45502496 fidic green book

8/3/2019 45502496 FIDIC Green Book

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SHORT FORM of Contract

R rs t Ed itio n 1 99 9ISBN 2-88432-024-5

FEDERATION IN TERNATIONALE DES INGEN IEURS -CONSE ILSIN TE RN AT IONA L F ED ER AT ION OF CON SU LT IN G ENG IN EERSIN TERNATIONALE VERE IN IGUNG BERATENDER INGEN IEUREFEDERAC ION INTERNAC IONAL DE INGEN IEROS CONSOLTORES

AGREEMENT

GENERAL CONDITIONS

RULES FOR ADJUDICATION

NOTES FOR GUIDANCE


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ACKNOWLEDGEMENTS......................................................TheFederationInternationaledeslngenieurs~Conseils(FIE>1C)-extendsspecial _.-

thanks to the following members of its Task Group: Philip Jenkinson (TaskGroup Leader), WS Atkins, UK; AEJ (Tony) Sanders, Mouchel, UK; andEdward Corbett, Corbett & Co, UK. Liaisonwith other active TaskGroups wasprovided by Peter L Booen, GIBB Ltd, UK.The preparation was carried out under the general direction of the FIDICContracts Committee comprising John B Bowcock (Chairman), ConsultingEngineer,UK; Michael Mortimer-Hawkins, SwedPower, Sweden; Axel-VolkmarJaeger, Schmidt Reuter Partner, Germany; and KB (Tony) Norris (SpecialAdviser), Consulting Engineer,UK.Drafts were commented on by the following persons and organisations: MushtaqAhmad, NESPAK, Pakistan; Peter Batty, Post Buckley International, USA; Nael GBunni, Consulting Engineer, Ireland; Kathryn Josephine T. dela Cruz, ConstructionIndustry Authority of the Philippines; Michael Dudley, UNOPS; Hans Enh6rning, ABBAsea Brown Boveri Ltd, Switzerland; Mark Griffiths, Griffiths & Armour, UK; Geoffrey FHawker, Consulting Engineer and Barrister, UK; Adam K Heine, Consulting Engineer,Poland; HS Kwong, Secretary for Works, Hong Kong; Jan Cees Overbosch/Evert JanWijers, DHV Beheer BV,The Netherlands; Marek Rdultowski, Cosmopoli Consultants,Poland; J G Rees, Binnie Black & Veatch, UK; Asian Development Bank; EuropeanBank for Reconstruction and Development; Inter-American Development Bank;International Association of Dredging Companies; Inter-Pacific Bar Association;Organisme de Liaison Industries Metalliques Europeennes (UORGALlME"); and TheWorld Bank. Acknowledgement of reviewers does not mean that such persons ororganizations approve the wording of all clauses.FIDICwishes to record its appreciation of the time and effort devoted by all the above.The ultimate decision on the form and content of the document rests with FiDIC.


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FOREWORD

, ~ , .. " .. '.. " " .. , ,,, .," '" .""".i . . . . , , , . . , . . . . . . , , ,. . , , . . . . . . . . " . . . . . ,These Conditions of Contract have been prepred


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. CO NTENTS __._--Agreement iOfferAcceptanceAppendix

General Conditions1 GENERAL PROVISIONS 11.1 Deflnitions

The ContractPersonsDates, Times and PeriodsMoney and PaymentsOther Deflnitions

1.2 Interpretation1.3 Priority of Documents1.4 Law1.5 Communications1.6 Statutory Obligations2 THE EMPLOYER _ 22.1 Provision of Site2.2 Permits and LIcences2.3 Employer's Instructions2.4 Approvals3 EMPLOYER'S REPRESENTATIVES 33.1 Authorised Person3.2 Employer's Representative4 THE CONTRACTOR 3

General ObligationsContractor's RepresentativeSubcontractingPerformance Security

a


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5 DESIGN BY CONTRACTOR ............................. 35.1 Contractor's Design5.2 Responslbllity for Design6 EMPLOYER'S LIABILITIES .............................. 46.1 Employer's Liabilities

7.1 Execution of the Works7.2 Programme7.3 Extension of Time7.4 Late Completion8 TAKING-OVER ..................................... 5B.1 CompletionB.2 Taking-Over Notice9 REMEDYING EFFECTS ................................. 59.1 Remedying Defects9.2 Uncovering and Testing10 VARIATIONS AND CLAIMS .................. ,." 610.1 Right to Vary10.2 Valuation of Variations10.3 EarlyWarning10.4 Right to Claim10.5 Variation and Claim Procedure11 CONTRACT PRICE AND PAYMENT ........................ 711.1 Valuation of the Works11.211.311.411.511.611.711.B

Monthly StatementsInterim PaymentsPayment of First Half of RetentionPayment of Second Half of RetentionFinal PaymentCurrencyDelayed Payment

12 DEFAULT ....................................... 812.1 Default by Contractor12.2 Default by Employer12.3 Insolvency12.4 Payment upon Termination

b

RISK AND RESPONSIBILITY ..................... , 9Contractor's Care of the WorksForce Majeure


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14 INSURANCE 914.1 Extent of Cover14.2 Arrangements14.3 Failureto Insure

15 RESOLUTION OF DISPUTES 1015.1 Adjudication.......15:2NotlceofDlssatlsfactlon ~-~ ~ ~ ~ ~- -~ _15.3 ArbitrationINDEX ........................... , ........................ 11

Particular Conditions 13

Rules for Adjudication." " .. " , 15

Notes for Guidance 21

Notes 31

c


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AgreementThe Employer is _______________________________________________ of

The Contractor is of

The Employer desires the execution of certain Works known as _

OFFERThe Contractor has examined the documents listed in the Appendix which forms part of thisAgreement and offers to execute the Works in conformity with the Contract for the sum of______________________________________ -'in words)_____________ (in figures) ( _or such other sum as may be ascertained under the Contract.This offer,of which the Contractor has submitted two Signed originals, may be accepted bythe Employer by signing and returning one original of t~is document to the Contractor before__________________________ (date)The Contractor understands that the Employer Isnot bound to accept the lowest or any offerreceived for the Works.

Signature: _ Date:Name: Authorised to sign on behalf of (organizat ionnam~: _Capacity: _

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

Date:Authorised to sign on behalf of (organizat ionname) : - - - - - - - - - - - - - - - - - - - - - - - - - -


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APPENDIXThis A ppen dix fo rm s part o f the Agreem ent.O [N6te;W itlithE l"excepti6ii6ftiieilerT Is fO rW hiclithE fEm plbyef's -requlrements1 iave ~ .been inserted, the Contractor shall complete the fo llow ing in formation befo res ubmittin g h is o ffe r. 1

Item Sub-C lause Data

D ocume nts fo rm in g the C on tra ctlis ted in th e o rd er o f prio rity ... 1.1.1Document (delete if not appl !cable) Document Identification(a ) T he Ag re ement I(b) Particu lar Cond itions I 4 I ~(c) General Conditions f t I.(d ) The Specification I I (e) The Drawings I" (n T he C on tra cto r's te nd ere d

design(g) T he b ill o f q ua ntities .....(h) '" It. I (i ) ...................T im e fo r C om ple tio n t .. ", 1.1.9 . ... daysLaw o f the C ontract 1 ... . 1.4 I I I Law o f the C ountry*

Language 1.5P ro vis io n o f S ite 2,1 On the Commencement Oate*

Autho rised person 3.1N am e and address o f Em ployer'srepresentat ive (if known) 3.2 .Per fo rmanc e s ec ur it y ( if any):Amoun t 4.4

4.4 _________ (details )

,player to amend as appropriateii


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Item Sub-Clause Data

Requirements for Contractor'sdesign (if any) "., .... ,., .. , 5.1 ... ,' Specification Clause No'sProgramme:Time for submission, .. , .. ,. 7.2 .... ,. Within 14 days* of the Commence-

mentDate.Form of programme. . . . . . .. 7,2 .

Amount payable due to failure tocomplete .. , .. " ... , .. , .. , 7.4 ..... ,

Period for notifying defects .. ,. 9.1 & 11.5

Variation procedureDaywork rates .. , ,.. 10.2 ,.

Valuation of the WorksLump sum Price . , ..... , , .. 11.1 .....Lump sum price with schedulesof rates .,..,'...,....... 11.1.....Lump sum price with b1l1ofquantities . . , . . . . . . . , . . , " 11.1 ...,'Remeasurement with tender billof quantities . , . . . . , . . , . . ., 11.1Cost reimbursable """'" 11 .1

_______ per day upto a maximum of 10%* of sumstated in the Agreement365 days* calculated from thedate stated in the notice underSub-Clause 8.2

________ (details)

________ (details)

________ (details)

________ (details)

________ (details)________ (details)

Percentage of value of Materialsand Plant ,' , 11.2..... Materials 80%*

ii iplayer to amend as appropriate

Plant 90%*-------


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Item Sub-Clause Data

Percentage of retention 11.3..... 5%

Rate of interest ..... . . . . . . .. 11.8 _______ % per annumInsurances 14.1Type of cover* Amount of cover* Exclusions*The Works, Materials,Plant The sum stated in theand fees Agreement plus 15%Contractor's Equipment Full replacement costThird Party Injuryto personsand damage to propertyWorkersOther cover*

ArbitrationRules . . . . . . . . . . . . . . . . . .. 15.3..... UNCITRAL Arbitration Rules"________ (details)Appointing authority ..... . .. 15.3..... President of FIDICor his nominee*________ (details)Place of Arbitration . . . . . . . .. 15.3..... The Country .. _

*Employer to am en d a s a ppro pria te

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General ConditionsGen ral Provisions

Definitions In the Contract as defined below, the words and expressions defined shall have thefollowing meanings assigned to them, except where the context requires otherwise:

The Contract 1.1.1 "Contract" means the Agreement and the other documents listed in theAppendix.

1.1.2 "Specification" means the document as listed in the Appendix, includingEmployer's requirements In respect of design to be carried out by theContractor, if any, and any Variation to such document.

1.1.3 "Drawings" means the Employer's drawings of the Works as listed in theAppendix, and any Variation to such drawings.

Persons 1.1.4 "Employer" means the person named in the Agreement and the legalsuccessors in title to this person, but not (except with the consent of theContractor) any assignee.

1.1.5 "Contractor" means the person named in the Agreement and the legalsuccessors in title to this person, but not (except with the consent of theEmployer) any assignee.

1.1.6 "Party" means either the Employer or the Contractor.Dates, Times andPeriods

1.1.7 "Commencement Date" means the date 14 days after the date theAgreement comes Into effect or any other date agreed between the Parties.

1.1.8 "day" means a calendar day.1.1.9 "Time for Completion" means the time for completing the Works as stated

in the Appendix (or as extended under Sub-Clause 7.3), calculated from theCommencement Date.

Money and Payments 1.1.10 "Cost" means all expenditure properly incurred (or to be incurred) by theContractor, whether on or off the Site, including overheads and similarcharges, but does not include profit.

Other Definitions 1.1.11 "Contractor's Equipment" means all apparatus, machinery, vehicles,facilities and other things required for the execution of the Works but doesnot include Materials or Plant.

1.1.12 "Country" means the country in which the Site is located.

Gene ra ! Conc li tl o ns

"Employer's liabilities" means those matters listed in Sub-Clause 6.1."Force Majeure" means an exceptional event or circumstance: which isbeyond a Party's control; which such Party could not reasonably have

1


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

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

1.1.16 "Plant" means the machinery and apparatus intended to form or formingpart of the permanent work.

1.1.17 "Site" means the places provided by the Employer where the Works are tobe executed, and anyother places specified in the Contract asforming partof the Site.

1.1.18 "Variation" means a change to the Specification and lor Drawings (if any)which is instructed by the Employer under Sub-Clause 10.1.

1.1.19 "Works" means all the work and design (if any) to be performed by theContractor including temporary work and any Variation

1.2Interpretation Words importing persons or parties shall include flrrns and organisations. Words

importing singular or one gender shall include plural or the other gender where thecontext requires.

1 . 3Priority of Documents The documents forming the Contract are to be taken as mutually explanatory of one

another. Ifan ambiguity or discrepancy is found in the documents, the Employer shallissue any necessary instructions to the Contractor, and the priority of the documentsshall be in accordance with the order as listed in the Appendix.

1 . 4Law The law of the Contract is stated In the Appendix.1.5Communications Wherever provision is made for the giving or issue of any notice, instruction, or other

communication by any person, unless otherwise specified such communication shallbe written in the language stated In the Appendix and shall not be unreasonablywithheld or delayed.

1.6Statutory Obligations The Contractor shall comply with the laws of the countries where activities areperformed. The Contractor shall give all notices and pay all fees and other charges in

respect of the Works.

2.1

2.2Permits and Li

2 Short Form OfCnntract


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2 . 3Employer's Instructions

The Contractor shall comply with all Instructions given by the Employer in respect ofthe Works including the suspension of all or part of the Works.

2.4Approvals No approval or consent or absence of comment by the Employer or the Employer's

representative shall affect the Contractor's obligations.

3.1Authorised Person One of the Employer's personnel shall have authority to act for him. This authorised

person shall be as stated inthe Appendix, or as otherwise notified by the Employer tothe Contractor.

3 . 2Employer'sRepresentative

The Employer may also appoint a firm or individual to carry out certain duties. Theappointee may be named in the Appendix, or notified by the Employer to theContractor from time to time. The Employer shall notify the Contractor of the delegatedduties and authority of this Employer's representative.

Th4ntractor4.1General Obligations The Contractor shall carry out the Works properly and in accordance with the

Contract. The Contractor shall provide all supervision, labour, Materials, Plant andContractor's Equipment which may be required. All Materials and Plant on 8ite shallbe deemed to be the property of the Employer.

4 . 2Contractor'sRepresentative

The Contractor shall submit to the Employer for consent the name and particulars ofthe person authorised to receive instructions on behalf of the Contractor.

4 . 3Subcontracting 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.4.4Performance Security If stated in the Appendix, the Contractor shall deliver to the Employer within 14 daysof the Commencement Date a performance security in a form and from a third party

approved by the Employer.

5.1Contractor's Design The Contractor shall carry out design to the extent specified, as referred to in the

:\~D oo~p'pendix. The Contractor shall promptly submit to the Employer all designs.::)...)- ~ared by him. Within 14days of receipt the Employer shall notify any commentsJ J ~ . ~ the design submitted Is not in accordance with the Contract, shall reject it

a: F I D 13tjti g the reasons. The Contractor shall not construct any element of the. er anent work designed by him within 1 4 . days after the design has beene~I C ~r;)9Jq, 3General Conclitions


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submitted to the Employer or where the design for that element has been rejected.Design that has been rejected shall be promptly amended and resubmitted. TheContractor shall resubmit all designs commented on taking these comments intoaccount as necessary.

5 . 2

Responsibility forDesign The Contractor shall remain responsible for his tendered design and the design underthis Clause, both ofwhich shall befit for the Intended purposes defined in the Contractand he shall also remain responsible for any infringement of any patent or copyright in..... relrt'fect{ifthesame:Ths Employe(shallbe responslble'or1he-Specificationand~ ~~Drawings.

E er's Liabilities6.1Employer's Liabilities In this Contract, Employer's Liabilities mean:

4

a) war, hostilities (whether war be declared or not), invasion, act of foreignenemies, within the Country,

b) rebellion, terrorism, revolution, Insurrection, military or usurped power, or civilwar, within the Country,

c) riot, commotion or disorder by persons other than the Contractor's personneland other employees, affecting the Site and/or the Works,

d) ionising radiations. or contamination by radio-activity from any nuclear fuel, orfrom any nuclear waste from the combustion of nuclear fuel, radio-activetoxic explosive, or other hazardous properties of any explosive nuclearassembly or nuclear component of such an assembly, except to the extent towhich the Contractor may be responsible for the use of any radio-activematerial,

e) pressure waves caused by aircraft or other aerial devices travelling at sonic orsupersonic speeds,

~ use or occupation by the Employer of any part of the Works, except as may bespecified In the Contract,

g) design of any part of the Works by the Employer's personnel or by others forwhom the Employer Is responsible, and

h) any operation of the forces of nature affecting the Site and/or the Works, whichwas unforeseeable or against which an experienced contractor could notreasonably have been expected to take precautions.

i) Force Majeure,j) a suspension under Sub-Clause 2.3 unless it is attributable to the Contractor'sfailure,k) any failure of the Employer,I) physical obstructions or physical conditions other than climatic conditions,

encountered on the Site during the performance of the Works, whichobstructions or conditions were not reasonably foreseeable by an experiencedcontractor and which the Contractor immediately notified to the Employer,

m) any delay or disruption caused by any Variation,n) 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 executedon, over, under, in or through any land, and to occupy this land for thepermanent work, anddamage which Is an unavoidable result of the Contractor's obligations toexecute the Works and to remedy any defects.

Short Form of Contract


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7.1Execution of the Works The Contractor shall commence the Works on the Commencement Date and shall

proceed expeditiously and without delay and shall complete the Works within the Timefor Completion.72--------------

Programme Within the time stated in the Appendix, the Contractor shall submit to the Employer aprogramme for the Works in the form stated in the Appendix.

7.3Extension of Time Subject to Sub-Clause 10.3, the Contractor shall be entitled to an extension to

the Time for Completion if he is or will be delayed by any of the Employer'sLiabilities.On receipt of an application from the Contractor, the Employer shall consider allsupporting details provided by the Contractor and shall extend the Time forCompletion as appropriate.

7.4Late Completion If 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 theamount stated in the Appendix for each day for which he falls to complete theWorks.

Ta -Over8.1Completion The Contractor may notify the Employer when he considers that the Works are

complete.B . 2Taking-Over Notice The Employer shall notify the Contractor when he considers that the Contractor has

completed the Works stating the date accordingly. Alternatively, the Employer maynotify the Contractor that the Works, although not fully complete, are ready for takingover, stating the date accordingly.The Employer shall take over the Works upon the issue of this notice. The Contractorshall promptly complete any outstanding work and, subject to Clause g, clear theSite.

9 .1mployer may at any time prior to the expiry of the period stated Inthe Appendix,

~the Contractor of any defects or outstanding work. The Contractor shall remedy

-t cost to the Employer any defects due to the Contractor's design, Materials,or workmanship not being Inaccordance with the Contract.

5eneral Conditions


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The cost of remedying defects attributable to any other cause shall be valued as aVariation. Failure to remedy any defects or complete outstanding work within areasonable time of the Employer's notice shall entitle the Employer to carry out allnecessary work at the Contractor's cost.

9 . 2The Employer may give instruction as to the uncovering and/or testing of any work.Unless as a result of any uncovering and/or testing it is established that the

.......... Contractor's design, Materials, Plant or workmanship are not In accordance with the. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C o n t r a c f ,h e ConfracfofshaU15epaIdT6rsuc h~OhG()verlngand/ortestingasaVariation In accordance with Sub-Clause 10.2.

Uncovering and Testing

and Claims10.1Right to Vary10.2Valuation of Variations

The Employer may instruct Variations.

Variations shall be valued as follows:a) at a lump sum price agreed between the Parties, orb) where appropriate, at rates in the Contract, orc) in the absence of appropriate rates, the rates in the Contract shall be used as

the basis for valuation, or failing which ..;d) at appropriate new rates, as may be agreed or which the Employer considers

appropriate, ore) if the Employer so instructs, at daywork rates set out in the Appendix for which

the Contractor sha11keep records of hours of labour and Contractor'sEquipment, and of Materials used.

10.3Early Warning A Party shall notify the other as soon as he is aware of any circumstance which may

delay or disrupt the Works, or which may give rise to a claim for additional payment.The Contractor shall take all reasonable steps to minimise these effects.The Contractor's entitlement to extension to the Time for Completion or additionalpayment shall be limited to the time and payment which would have been due if hehad given prompt notice and had taken all reasonable steps.

10.4Right to Claim If 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. If as a result of any of theEmployer's Liabilities, it is necessary to change the Works, this shall be dealt with asa Variation.

10.5Variation and Claim The Contractor shall submit to the Employer an itemised make-up of the value ofProcedure Variations and claims within 2B days of the instruction or of the event giving rise to the

claim. The Employer shall check and if possible agree the value. In the absence of~ _ ' . = D ~ D = O ' _ g reem en t, th e E mp loyer sh all d eterm in e th e valu e._ J ' S