Short Form of Contract AGREEMENT GENERAL CONDITIONS RULES FOR ADJUDICATION NOTES FOR GUIDANCE EDITION© Copyright FDIC 1999 Al ights reserved. No part ofthis publication may be reproduced or transmitted in any forn or by any maane without penriission ofthe publisher. FIDIC is the French acronym for the International Federation of Consulting Engineers. IDIC was founded in 1913 by three national associations of consulting engineers within Europe. The objectives af forming the federation were to promote in. common the professional interests of the member associations and to disseminate information cf Interest to members of its component national associations. ‘oday FDIC membership numbers more than 60 countries from all parts of the globe ‘and the federation represents most of the private practice consulting engineers in the world, IDIG arranges seminars, conferences and other events in the furtherence of ts. goals: maintenance of high ethical and professional standartis; exchange of views and Information; discussion. of problems. of mutual ceneern among member associations and representatives of the international financial institutions; and development of the consulting engineering industry in developing countries. IDIG publications include proceedings of various conferenoss and seminers, information for consulting engineers, project owners and international development agencies, standard pre-qualification forms, contract documents and slent/consuitant agreements. They are available trom the secretariat in Switzeriand. Pubjished! by Fédérallon Internationale des Ingonieurs- Conseils (FID1C} ‘World Trade Center| PO. Box att ‘1245 GENEVA 15 (Swizerlend) Phone +41 22'799 4800, Fax +41 22 799 4801 E-mal fcio@[Link] Intemet [Link] Pho 1299SHORT FORM of Contract Fist Edition 1999 ISBN 2-88499.024-5, FEDERATION, INTERNATIONALE DES INGENELRS-CONSEILS INTERNATIONAL FEDERATION OF CONSULTING ENGINEERS INTERNATIONALE VEREINIGUNG SEAATENDER INGENIEURE FEOERACIGN INTERNACIONAL DE INGENIEROS CONSOLTORES Fibre GENERAL CONDITIONS HULES FOR ADJUDICATION NOTES FOR GUIDANCEACKNOWLEDGEMENTS ‘The Fédération Internationale des Ingénieurs-Consells (FIDIC) extends speciat thanks to the following mamibers of its Task Group: Philip Jenkinson (Task Group Leader), WS Atkins, UK; AEJ (Tony) Sanders, Mouchel, UK: and Edward Corbett, Corbett & Co, UK. Liaison with other active Task Groups was provided by Peter | Booen, GIRR Lid, Uk. ‘The ‘preparation was carried 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, Schmict Reuter Partner, Germany; and KB (Tony) Norris (Special Adviser), Consulting Engineer, UK. Dratts were commented on by the folowing persons and organisations: Mushtaq Anmad, NESPAK, Pakistan, Peter Batty, Post Buckley Intemational, USA: Nael G Bunni, Consulting Engineer, Ireland; Kathryn’ Josephine T, dala Cruz, Construction Industy Althoriy of the Philipines; Michael Dudiey, UNOPS; Hans Enhéming, ABB Asea Brown Boveri Ltd, Switzerland; Mark Grfiths, Grifiths & Armour, UK; Géofrey F Hawker, Consulting Engineer ang Barrister, UK; Adam K Heine, Consulting Enginesr, Foland; HS Kwong, Secretary for Works, Horig Kong; Jan’ Gees Overboschi/Evert Jan \Wilers, DHV Eeheer BV, The Nethcttends; Marek Fidultowskl, Cosmopall Cofisuitants, Poland; WG Flees, Binnie Black & Veatch, UK; ‘Asian Development Bank; European Bank for Reconstruction and Development; intsrArmoriosn Development Bank; International Association of Dredging Companies; Inter-Pactic Bar Association, Oraanisme de Lisison Invhistries Métaliquee Européonnes (ONGALIME"), aid The World Bank: Acknowledgement of reviewers does riot mean thal such persons or organizations approve the wording of all clauses. FIDIC wishes to record its appreciation of the time and effort davoted by all the above, ‘The ultimate decision on the term and content of the document resis with FIDIC, enne 1998FOREWORD ‘These Conditions of Contract have been prepared by the Fédération Internationale es lngénieurs:-Conseis (FIDIO) and are: recommended for engineering and bulding work of relatively small capital value, However, depending on the type of work and the: Sroumstances, tne Conditions may be sultable for contracts af greater value. They are, Boneideted most likely to be auiteble for fail sinipks ar repetitive work Or work of short ‘duration without the need far specialist sub-contracts, ‘The main aim has been to produce a straightforward exible decument which Includes al essential commercial provisions and which may be used forall ypes of engineering and building work with @ variety of administrative arrangements, Under the ustal arrangements: for this type of contract, the Contractor constructs the Works in accordance with design provided by the Employer or by his representative (if any) However, this form may also be suitable for coniracis which include. or wholly Comprise, contractcr-designed alvil, mechanical and/or electrical works: In action, the Employer has a choice of valuation methods. Furthermore, although {there is no reference to an imperial Engineer, the Employer may appoint an Independent Enginesr to act impartially, should he wish to de 30, ‘The form Is recommended for general use, though modtigations may be required in ‘Some juriscictions: FIDIC considers the offcial and authentic text to be the version in ‘hs English language. “The intention jo that a necessary liuririation enould be provided In the Appendix to ‘the Agreement, the latter incorporating the tenderer's offer and its acceptance in one simple decument. The General Conditions are expected to cover the majority of contracts, Nevertheless, users wil be eble to introduce Particular Conditions if they wish, {© cater for special cases or circumstances, The General Condltions and the Petticular Cencitions wl together comprise the Condittons governing the rights and obigations of the partles. ‘[Link] In the preparetioh of tender documents using these Conditions, Notes for Guidance are included, These Notes will not become one:of the documents forming the Contract, Finally, applicable Rules for Adjudication are also included. ‘The attention cf users is drawn to the FIDIC jpublication “Tendering Procedure", which resents a systematic approach to the selection of tenderers and the obtaining and evaluation of tenders. pape 1909id 12 13 4 15 16 2 24 22 28 24 a a4 a2 4 4d 42 43 44 ORD 1988 CONTENTS Agreement .. Offer ‘Acceptance ‘Appendix General Conditions GENERAL PROVISIONS ... Defiritions ‘The Contract Persons Datos, Times and Periods Money and Payments Other Definitions, Interpretation Priority of Dacuments Law Communications Statutory Obligations THE EMPLOYER .. Provision of Site. Permits and Licences Employer's Instuetions Approvals EMPLOYER'S REPRESENTATIVES .......... Authorised Person Employer's Representative THE CONTRACTOR ........ General Obligations Contractor's Representative, ‘Subcontracting Performance Security7A 72 78 74 84 82 94 92 10 40.1 410.2 103 104 108 " it 442 113 na 145 146 nt 18 12 124 12.2 12.8 124 13 iat 182 FDe 19 DESIGN BY CONTRACTOR .. . Contractor's Design Responsibility for Design EMPLOYER'S LIABILITIES. 00.0. .sess0eenneeseeee ve Employer's Liabilties TIME FOR COMPLETION . . Execution of the Works Programme Extension of Time Late Completion TAKING-OVER .......2... 0000+ ‘Completion ‘Taking-Over Notice REMEDYING EFFECTS ........ Femedying Defects Uncovering and Testing VARIATIONS AND CLAIMS Fight to Vary \Veluation of Variations, Early Warning Right to Clam Variation and Claim Procedure CONTRACT PRICE AND PAYMENT .. Valuation of the Works Monthly Statements Interim Payments Payment of First Half of Retention Payment of Sacond Half of Retention Fina) Payment Currency Delayad Payment DEFAULT ... Default by Contractor Default by Employer Ingotvenoy Payment upon Termination RISK AND RESPONSIBILITY Contractor's Care of the Works Force Majeure14 144 142 143 15 181 162 163 INDEX . . INSURANCE Extent of Cover Arrangements Failure to Insure RESOLUTION OF DISPUTES . Adjudication, Notice of Dissatistaction Arbitration Particular Conditions ...... Rules for Adjudication 18 Notes for Guidance ...... Notes .. Stites ne 9 oH © FOG te ©4 3 Agreement The Employer is of ‘The Contractor is of ‘The Employer desires the execution of certain Works known 2s) OFFER ‘The Contractor has examined the clocuments 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 ee a es id) == __ Ai pen) ats oe __ of'such other surn as may be ascertained under the Contract. This offer, of which the Contractor has submitted two signed originals, may be accepted by ‘the Employer by signing and returning one original of this document to the Contractor before: _ (Gate) ‘The Contractor understands that the Employers not bound to accept the lowest or any offer revolved for the Works, Signature: i Date: Name: ‘Authorised to sign on behalf of (organization : rari} Capacity: ACCEPTANCE The’ Employer hes lay 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 Contractoy in accordance with the Contract. This Agreement comes into effect on the date when the Contractor receives one original af this document signed by the Employer ‘Signature: a Ba, a a Name: Authorised to sign on behalf of (owenization ae Cepacity: enc 198APPENDIX This Appendix forms part of the Agreement, { Note: with the exception of the tems for which the Employer's requirements have 'been inserted, the Contrector shall complete the following, Information before submitting his offer. | Item Sub-Clauso Data Documents forming the Contract listed in the order-of priority 14d Document (celeteF rot enatcable) Document Identification @) The Agreement... , (©) Particular Coneitions - (c)_ General Conditions... |. (@) The Specification .- = (The Drawings... {The Contractor's tendered design {o) The bil of quentites .. mo. ae 8 Doeiah 6s 0 acu Timevfor Completion ......... 4.1.9 ae days Law ofthe Contract... 14... Lawotthe Countys Language 2... 13 ds wee Provision OF St BA ce On the Commencement Dates _ Authorised person kee BA Name and address of Empieyer's representative (frown) 22... 3.2 Performance security it any} AMOUR is teee ens Sd ee (ue : 48 pens (cetalis) “inployer to amend as appropriate (© FI r6H9 ii GENERAL | ConDToNs ADLUDIGATION cuiCoNamIONS Item: Requirements for Contractor's design (any) ........- Programme: Time-for submission 6... Form of programme... . ‘Amount payable due to failure to complete. . F Period for notilying defects. Variation procedure Daywork rates. Valuation of the Works" Lump sum Price Lump sum price with schedules ofrates ce Lump sum price with ell of quantities eee Remeasurement with tender bil of quantities 2... Cost reimbursable... Percentage of value of Materials, and Plant Sub-Ciause Data BA... Specification Clause No's 72 Within 14 days of the Commence ment Date, ae. per day up to a maximum of 10%" ct sum stated in the Agreement 9111.8 965 days" caleulated from the date stated In the notics under ‘Sub-Ciause 8.2 402 - = — (eetais} Aig se (Gots) AR ern (Getails) ata (etait) WA tas) ti 4 {etails) 2. Materials ___ 80%" Piant __ 90%" * Employer to amend as appropriate OF 1608Item Percentage ofretention....... 4.3..... aa Eis Currency offpayment 02.0... 14.7 es Rate of interest... 18 re % per annum, Insurances ‘Type of cover* Amount of covert ‘The Works, Materials, Pant The sum stated in the and fees ‘Agreement phis 15% Contractors Equipment Full replecement cost Third Party rjury to persons ‘and damage to property = —— Workers ees i Other cover" | wba_s EL ANtitration Rules... 153 ..... UNCITRAL Arbitration Filles” —________ {detaitig) Appointing authotily 188. President of FIDIC oF his nominee —________ Getais Floss ofArbitagon «.......4 482..... The County “Employer to amend as appropriate Foc GENERAL | CONDITIONS 6 2 5 gGeneral Conditions aes Provisions 14 Definitions The Contract Persons Dates, Times and Periods Money and Payments Other Definitions: Genie ancl In the Cor folowing 1a 1e ntract as defined below, the words and expressions defined shall have the ‘Meanings assigned to them, except where the context requires otherwise: "Contract means the Agreement and the other documents listed in the Appendix, ;Specification’ means the document as listed in the Appencix, including Employer's requirements in respect af design to be carried out by the Contractor, i any, and sny Varlation to such document "Drawings' means the Employers drawings of the Works as Isted in the ‘Appendix, and any Vaiation. to such drawings, “Employet" means the person iamed in the Agreement and the legal Suocessors in ttle to'this petson, but not (except with the consent of the Contractor) eny assignee, “Contractor means the person named in the Agreement and the legal susc0ess0°8 Th title to this person, but not (excapt with’ the consent af the Employer) any assignee, "Party" moans either the Eiyployer or the Contractor “Commencement Date' means the date 14 days aller the date the ‘Agreement comas into effect or any other cate agreed between the Partias, “day" means a celendar day, ime for Completion’ means the time for completing the Works as stated ~ in the Appendix (eras extended under Sub-Ciause 7.3), calculated from the 1440 tat 1142 19.43) 4.144 © Foe Tio ‘Commencement Date. Lost’ means all expenctiure properly incurred (ar to be incurred ) by the Contractor, whether on or off the Site, including overheads and similar Charges, but does not inciude prof. {Contractor's Equipment" means ali apparatus, machiiery, vehices, faclitles and other things required for the execution of the Works but dose ‘ot include Materels or Plant, "Country’ means te country in which the Site is located, "Employer's Liabil means those matters listed in Sub-Clause 6.1, (Force Majeure’ means an exceptional event or circumnsianice: which is Beyond a Pariy's conticl; which such Parly could not reasonably have 1 | Abuuoicanion12 Interpretation 13 - Priority of Documents 44 - Law 18 ‘Communications 1.6 Statutory Obligations 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, 4.1.45 "Materials" means things of all kinds (other than Plant) intended to form or forming part of the permanant work, 1.1.18 ‘Plant’ means the machinery and apparatus intended to form or forming part of the permanent work, 1.1.47 "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 ofthe Site. 4.1.48 "Variation" means a change to the Specification and /or Drawings (if any) which is instructed by the Employer under Sub-Ciause 10.1. 4.1.48 "Works' means all the work and design lif any) to be performed by the ‘Contractor including temporary work and any Variation Words importing persons or parties shall Include firms and organisations. Words, importing singular or one gender shall include plural or the other gender where the context requires. ‘The documents forming the Contract are to be taken as mutually explanatory of ene another. if an ambiguity or discrepency is found in the documents, the Erriployer shall lasue any necessary instructions to the Contractor, and the priority of the decuments. shall be in accordance with the order as listed in the Appendix. ‘The law of the Contract is stated in the Appendix. ‘Wherever provision is made for the giving or issue ef any notice, instruction, or other Ccornriunigation by any person, unless otherwise specified such communication shall 'be written in the language stated in the Appendix and shall net be unreasonably withheld or delayed. The Contractor shall comply with the laws of the countries where activities are parformed. The Contractor. shall give all notices and pay ell fees and other charges in respect of the Works. ae ployer 24 Provision of Site 22 Permits and Licences 2 ‘The Employer shall provide the Site and right of access thereto at the times stated in the Appendix. ‘The Employer shal, f requested by the Contractor, assist him in applying for permits, licences or approvals which are required for the Works, © fo1e 198 ‘Span Form of Conmet23 {fhe Contractor shall comply wth all instructions given by the Employer in respect of Employer's Instructions the Works including the suspension of al or part cf tho Works, 24 S - Approvals: No epproval or consent or absence of comment by the. Employer or the Employer's fepresentative shall effect the Contractor's obligations, - Representatives 31 Authorised Person ‘Ono of the Cmpioyer's personne} 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, mop Se Se a Employer's ‘The Employer may also appoint a firm or individual to. Carty out certain duties. The Representative. appointees may be named in the Appendix, or notified by the Employer to the Contractor from time to time, The Employer shall notify the Contractor. ‘of the delegated Guities and authority of this Employer's representative, Th ntractor 4a General Obligations The Contractor shall Carry Out the Works properly and in accordance with the: Contract. The Contractor shall provide all supervision, labour, Materials, Plant ana Contractor's Equipment-which may be required. All Materials and Plant ‘on Site shaill be deemed to be the. property of the Employer. 4 Contractor's ‘The: Contractor shall submit to the Employer for consent the name-and Particulars of Representative ‘the person authorised to ‘feceive instructions on behalf of the Contactar. 43 = Subcontracting ‘The Contractor shall nat ‘subcontract the whole of the Works. The Contractor shall not Subcontract any part of the Works without the consent of the Employer 4a = = Performance Security If statec'n the Appendix, the Contractor sha Geliver to the Employer within 14 days ofthe Commencement Date a performance securty ina form and from a third party approved by the Employer, ——— ee De by Contractor 54 Contractor's Design phe Coptiaclor shall carry out design to the eitent specied, as refered to in the Appendix, The Contractor shall promptly submit to the Employer all designe Eropeted by hint. Within 14 days of receipt the Employer shall natily any comments crate con, submited is notin accordance with the Contract, shal reject Stata the Teasors. The Contractor shall not construct any element of the Rermanent work designed ty him within 14 days affer the design has bass Gora Cotas ern ica 3slibmitted to the Employer or where the design for that elament has been rejacted. Design that has been rejected shall be promptly amended and resubmitted. The Contractor shal resuipmit all designs cornmented on taking these comments into account as necessary. 52 Responsibility for ‘The Contractor shall remizin responsible far his tendered design anc the design under Design this Clause, both of which shall be fit for the intended purposes defined in the Contract and he shail also remain responsible for any Infringernent of any patent or copyright in respect af the same. The Employer shall be responsible for the Specification and Drawings. Employer's Liabilities 6a | Employer's Liabilities In this Contract, Employer's Liabilities mean : a) war, bostities (Wwhethor war be declared or not), invasion, act of foreign \ enemies, within the Country, b) rebellion, terrorism, revolution, insurection, mnltary or usurped power, or civ ‘var, within the Country, Lt ) ot, commotion or disorder by persons other than the Contractor's personne! and other employees, affecting the Site andlor the Works, @)_lanising radiations, or contamination by radio-activity irom any nuclear fuel, or from any nuclear waste from tha combustion of nuclear fuel, radio-active ‘oxic: explosive, or other hazardous properties of any explosive nuclear assembly or nuclaar component of such an assembly, except to the extent to Which the Contractor may be responsible for the use of any radio-ective materiel, ©) pressure waves caused by aircraft or other aerial devices travelina at sonic or ‘supersonic speeds, 4) use or occupation by the Employer of any part ofthe Works, except as maybe 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 fh) any operation of the forces of nature affecting the Site and/or the Works, which \wes Unforesesable or against which an experienced contractor could not = rBasonably have heen expectad ta take precautions. ) Force Majeure, })_a’suspension under Sub-Clause 2.3 unless iti attributable to the Contractor's fale, any failure of the Employer, 1) physical obstructions. or physical conditions other than climatic conditions, encountered on the Site during the performance of the Works, which Cbstructions or conditions were not reasonabty foreseeable by an experienced contractor and which the Contractor immediately nottied to the Employer, m) any daly or aisruption caused by any Variation, n} any change to the law of the Contract after tha date of the Contractor's offer fs stated in the Agreement, (©) tosses arising out of the Employer's right to have the permanent work executed (on, over, under, in or through any land, and te occupy this land for the permanent work, and 6) damage which is an unavoidable result cf the Contractor's obligations to execute the Works and to remedy any defects. ‘GUIDANCE: 4 FING 1909 ‘Short Foim of Conastring tor Completion TA Execution of the Works 72 Programme 7 — — Extension of Time wh Late Completion Tap Over 84 Completion 82 Taking-Over Notice ‘The Contractor shall commence the Works on the Commencement Date and shall proceed excecitously and without delay and shall complete the Works ‘within the Time Within the tine stato in the Appendix the Conttactor shal submit to the Employer a Progremrme for-the Works in the form stated in the Appenctx. Rublect to Sub-Clause 10.3, the Contractor shail be entitled to an extension to fhe Time for Completion it he is or will be delayed by any of the Employer's Uabilties, On receipt of an application trem the Contractor, the Employer shall consider ail ecraring deiais provided by the Goniractor ahd shal extend the Time for Completion as appropriate, {the Contractor fais to complete the Works within the Time for Completion, the Contractor's only liabifty fo the Employer for such tale shall be te pay the Went Stated in the Appendix for each day for which he tals to complete the Works. ee {he Contractor may notty the Emalayer when he considers that the Works are complete. [ne Eimoloyer shal tks over the Works upon the'esue ofthis notion The Contractor Si Pom Compete any outstanding work and, eubject to Gees 9, Clear the re Dying Defects 94 Remedying Defects Gece Cons, Brant Cost 10 the Empioyer ery detects dus to the Contractor's design, Materials, Plant or workmanship not bsing in accordnes with the Gontrant © Abi 1999 5 ADAUIDICATIONESS The cost of remedying defects attributable to any other cause shall be valued as a Veriation. Failure to remedy eny defects or complete cutstanding work within a reasonable time ef the. Employer's notice shall entitle the Employer to carry out all necessary work at the Contractor's cost, 9.2 Uncovering and Testing ‘The Employer may give instruction as to the Uncovering and/or testing of any work. Uniess as a result of any uncovering and/or testing it is established that the Contractor's design, Materials, Plent or workmanship are not in accardance with the Contract, the Contractor shell be paid for suich uncovering anc/or testing 25 a Variation in accordance with Sub-Clause 10.2, veri) and Claims 10.4 Right to Vary ‘The Employer may instruct Variations. 10.2 ne a L = Valuation of Variations _Varlations shall be valued as follows: 2) ata lump sum price agreed between the Parties, or b) where appropriate; at rates in the Contract, or ©) in the absence of appropriate rates, the rates in the Contract shall be usad as ‘the basis for valuation, or fang which d) at appropriate new rates, as may be-agreed ot which the Employer considers appropriate, or @) ifthe Employer so instiuets, at daywvork 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. 108 Early Warming ‘A Party shall notiy the other as scon as he is aware of any citcumstanes which may ‘ea or disrupt the Werks; or which may give risa to a claim ‘or additional payment. The Contractor shall take all reasonable steps to minirrise these effects, The Contractor's entitlement to extension to the Time for Completion or additional ‘payment shail be limited to the time and payment which would have been due if he hed aven prompt notice and had taken all reasonable steps. 10.4 Right to Claim If the Contractor inelts Cost as @ result of any of the Employer's Liabilties, the Contractor shall be entitled to the ariount of such Cost. If as a resuit of any of the Employer's Liablites, i is necessary to change the Werks, this shall be dealt with as a Wariation, 105 Variation and Claim The Contractor shal sulsmit to the Employer an Itemised make-up of the vallie of Procedure ‘Variations and claims within 28 days of the instruction or of the event giving rise to the dleim. The Employer shall check and if possible agree the valve. In the absence of agreement, the Employer shall determine the value. 6 ero 168 Sia etn ef Conclek Price and Payment Wa Valuation of the Works 11.2 _ Monthly Statements 1.3 —— Interim Payments 14 Payment of First Half of Retention 15] — - Payment of Second Halt of Retention 16 - Final Payment WT Currency 18 Delayed Payment amr Constions ‘The Works shall be valued es provided for in the: Appendix, subject to Ciauso 10, ‘The Contractor shall be entitled to be paid at monthly intervals: 2) the value of the Works executed, ©) the percentage stated in the Appendix of the value of Materials and Plant delivered to the Site al a reasonable time, Subject to any aditions or deductions which may be due. Zhe Contractor shal submit each month to the Employer a statement showing the amounts to which he considers hirnsetf entitled, Within 28 days of delivery of each ‘statement, the Employer shall pay to the ‘Contractor the amount shown in the Cantractar's: ‘statement less retention at the rate statad in the Appendix, and less any amount for which the Employer has spectied his reasons for disagreement. The Employer shall not be bound by ‘any sum previously considered ‘by him to be due to the Contractor, {he Employer may withhold interim payments unl he receives the performance Seourity under Sub-Clause 4.4 (any), One half of the retention shall be paid by the Employer to’ the Contractor within 14 Saye after Issuing the nutes under Sub-Clausa 8.2 ‘The remainder of the rotention shal be paid by the Employer to the Contractor within ‘14 days after either the expity of the period stated in the Appendix, or the remedying oF Rotied defects or the! completion of outstanding work, all as referred to In Sub Clause 9.1, whichever Is the later Within 42 days of the latest of the events listed I Sub-Ciause 115 above, the Contractor ‘shall submit a final account to the Employer together with any clocumentation reasonably required to eriabie the Employer to ascertaiy the fal contract value, tithin 28 days after the submission of tis nal account; the Employer shal pay tothe Contractor any amount dus. If the Employer disagrees with any part of the Contractor's final account, he shal! specify his reasons for disagreement when making payment, Payment shall be in'the currency stated in the Appendix. ‘The Contractor shal be entitled to interest at the rate stated in the Appendix for each ‘ay the Employer fels fo pay beyond the prescribed payment period, AD 1980 7 AGREEMENT a avira ADIUDOATON GUIDANCE~~" Dieeaiess void 124 Default by Contractor 12.2 Default by Employer 123 Insolvency 124 Payment upon Termination f the Contractor abandons the Wolks, refuses or falls to comply with a valid instruction of the Employer or falis to proceed expeditiously and without delay, or is, despite a writen complaint, in breach of the Contract, the Employer may give notice referring to this Sub-Clause and stating the detautt. Ifthe Contractor has not taken all practicable steps to remady the defaut within 14 days after the Contractor's receipt of the Emnpioyer's notice, the Employer may by a second notice gven within a further 21 days, terminate the Contract. The Contractor Stall then, deineblise from tie Site leaving behind Materials and Plant ard any Contractor's Equioment whictt the Employer instructs in the second notice Is to be used until the completion of the Works. If the Employer fails to pay in accordance with the Contract, or is, despite a written ‘complaint, in breach of the Contract, the Contractor may alve notice referring to this, Sulp-Ciause net stating the default. ifthe default 's not remedied within 7 days after the Empioyer's receipt of this notice, the Contractor may suspend the execution ofall ‘or parts of the Works. If the default fs:not remedied within 28 days after the Employer's receipt of tho: Contractor's notice, the Contractor may by.a second notice given within a further 21 dye, terminate the Contract, The Contractor shall then demobilise from the Site, Ifa Party is declared insolvent uncer any applicable ‘av the other Perty may by notice terminate the Contract immediately. The Contractor shall then demobilise from the Site leaving behind, in the case of te Gontractor’s Insolvency, any Contractor's. Equipment which the Employer instructs in the notice is to be used until the ‘completion of the Works. ‘After termination, the Contractor shall be entitled to payment of the unpaid balance of tha value of the Works executed and of the Materials and Plant reasonably. delivered to'the Site, adjusted by the following: a) any sums to which the Contractor isienttled under Sub-Glause 10.4, b) any sums to which the Employer is entitled, if the Employer has terminated under Sub-Cleuse 12.1 or 12.3, the Employer shall be entted to @ sum equivalent to 20% of the value of those parts of the Werks net executed at the date of the termination, @) ifthe Contractor has terminated under Sub-Clause 12.2 or 12.3, the Contractor shall be entitled to the Cost of nis suspension and demoblisation together with a Sim equivalent to 10% of the value of those parts of the Works not executed at the date of termination, The net balance due shall be pald or repaid within 28 cays of the notice ot termination, foe ra Sr Form of ContactSG NOE alesis 134 Contractor's Care of the Works 13.2 - Force Majeure Fe Contractor shall take ‘ll responsibilty for the care of the Works from the Commencement Date unt the date of the Employer's notice under Sub-Clause 4.5, Resporsibilty shal then pess to the Employer. f any loss or damage happens to the ‘Horks dutng the above period, the Contractor shall actly such loss of damage to that the Works conform with the Contract. Ubiless the Joss or damage happens as. resuit of an’ Employer's Liabilty, the Gertractor hall indemnity ths Eivplayer, the Employer's contractors, agents: ang employees against all joss or damage happening to the Works and against al claire Coane wrsing out of the Works caused by a breach of the Contract. by negligence oF by othe: defaul of tte Contractor, Ns agents or employase. {2 Party is oF vill be prevented ftom performing any of ts cbiigaions by Foree Melaur, the Party afected shal natty tte other Party immedately Ii necessary, the Contractor shall suspend the execution of the Works end, to the extent agrees wih the Empioyer, demobilise the Contractor's Equipment It fhe event continues for a period of 84 days, either Party may then lve notice of ‘termination which shell teke effect 28 days after the giving of the notice, After termination, the Contractor shal be entitled to payment ofthe Unpeld balance of the value of the Works exetuted and of the Materials and Plant reasonably detnvercs to tho Site, adjusted by the folowing: @ Bry sums ta vtich the Contractor is entitled uncer Sub-Ciause 10:4, ©) the Cost of his susperision and demobifsation, ©) any suims to which the Employer is entitled Ihe net balrice due ‘shall Be: peld or repaid within 28 cays of the notice of termination, ee eee insula, ; 144 Extent of Cover ere Coniions Zhe Contractor shal, erior to commencing the Werks, effect and theteatter meintain insurances in ihe joint namas of the Parties: ®) {or loss and darnage’ to the Wot, Materials, Plant and the Contvacter's Eduipment, ©) for Kelty of both Parties for iss, damage, death or inuy fo third parties ot their property ersing out of the Contractor's performance of the Contact, iReluding the Contractor's tablity for damage to the Employer's properly other than the Works, and °), for labity of both Parties and of any. Employer's representative for death or UDlury to the Contractor's personnel except to the extent that lability erises trom the negligence of the Employer, any Employer's representative or theh employees, ‘OF 1008 9 ‘AGREEMENT 2 ij fyane 14.2 Arrangements 143 Failure to Insure. ‘All insuranees shall conform with any requirements detailed in the Appendix. The policies shall be issued by insurers and in tarms approved by the Employer. The Contractor shall provide the Empioyer with evidence that ary required policy is in force andi that the premiums have been paid. ‘All payments received from Insurers relating to loss or damage to the Works shall be held jointly by the Parties and used for the repair of the loss or damage or as ‘compansation for loss or darmage that is not to be repeired, Ifthe Contractor fas to effect or keep in force any of the insurances referred to in the previous Sub-Clauses, or feils to provide satisfactory evidence, policies or receipts, the Employer may, without prejudice to any other right or remedy, effect insurance for the cover relevant to such Gefautt and pay the premiums due and recover the serie 22s a deduction from any other monies due to the Contractor, noalsfs of Disputes 15.4 Adjudication 15.2 Notice of Dissatisfaction 153 ‘Arbitration 10 Unless settled’ amicably, any dispute or difference which arises between the Contractor and the Emiayer out of or in connection with the Contract, including any valuation or other decision of the Employer, shall be refered by ether Party to ajucication in aecordance with the attached Rules for Adjudication (‘the Rules"), The ‘adjudicator shall be any person agreed by the Parties. in the event of disagreement, the adjudicstor shel be appointed in accordance with the Fules. Fa Party is dissatisfied with the: decision of the adjudicator or if na decision Is given within the time set out in the Rules, the Paty may give notice of dissatisfaction referring to this Suib-Cieuse within 28 days of receipt of the decision or the expiry of the time for the decision. if no notice of dissatisfaction is given within the specified time, the decision shell be final end binding on the Parties. If notice of dissatisfaction is given within the speciied time, the decision shall be binding on the Parties who shall ‘glve-effect to It without delay unless anc untl the decision of the edjudicater is revised by an arbitrator, ‘A dispute which 1a Been the subject of a notice of dissatisfaction shall be finally settled by a single arbitrator under the rules specified in the Appendix. n the absence ‘of agreement, the arbitrator shall be designated by the apoointing authority specified in the Appendix. Any hearing shall be held et the place speciied in the Appendix and In the lanquage referred to in Sub-Ciause 1.5. ‘FID 1900 Shor Foi of Cones,‘eee Conds INDEX OF SUB-CLAUSES Adjudication ‘Approvals Arbitration Arrangements, insurance Authorised person Communications Completion Contractor's Care of the Works Contractor's Design Contractor's Representative Currency Default by Contractor Default by Employer Definitions Delayed Payment Early Warning, Claims Employer's Instructions Employer's Representative Empioyer’s Liabiities Execution of the Works Extension of lime Extent of Gover, Insutance Fallure-to Insure Final Payment Force Majeure ‘Generel Obligations, Contractor Insolvency Interim Payments interpretation Late Completion Law: Monthly Statements: Notice of Dissatisfaction Payment upen Termination Performance Security Permits end Licences Priority of Documents (OA 1808 Sub-Clause 184 24 153 142 34 16 84 134 51 42 7 4124 422 1 48 408 23 a2 64 7 73 44.4 14.8 11.6: 18.2 4d 128 118 12 a 14 412 162 12.4 44 22 13 Page eagreoa ond 10 = wwoew 2 GUBANCEProgramme: Provision of Site Remedying Detects Responsibly for Design Retention, First Half Retention, Second Half Right-to Claim Right to Vary Statutory Obligations, Subcontracting Jaking-Over Notice Uncovering and Testing Valuation if the Works, Valuation of Variations Variation and Claim Procedure 12 2FOC 1090 72 5 24 2 a4 8 52 4 14 7 16 7 10.4 6 104 6 18 2 43 3 82 6 92 6 144 7 10.2 6 10.5 6Particular Conditions Note It is iftended that the Short Form of Contract’ will work satisfactorily without any Particuler Conditions. However, ifthe requirement of the project makes it desirable to ‘amend any Clause or to add provisions to the Contract, the amendments anc additions should be set out on pages headed Periicular Conditions. Gare should be taken with the dratting of such Clauses especialy in view of the high priorty given to the Particular Conditions by Sub-Ciause 1.3. Fic 1903 13Rules for Adjudication referred to in Sub-Clause 15.1 General Appointment of ‘Adjudicator ‘Terms of Appointment les cgatston 410 Atiy reference in the Conditions of Gontract to the Rules for Aciudication shall be deemed to be a reference to these Flules. ‘Defiitions in the Contract shall apply in these Rules, The Parties shall jointly ensure the appointment of the Adjudicator, The ‘Adjudicator shall be a suitaoly qualified person. for efty reason the appointment of the Adjudicator is not agreed at the latest within 14 cays of the reference of a dispute in accordance with these Fules, then either Party may epply, with a copy of the application to the other Party, to ny appointing authority named in the Contract or, if none, to the President of FIDIC or his nominee, to appoint an Adjudieator, end such appointment shall be final and conclusive. ‘The Adjuicator's appoinirnient may be terminated by mutual agreement of the Parties. The Adjucicator's appointment shall exoie wien the Works have been completed or when any disputes referred to the Aciudicator shall have been ‘withdrawn or decided, whichaver isthe later. The Adjucicatar's to be, and isto remain throughout his appointment, impartial arid independent of the Parties and shall immediately disclose in writing to the Parties anything of which he becomes awere which could affect his impartiality or independence, The Adjudicator shall not give! advice to’ the Parties or their representatives concerning the conduct of the'project of which the Works form part other than in aooordence with these Rules. ‘The Adjudicator shell not be called as'a witness by the Parties to give evidence: concerning any dispute in connection with, or arising out of, the Contract ‘The Adjucicator shall treat the detais, of the Contract and al activities and hearings of the Adjudicator as confidential and shall not disclose the same without the prior writen consent of ine Parties The Adjudicater shall not, without the: consent ofthe Parties, assign or delegate any of his work under these Auules or engage legal or technical assistance. ‘The Adiuicator may resign by giving 28 days’ notice to the Parties. in the event ‘of resignation, deeth or incapacity, termination ora fallure or refusal to perform the duties of Adjucicator under these Rules, the Partiss shall agree upon a replacement Acjudiceter within 14 days or Rule 4 shall apply. ‘anne 1099, 15 AGREEMENT SENERAL ‘GUANCE CONSITIONS:‘CONDITIONS: Payment 16. " 12 13 14 15 16 7 18 20 ‘The Adjudicator shall in no circumstances be lable for any claims for anything done ‘or omitted in the cischarge of the Adjudicetor’s duties unless the act or ‘omission is shown to have been in bad faith. If the Adiudicator shall knowingly breach any of the provisions of Rule 6 or act In bad falth, he shall not be entited 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 proceadings or decisions of the ‘Acjudicator ere rendered void or inettective. ‘The Adjudicator shall be paid the fees and expenses set out in the Adjudicator's Agreement. “The retainer fee, if applicable, shall be payment in ‘ull for: @) being available, on 28 days' notice, forall hesrings end Site visits; (©) all office overhead expenses such as secretarial services, photocopying ‘and offiee supplies incurred in connection with his cuties; (c) all services performed hereunder except these performed during the days roforred to in Pula 15. “The daily fee shai! be payable for each working day preparing for or attending Site visits or hearings or preparing decisions including any associated traveling Aime. The retainer and daly fess shall remain fixed fer the period of tenure of the Adjudicator, All payments to the Acjudizator shall be made by the Contractor who wil be entitled to be reimbursed half by the Employer. The Contractor shall pay invoices addressed! to him within 28 days of receipt. The Adjudicator's invoices ‘or any menihly retainer shal be submitted quarterly in advance and invoices ‘or daly fees and expenses shall be suibmitted following the conolusien of a Site vist or hearing, All invoices shell contain a brief description of the activities performed during the relevant period. The Adjudicator may suspend work if any invoice remains unpeid at the expiry of the period for payment, provided that 7 days ptr notice has been given to both Parties. Ifthe Coniractor fails to pay ar invoice addressed to it, the Employer shall be entitled to pay the sum due te the Adjudicator and recover the sum paid from the Contractor, ‘A dispute between the Parties may be referred in writing by either Perly to the ‘Adludieator for his decision, wih a copy to the other Party. Ifthe Acjudicator hhas not been agreed or appointed, the dispute shall erefeired in writing to the ‘other Party, together with a proposal for the appointment of an Adiudicator. A reference shall identily the dispute and refer to these Rules, ‘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, {orn the Parties be presented to him prier to, at or after the hearing, The Parties shall promptly provide the Acjudicator with sufficient copies of any documentation andl information relevant to the Contract that he may request. FOC 1000 Bhat Famer Conele fr Aon 21 22 23 ‘The Adjudicator shall act as an Impertial 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, Without limiting the foregoing, the Adjudicator shall have power to: (@ decide ‘upon the Adiudicator's own jurisdiction, and as to the scope of any dispute feferred to him, (©) make use of his own specialist knowledge, if ny {@)_adopt-an inquisitorial procedure, {@) decide upon the payment of interest in accordance with the Contract, ©) open up, review and revise any: opinion, Instruction, determination, ‘cortifcate or Valiation, related to the dispute, {| else 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 Adludioator is satisfied received notice ‘of the hearing, All communications between either of the Parties and the Adjudleator and all hearings shall bein the language of the Adjudicator's Agreement. All such communications shall be copied to the cther Party. No later than the fty-shth day after the day on which the Adjucicator received a reference oy, if ater, 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 anc! state that itis clven under these Rules. erie i008 7