Contractor's Equipment to complete the Works. Care should be taken, howeve( if the equipment on Site is hired: no specmc provision is made to cover this situation and the Employer is unlikely to be able to retain such equipment.

12.2

︵    ︵

This provision provrdes the Contractor's main remedy for non-payment T days after the Employer's receipt of a deJautt notice, which must refer to su-b-clause 12.2, he contractor may suspend all or part of his work' 21 days later the option to terminate arises if the Employer persists with nonpayment or other defautt. The Contractor must use his right to terminate *,itnin Zt days or lose it. This is to prevent a party abusing a right to project' terminate in his dealings with the other party for the remainder of the lf Contractor's Equipment is essential for the safety or stability of the Works,

the Employer will be obliged to agree terms with the Contractor for the retention of such equipment. Local law will often protect the Employer from the immediate and reckless removal of essential items.

The right of the Employer to retain the Contractor's Equipment may clash with the right of a Iiquidator or receivei to realise the assets of an insolvent Contractor. Reference to the applicable law would be necessary

12.4

This Sub-Clause enables the financial aspects of the Contract to be iesofued

quickly and without the necessity to await the completion of the Works by others. By speciting the damages payable to the innocent party for the defautts leading to the termination, much delay, complication and scope for

︵   ︵

12.3

a replacement loss of proft' than the Contractor's generally higher be contractor will dispute are avoided. The Employer's costs in obtaining

Responsibility

13.1

Although the Contractor is responslble for the Works prior to taking-over, he is protected by the obligation to insure the Works under Clause 14 and by his ability to recover under Clause 6 his Cost if one of the Employer's

︵ヽ ︵

Risk and

Uabilrties occurs.

To qualify as Force lvlajeure, events must prevent performance of an obligation. See also the definition at Sub-Clause 1.1.14. Notice must be given at once.

V‖

￨

O FOIC l∝ Ю

Short Form ol

Cmtr*l

へ   ︵

13.2

﹁ Ｉ ︶ ︰ Employer should set out his precie requirements in the Appendix. Third Party, public liability insurance would normally be mandatory. As smaller contracts are likely to fall within tenderers' standing Contractors' All Risk (CAR) insurance policies, tenderers should generally be asked to submit details of their insurance cover with their tenders.

lhe

should be covercd by Particular Conditions. See also Clause 13. tf the Employer wishes to take out the insurances instead of the Contractor,

the following should be used as a Particular Condition in place of SubClause 14.1

:

b

be

﹁

Sub-Clauses 14.2 and 14.3 should be deleted

if

the Employer takes out the

︱‘ ︰ ヽ１﹁︱ヽ霧 ︺き．ヽ１ヽｌ Чｌ ヽ﹁ ヽ１ ヽマ︼尋 ヽ︰ ヽ１︼ ﹁１︼︱︼︱ ﹂、 ﹁ ，︼

insurances.

It should be noted thal in the event of the Employer's failure to insure, the Contractor may give notice under Sub-Clause 12.2.

Disputes

15,1

There are advantages in appointing an adiudicator from the outset even though the adjudicator may not be requircd to take any action or earn any fee unless and until a dispute is refened to him. Delays will inevitably occur if the parties initiate the procedure to appoint an adjudicator only when a dispute has arisen. tt is therefore recommended that the Employer propose a person to act as adjudicator either at tender stage or shortly after the Agreement is signed and that the matter is discussed and agreed as soon as possible. Care should be taken about whether ari adjudicator should be local or from a neutral country Atthough the adjudicator should be impartial, the costs of employing someone from a third country could be disproportionate if it is necessary for the adjudicator to visit or if a hearing became nec'essary. However, in view of the costs involved in arbitration, even of minor disputes, any extra cost of a truly impartial ad.iudicator is a recommended investment.

tt is intended that all decisions made by the Employer or his representative should be capable of being reviewed by an adiudicator and, if required, by an arbitrator.

153

Arlcitration may not be commenced unless the dispute has frst been the subject of an ad.ludication. The Rules of arbitration should be stipulated in

the Appendix. The UNCrI-RAL Rules are recommended. However, if administered arbitration is required, that is arbitration overseen and administered by an arbitral institrrtion, the ICC Rules could be specifled. The ICC Court of Abitration and its Secretariat in Paris appoints and replaces arlcitrators, checks the form of terms of reference and awards and generally monに ors progress and the perfomance of arblrators Where atternative Noles lor Gu darce

O日 OC 1999

:X

ＣＯ﹂ ∽Шコ⊃匡

"Replace the text of Sub-Clause.14.1 with the following: 'The Employer shall, prior the Comffiencement Date, effect insurance in the joint names of the Parties of the types, in the amounts and with the exclusions stipulatd in tlle Appendk. The Employer sl@il provide the Contmctor with eidence that any rquhed policy is in force and that the premiums paid." have

Resolution of

︲ ，  コ‘Ｃ］Ｚい０  一

Any requirements for insurance after the date of the Employer's notice under Sub-Clause 8.2, or arising from taking-over parts of the Works,

一   卜ＺШ ШШＣＯく ，

Ｊ﹁１ ︼︰Ｊ﹁ 劇﹁︱︼１ ︼︱ ﹂⋮ ご﹁１ ︼︰︺ Ｉ．ゝ⋮

141

lnsurance

︵・ ︵ ︵ ︵ ︵

appointment should be changed to reflect this. For example, if ICC Rules are chosen, then the appointing atrthority should normally be changed to 'lCC Court of tubitration'. The place of arbitration is significant as the arlcitration law of the place of arbitration will appty in such matters as the ability of a party to appeal.

︵

an arbitrator, the authority designated in the Appendix to make the

︵

arbrtration rules are chosen that include a procedure for the appointment of

︵ ︵ ︵ ︵ ︵ ︵ ︹ ︵ ︵ ︵ ︵ ︵ ︵ ︵ ︵ ︵ ︵

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PO Box 311 1215 GENEVA 15 Switzedand

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+41 227994900 +41 227994901 idicQdlc org

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intemational Fedeほ 籠on of Consulting Engineers(FID:C) VVo‖ d Trade Center‖

PO Box 311 1215 GENEVA 15 Switzedand

Telephone: +41 227994900 Faxl +41 227994901 E― ma‖

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