Conditions of Contract for Design-Build and Turnkey (1st Edition, 1995). Part 1: General Conditions; Part 2: Guidance for the Preparation of Conditions Particular Application. With Forms of Tender and Agreement. Electronic version in encrypted PDF.
The terms of the Conditions of Contract for Design - Build and Turnkey have been prepared by the Federation Internationale des Ingenieurs Conseils (FIDIC) and are recommended for general use for the purpose of the design and construction of works where tenders are invited on an international basis; with minor modifications, the Conditions are also suitable for use on domestic contracts.
Under the usual arrangements for a design-build contract, the Contractor is responsible for the design and provision, in accordance with the Employer's requirements, of works which may include any combination of engineering (including civil, mechanical, electrical, etc) and building works; and interim payments are made as construction proceeds. In Part 1, Clause 13 sets out the payment arrangements.
The Conditions are also intended for use on turnkey contracts, under which the Employer's requirements usually include provision of a fully-equipped facility, ready for operation (at the turn of the "key"); such contracts are often contractor-financed. Turnkey contracts typically include design, construction, fixtures, fittings and equipment, the scope of which would be defined in other contract documents. In addition, the contract may impose a requirement for the Contractor to operate the Works, either for a few months' commissioning period, or for some years' operation on a build-operate-transfer contract. Advice on turnkey arrangements is included in Part II, together with sample wording for contractor-finance.
The version in English of the Conditions is considered by FIDIC as the official and authentic text for the purposes of translation (translations are available from the bookshop).
In the preparation of the Conditions it was recognized that, while there are many sub-clauses which will be generally applicable, there are some sub-clauses which must necessarily vary to take account of the circumstances relevant to the particular contract. The sub-clauses which were considered to be applicable to the majority of contracts have therefore been presented in Part I - General Conditions, which will facilitate their incorporation into the contract. Part I - General Conditions and Part 11 - Conditions of Particular Application will together comprise the Conditions governing the rights and obligations of the parties. It will be necessary to prepare the Part II for each individual contract, taking particular account of the references to Part 11 which are contained in some sub-clauses in Part I.
In order to assist in the preparation of Part II and the other tender documents, explanatory material and example wording are published with these Conditions in the Guidance for the Preparation of Conditions of Particular Application. More detailed guidance will be included in a guide to the use of these conditions, to be published by early 1996.
1.1 Definitions 1.2 Headings and Marginal Notes 1.3 Interpretation 1.4 Law and Language 1.5 Contract Agreement 1.6 Priority of Documents 1.7 Documents on Site 1.8 Communications 1.9 Provision of Construction Documents 1.10 Employer's Use of Contractor's Documents 1.11 Contractor's Use of Employer's Documents 1.12 Confidential Details 1.13 Compliance with Statutes, Regulations and Laws1.14 Joint and Several Liability
2 THE EMPLOYER
2.1 General Obligations 2.2 Access to and Possession of the Site 2.3 Permits, Licenses or Approvals2.4 Employer's Entitlement to Terminate
3 THE EMPLOYER'S REPRESENTATIVE
3.1 Employer's Representative's Duties and Authority 3.2 Requirements for Employer's Representative 3.3 Employer's Representative's Authority to Delegate 3.4 Employer's Representative's Instructions3.5 Employer's Representative to Attempt Agreement
4 THE CONTRACTOR
4.1 General Obligations 4.2 Performance Security 4.3 Contractor's Representative 4.4 Co-ordination of the Works 4.5 Subcontractors 4.6 Assignment of Subcontractor's Obligations 4.7 Setting Out 4.8 Quality Assurance 4.9 Site Data 4.10 Matters Affecting the Execution of the Works 4.11 Unforeseeable Sub-Surface Conditions 4.12 Access Route 4.13 Rights of Way and Facilities 4.14 Program 4.15 Progress Reports 4.16 Contractor's Equipment 4.17 Safety Precautions 4.18 Protection of the Environment 4.19 Electricity, Water and Gas 4.20 Employer Supplied Machinery and Materials. 4.21 Clearance of Site 4.22 Security of the Site 4.23 Contractor's Operations on Site4.24 Fossils
5.1 General Obligations 5.2 Construction Documents 5.3 Contractor's Undertaking 5.4 Technical Standards and Regulations 5.5 Samples 5.6 As-Built Drawings 5.7 Operation and Maintenance Manuals 5.8 Error by Contractor5.9 Patent Rights
6 STAFF AND LABOUR
6.1 Engagement of Staff and Labour 6.2 Rates of Wages and Conditions of Labour 6.3 Persons in the Service of Others 6.4 Labour Laws 6.5 Working Hours 6.6 Facilities for Staff and Labour 6.7 Health and Safety 6.8 Contractor's Superintendence 6.9 Contractor's Personnel6.10 Disorderly Conduct
7 PLANT, MATERIALS AND WORKMANSHIP
7.1 Manner of Execution 7.2 Delivery to Site 7.3 Inspection 7.4 Testing 7.5 Rejection7.6 Ownership of Plant and Materials
8 COMMENCEMENT, DELAYS AND SUSPENSION
8.1 Commencement of Works 8.2 Time for Completion 8.3 Extension of Time for Completion 8.4 Delays Caused by Authorities 8.5 Rate of Progress 8.6 Liquidated Damages for Delay 8.7 Suspension of Work 8.8 Consequences of Suspension 8.9 Payment for Plant and Materials in Event of Suspension 8.10 Prolonged Suspension8.11 Resumption of Work
9 TESTS ON COMPLETION
9.1 Contractor's Obligations 9.2 Delayed Tests 9.3 Retesting9.4 Failure to Pass Tests on Completion
10 EMPLOYER'S TAKING OVER
10.1 Taking-Over Certificate 10.2 Use by the Employer10.3 Interference with Tests on Completion
11 TESTS AFTER COMPLETION
11.1 Employer's Obligations 11.2 Delayed Tests 11.3 Retesting11.4 Failure to Pass Tests after Completion
12 DEFECTS LIABILITY
12.1 Completion of Outstanding Work and Remedying Defects 12.2 Cost of Remedying Defects 12.3 Extension of Contract Period 12.4 Failure to Remedy Defects 12.5 Removal of Defective Work 12.6 Further Tests 12.7 Right of Access 12.8 Contractor to Search 12.9 Performance Certificate12.10 Unfulfilled Obligations
13 CONTRACT PRICE AND PAYMENT
13.1 The Contract Price 13.2 Advance Payments 13.3 Application for Interim Payment Certificates 13.4 Schedule of Payments 13.5 Plant and Materials for the Permanent Works 13.6 Issue of Interim Payment Certificates 13.7 Payment 13.8 Delayed Payment 13.9 Payment of Retention Money 13.10 Statement at Completion 13.11 Application for Final Payment Certificate 13.12 Discharge 13.13 Issue of Final Payment Certificate 13.14 Cessation of Employer's Liability 13.15 Calculation of Payments in Foreign Currency13.16 Changes in Legislation
14.1 Right to Vary 14.2 Value Engineering 14.3 Variation Procedure 14.4 Payment in Applicable Currencies14.5 Provisional Sums
15 DEFAULT OF CONTRACTOR
15.1 Notice to Correct 15.2 Termination 15.3 Valuation at Date of Termination 15.4 Payment after Termination15.5 Bribes
16 DEFAULT OF EMPLOYER
16.1 Contractor's Entitlement to Suspend Work 16.2 Termination 16.3 Cessation of Work and Removal of Contractor's Equipment16.4 Payment on Termination
17 RISK AND RESPONSIBILITY
17.1 Indemnity 17.2 Contractor's Care of the Works 17.3 Employer's Risks 17.4 Consequences of Employer's Risks 17.5 Contractor's Risks17.6 Limitation of Liability
18.1 Insurance for Design 18.2 Insurance for Works and Contractor's Equipment 18.3 Insurance against Injury to Persons and Damage to Property 18.4 Insurance for Workers 18.5 General Requirements for Insurances19 FORCE MAJEURE 19.1 Definition of Force Majeure 19.2 Effect of Force Majeure Event 19.3 Contractor's Responsibility 19.4 Employer's Responsibility 19.5 Payment to Contractor 19.6 Optional Termination, Payment and Release19.7 Release from Performance under the Law
20 CLAIMS, DISPUTES AND ARBITRATION
20.1 Procedure for Claims 20.2 Payment of Claims 20.3 Dispute Adjudication Board 20.4 Procedure for Obtaining Dispute Adjudication Board's Decision 20.5 Amicable Settlement 20.6 Arbitration 20.7 Failure to Comply with Dispute Adjudication Board's Decision20.8 Expiry of Dispute Adjudication Board's Appointment
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