Conditions of Contract for Plant & Design-Build (First Ed, 1999). For Electrical & Mech. Plant & For Building & Engineering Works Designed by the Contractor. Gen. Conds; Guidance for the Prepn of Conds of Particular Application; Forms of Tender.
FIDIC Contracts Guide to the Construction, Plant and Design-Build and EPC/Turnkey Contracts (1st Edition, 2000).
European International Contractors (EIC) Contractors Guide to the FIDIC Conditions of Contract for Plant and Design-Build (The New EIC Yellow Book Guide), 2003. Electronic version in encrypted PDF.
Plant Contract - Conditions of Contract for Plant and Design-Build Projects
ADDED APRIL 2013: FIDIC Guidance Memorandum to Users of the 1999 Conditions of Contract dated 1st April 2013
Conditions of Contract for Plant and Design-Build, which are recommended for the provision of electrical and/or mechanical plant, and for the design and execution of building or engineering works. Under the usual arrangements for this type of contract, the Contractor designs and provides, in accordance with the Employer's requirements, plant and/or other works; which may include any combination of civil, mechanical, electrical and/or construction works.
Fédération Internationale des Ingénieurs-Conseils (FIDIC) extends special thanks to the following members of its Update Task Group: Christopher Wade (Group Leader), SWECO-VBB, Sweden; Peter L Booen (Principal Drafter), GIBB Ltd, UK; Hermann Bayerlein, Fichtner, Germany; Christopher R Seppala (Legal Adviser), White & Case, France; and José F Speziale, IATASA, Argentina.
The preparation was carried out under the general direction of the FIDIC Contracts Committee comprising John B Bowcock, Consulting Engineer, UK (Chairman); Michael Mortimer-Hawkins, SwedPower, Sweden; Axel-Volkmar Jaeger, Schmidt Reuter Partner, Germany; and Hiroyuki Endo, Pacific Consultants, Japan.
Various drafts were reviewed by the following persons or organisations: Mushtaq Ahmad, NESPAK, Pakistan; Peter Batty, Post Buckley International, USA; Manfred Breege, Lahmeyer International, Germany; Pablo Bueno, TYPSA, Spain; Nael G Bunni, Consulting Engineer, Ireland; Ian Fraser, Beca Carter Hollings & Ferner, New Zealand; Roy Goode, Oxford University, UK; Dan W Graham, Bristows Cooke & Carpmael, UK; Mark Griffiths, Griffiths & Armour, UK; Geoffrey F Hawker, Consulting Engineer, UK; Hesse & Steinberger, VDMA, Germany; Poul E Hvilsted, Elsamprojekt, Denmark; Gordon L Jaynes, Whitman Breed Abbott & Morgan, UK; Tonny Jensen (Chairman of FIDIC Quality Management Committee), COWI, Denmark; Philip Loots & Associates, South Africa; Neil McCole, Merz and McLellan, UK; K B (Tony) Norris, Consulting Engineer, UK; Eric Petersen, CEGELEC, France; Matthew Needham-Laing, Victoria Russell & Paul J Taylor, Berrymans Lace Mawer, UK; David R Wightman & Gerlando Butera, Nabarro Nathanson, UK; the Association of Japanese Consulting Engineers; European International Contractors; Organisme de Liaison Industries Métalliques Européennes ("ORGALIME"); the International Association of Dredging Contractors; the International Bar Association; the Asian Development Bank; and the World Bank.
FIDIC wishes 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.
In the preparation of these Conditions of Contract for Plant and Design-Build, it was recognised 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 many (but not all) contracts have been included in the General Conditions, which will facilitate their incorporation into each contract. The General Conditions and the Particular Conditions will together comprise the Conditions of Contract governing the rights and obligations of the parties. It will be necessary to prepare the Particular Conditions for each individual contract, and to take account of those sub-clauses in the General Conditions which mention the Particular Conditions.
For this publication, the General Conditions were prepared on the following basis:
(i) interim payments, in respect of the lump sum Contract Price, will be made as work proceeds, and will typically be based on instalments specified in a schedule;(ii) if the wording in the General Conditions necessitates further data, then (unless it is so descriptive that it would have to be detailed in the Employer's Requirements) the sub-clause makes reference to this data being contained in the Appendix to Tender, the data either being prescribed by the Employer or being inserted by the Tenderer;(iii) where a sub-clause in the General Conditions deals with a matter on which different contract terms are likely to be applicable for different contracts, the principles applied in writing the sub-clause were:
(ii) if the wording in the General Conditions necessitates further data, then (unless it is so descriptive that it would have to be detailed in the Employer's Requirements) the sub-clause makes reference to this data being contained in the Appendix to Tender, the data either being prescribed by the Employer or being inserted by the Tenderer;
(iii) where a sub-clause in the General Conditions deals with a matter on which different contract terms are likely to be applicable for different contracts, the principles applied in writing the sub-clause were:
users would find it more convenient if any provisions which they did not wish to apply could simply be disregarded or deleted, than if additional text had to be written (in the Particular Conditions) because the General Conditions did not cover their requirements;in other cases, where the application of (a) was thought to be inappropriate, the sub-clause contains the provisions which were considered applicable to most contracts.
in other cases, where the application of (a) was thought to be inappropriate, the sub-clause contains the provisions which were considered applicable to most contracts.
Further information on these aspects, example wording for other arrangements, and other explanatory material and example wording to assist in the preparation of the Particular Conditions and the other tender documents, are included within this publication as Guidance for the Preparation of the Particular Conditions. Before incorporating any example wording, it must be checked to ensure that it is wholly suitable for the particular circumstances; if not, it must be amended.
Where example wording is amended, and in all cases where other amendments or additions are made, care must be taken to ensure that no ambiguity is created, either with the General Conditions or between the clauses in the Particular Conditions. It is essential that all these drafting tasks, and the entire preparation of the tender documents, are entrusted to personnel with the relevant expertise, including the contractual, technical and procurement aspects.
This publication concludes with example forms for the Letter of Tender, the Appendix to Tender (providing a check-list of the sub-clauses which refer to it), the Contract Agreement, and alternatives for the Dispute Adjudication Agreement. This Dispute Adjudication Agreement provides text for the agreement between the Employer, the Contractor and the person appointed to act either as sole adjudicator or as a member of a three-person dispute adjudication board; and incorporates (by reference) the terms in the Appendix to the General Conditions.
FIDIC intends to publish guides to the above Conditions of Contract. Another relevant FIDIC publication is "Tendering Procedure", which presents a systematic approach to the selection of tenderers and the obtaining and evaluation of tenders.
In order to clarify the sequence of Contract activities, reference may be made to the charts on the next two pages and to the Sub-Clauses listed below (some Sub-Clause numbers are also stated in the charts). The charts are illustrative and must not be taken into consideration in the interpretation of the Conditions of Contract.
220.127.116.11 & 13.7 Base Date 18.104.22.168 & 8.1 Commencement Date 22.214.171.124 & 4.2 Performance Security 126.96.36.199 & 14.3 Interim Payment Certificate 188.8.131.52 & 8.2 Time for Completion (as extended under 8.4) 184.108.40.206 & 9.1 Tests on Completion 220.127.116.11 & 10.1 Taking-Over Certificate 18.104.22.168 & 12.1 Tests after Completion (if any) 22.214.171.124 & 11.1 Defects Notification Period (as extended under 11.3) 126.96.36.199 & 11.9 Performance Certificate 188.8.131.52 & 14.13 Final Payment Certificate
Under the usual arrangements for these types of contract, the Contractor is responsible for the design and provision, in accordance with the Employer's requirements, of plant and/or building and/or engineering works.
The guidance hereafter is intended to assist writers of the Particular Conditions by giving options for various sub-clauses where appropriate. As far as possible, example wording is included, in italics. In some cases, however, only an aide-memoire is given.
Before incorporating any example wording, it must be checked to ensure that it is wholly suitable for the particular circumstances. Unless it is considered suitable, example wording should not be used without amendment.
Where example wording is amended, and in all cases where other amendments or additions are made, care must be taken to ensure that no ambiguity is created, either with the General Conditions or between the clauses in the Particular Conditions.
In the preparation of the Conditions of Contract to be included in the tender documents for a contract, the following text can be used:
The Conditions of Contract comprise the "General Conditions", which form part of the "Conditions of Contract for Plant and Design-Build" First Edition 1999 published by the Fédération Internationale des Ingénieurs-Conseils (FIDIC), and the following "Particular Conditions", which include amendments and additions to such General Conditions.
1.1 Definitions1.2 Interpretation1.3 Communications1.4 Law and Language1.5 Priority of Documents1.6 Contract Agreement1.7 Assignment1.8 Care and Supply of Documents1.9 Errors in the Employer's Requirements1.10 Employer's Use of Contractor's Documents1.11 Contractor's Use of Employer's Documents1.12 Confidential Details1.13 Compliance with Laws 1.14 Joint and Several Liability
2 THE EMPLOYER
2.1 Right of Access to the Site 2.2 Permits, Licences or Approvals 2.3 Employer's Personnel2.5 Employer's Claim
3 THE ENGINEER
3.1 Engineer's Duties and Authority3.2 Delegation by the Engineer3.3 Instructions of the Engineer3.4 Replacement of the Engineer3.5 Determinations
4 THE CONTACTOR
4.1 Contractor's General Obligations4.2 Performance Security4.3 Contractor's Representative4.4 Subcontractors4.5 Nominated Subcontractors4.6 Co-operation4.7 Setting Out4.8 Safety Procedures4.9 Quality Assurance4.10 Site Data4.11 Sufficiency of the Accepted Contract Amount4.12 Unforeseeable Physical Conditions4.13 Rights of Way and Facilities4.14 Avoidance of Interference4.15 Access Route4.16 Transport of Goods4.17 Contractor's Equipment4.18 Protection of the Environment4.19 Electricity, Water and Gas4.20 Employer's Equipment and Free-Issue Material4.21 Progress Reports4.22 Security of the Site4.23 Contractor's Operations on Site4.24 Fossils
5.1 General Design Obligations5.2 Contractor's Documents5.3 Contractor's Undertaking5.4 Technical Standards and Regulations5.5 Training5.6 As-Built Documents5.7 Operation and Maintenance Manuals5.8 Design Error
6 STAFF AND LABOUR
6.1 Engagement of Staff and Labour6.2 Rates of Wages and Conditions of Labour6.3 Persons in the Service of Others6.4 Labour Laws6.5 Working Hours6.6 Facilities for Staff and Labour 6.7 Health and Safety6.9 Contractor's Personnel6.10 Records of Contractor's Personnel and Equipment6.11 Disorderly Conduct
7 PLANT, MATERIALS AND WORKMANSHIP
7.1 Manner of Execution7.2 Samples7.3 Inspection7.4 Testing7.5 Rejection7.6 Remedial Work7.7 Ownership of Plant and Materials7.8 Royalties
8 COMMENCEMENT, DELAYS AND SUSPENSION
8.1 Commencement of Works8.2 Time for Completion8.3 Programme8.4 Extension of Time for Completion8.5 Delays Caused by Authorities8.6 Rate of Progress8.7 Delay Damages8.8 Suspension of Work8.9 Consequences of Suspension8.10 Payment for Plant and Materials in Event of Suspension8.11 Prolonged Suspension8.12 Resumption of Work
9 TESTS ON COMPLETION
9.1 Contractor's Obligations9.2 Delayed Tests9.3 Retesting9.4 Failure to Pass Tests on Completion
10 EMPLOYER'S TAKING OVER
10.1 Taking Over of the Works and Sections10.2 Taking Over of Parts of the Works10.3 Interference with Tests on Completion10.4 Surfaces Requiring Reinstatement
11 DEFECTS LIABILITY
11.1 Completion of Outstanding Work and Remedying Defects11.2 Cost of Remedying Defects11.3 Extension of Defects Notification Period11.4 Failure to Remedy Defects11.5 Removal of Defective Work11.6 Further Tests11.7 Right of Access11.8 Contractor to Search11.9 Performance Certificate11.10 Unfulfilled Obligations11.11 Clearance of Site
12 TESTS AFTER COMPLETION
12.1 Procedure for Tests after Completion12.2 Delayed Tests12.3 Retesting12.4 Failure to Pass Tests after Completion
13 VARIATIONS AND ADJUSTMENTS
13.1 Right to Vary13.2 Value Engineering13.3 Variation Procedure13.4 Payment in Applicable Currencies13.5 Provisional Sums13.6 Daywork13.7 Adjustments for Changes in Legislation13.8 Adjustments for Changes in Cost
14 CONTRACT PRICE AND PAYMENT
14.1 The Contract Price14.2 Advance Payment14.3 Application for Interim Payment Certificates14.4 Schedule of Payments14.5 Plant and Materials intended for the Works14.6 Issue of Interim Payment Certificates14.7 Payment14.8 Delayed Payment14.9 Payment of Retention Money14.10 Statement at Completion14.11 Application for Final Payment Certificate14.12 Discharge14.13 Issue of Final Payment Certificate14.14 Cessation of Employer's Liability14.15 Currencies of Payment
15 TERMINATION BY EMPLOYER
15.1 Notice to Correct15.2 Termination by Employer15.3 Valuation at Date of Termination15.4 Payment after Termination15.5 Employer's Entitlement to Termination
16 SUSPENSION AND TERMINATION BY CONTRACTOR
16.1 Contractor's Entitlement to Suspend Work16.2 Termination by Contractor16.3 Cessation of Work and Removal of Contractor's Equipment16.4 Payment on Termination
17 RISK AND RESPONSIBILITY
17.1 Indemnities17.2 Contractor's Care of the Works17.3 Employer's Risks17.4 Consequences of Employer's Risks17.5 Intellectual and Industrial Property Rights17.6 Limitation of Liability
18.1 General Requirements for Insurances18.2 Insurance for Works and Contractor's Equipment18.3 Insurance against Injury to Persons and Damage to Property18.4 Insurance for Workers
19 FORCE MAJEURE
19.1 Definition of Force Majeure19.2 Notice of Force Majeure19.3 Time of Notice19.4 Duty to Minimise Delay19.5 Consequences of Force Majeure19.6 Optional Termination, Payment and Release19.7 Release from Performance under the Law
20 CLAIMS, DISPUTES AND ARBITRATION
20.1 Contractor's Claims20.2 Appointment of the Dispute Adjudication Board20.3 Failure to Agree Dispute Adjudication Board20.4 Obtaining Dispute Adjudication Board's Decision20.5 Amicable Settlement20.6 Arbitration20.7 Failure to Comply with Dispute Adjudication Board's Decision20.8 Expiry of Dispute Adjudication Board's Appointment
GENERAL CONDITIONS OF DISPUTE ADJUDICATION AGREEMENT
2. GUIDANCE FOR THE PREPARATION OF THE PARTICULAR CONDITIONS
1 GENERAL PROVISIONS 2 THE EMPLOYER 3 THE ENGINEER 4 THE CONTRACTOR 5 DESIGN 6 STAFF AND LABOUR 7 PLANT, MATERIALS AND WORKMANSHIP 8 COMMENCEMENT. DELAYS ANS SUSPENSION 9 TESTS ON COMPLETION 10 EMPLOYER'S TAKING OVER 11 DEFECTS LIABILITY 12 TESTS AFTER COMPLETION 13 VARIATIONS AND ADJUSTMENTS 14 CONTRACT PRICE AND PAYMENT 15 DEFAULT OF CONTRACTOR 16 DEFAULT OF EMPLOYER 17 RISK AND RESPONSBILITY 18 INSURANCES 19 FORCE MAJEURE 20 CLAIMS, DISPUTES AND ARBITRATION
FORMS OF SECURITIES
Conditions of Contract for Electrical and Mechanical Works (3rd Edition, 1987; Reprinted 1988; Reprinted 2011). The 2011 reprint now also includes the Supplement 1st. Ed. 1997. The preamble has been grouped with the Forms of Tender and Contract Agreement in a third section. Users wishing to incorporate the part 1-General Conditions are invited either to include a printed version of the entire 2011 reprint or to purchase an electronic version, where Part1-General Conditions can be printed as a separate document.
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