资源描述
.FIDIC合同一般规定General Provisions of FIDIC General Provisions of FIDICInternational Advisory Engineer AssociationKeyword：FIDIC，Contract，lawsGeneral ProvisionsDefinitions:In the Conditions of Contract (“these Conditions”), which include Particular Conditions and these General Conditions, the following words and expressions shall have the meaning stated. Words indicating persons or parties include corporation and other legal entities, except where the context requires otherwise.The Contract 1. “Contract” means the Contract Agreement, these Conditions, the Employers Requirement, the Tender, and further document (if any) which are listed in the Contract Agreement.2. “Contract Agreement” means the contract agreement referred to in Sub-Clause 1.6 Contract Agreement, including any annexed memoranda.3. “Employers requirements” means the document entitled employers requirements, as included in the Contract, and any additions and modifications to such document in accordance with the Contract. Such document specifies the purpose, scope, and/or design and/or other technical criteria, for the Works.4. “Tender” means the Contractors signed offer for the Works and all other documents which the Contractor submitted therewith (other than these Conditions and Employers Requirements, if so submitted), as included in the Contract.5. “Performance Guarantees” and “Schedule of payments” mean the documents so named (if any), as included in the Contract.Parties and Persons1. “Party” means the Employer or the Contractor, as the context requires.2. “Employer” means the person named as employer in the Contract Agreement and the legal successors in title to this person.3. “Contractor” means the person(s) named as contractor in the Contract Agreement and the legal successors in title to this person(s).4. “Employers Representative” means the person named by the Employer in the Contract or appointed from time to time by the Employer under Sub-Clause 3.1 the Employers Representative, who acts on behalf of the Employer.5. “Contractors Representative” means the person named by the Contractor in the Contract or appointed from time to time by the Contractor Sub-Clause 4.3 the Contractors Representative, who acts on behalf of the Contractor.6. “Employers Personnel” means the Employers Representative, the assistants referred to in Sub-Clause 3.2 Other Employers Personnel and all other staff, lab our and other employees of the Employer and of the Employers Representative; and any other personnel notified to the Contractor, by the Employer or the Employers Representative, as Employers Personnel.7. “Contractors Personnel” means the Contractors Representative and all personnel whom the Contractor utilizes on Site, who may include the staff, lab our and other employees of the Contractor and of each Subcontractor, and any other personnel assisting the Contractor in the execution of the works.8 “Subcontractor” means any person named in the Contract as a subcontractor, or any person appointed as a subcontractor, for a part of the Works; and the legal successors in title to each of these persons.9. “DAB” means the person or three persons so named in the Contract, or other person(s) appointed under Sub-Clause 20.2 Appointment of the Dispute Adjudication Board or Sub-Clause 20.3 Failure to Agree Dispute Adjudication Board.10. “FIDIC” means the Federation International des Ingenieurs-Conseils, the international federation of consulting engineers.Dates, Test, Periods and Completion1. “Base Date” means the date 28 days prior to the latest date for submission of the Tender.2. “Commencement Date” means the date notified under Sub-Clause 8.1 Commencement of Works, unless otherwise defined in the Contract Agreement.3. “Time for Completion” means the time for completing the Works or a Section (as the case may be) under Sub-Clause 8.2 Time for Completion, as stated in the Particular Conditions (with any extension under Sub-Clause 8.4 Execution of Time for Completion), calculated from the Commencement Date.4.“Tests on Completion” means the tests which are specified in the Contract or agreed by both Parties or instructed as a Variation, and which are carried out under Clause 9 Tests on Completion before the works or a Section (as the case may be) are taken over by the Employer.5. “Taking-Over Certificate” means a certificate issued under Clause 10 Employers Taking Over. 6. “Tests after Completion” means the tests (if any) are specified in theContract and which are carried out under Clause 12 Tests after Completion after the works or a Section (as the case may be) are taken over by the Employer.7. “Defects Notification Period” means the period for notifying defects in the Works or a Section (as the case may be) under Sub-Clause 11.1 Completion of Understanding Works and Remedying Defects, as stated in the Particular Conditions (with any extension under Sub-Clause 11.3 Extension of Defects Notification Period), calculated from the date on which the Works or Section is competed as certified under Sub-Clause 10.1 Taking Over of the Works and Sections. If no such period is stated in the Particular Conditions, the period shall be one year.8. “Performance Certificate” means the certificate issued under Sub-Clause 11.9 Performance Certificate.9. “Day” means a calendar day and “year” means 365 days.Money and Payments1.“Contract Price” means the agreed amount stated in the Contract Agreement for the design, execution and completion of the Works and the remedying of any defects, and includes adjustment (if any) in accordance with the contract.2. “Cost” means all expenditure reasonably incurred (or to be incurred) by the Contractor, whether on or off the Site, including overhead and similar charges, but does not include profit.3. “Final Statement” means the statement defined in Sub-Clause 14.11Application for Final Payment.4. “Foreign Currency” means a currency in which part (or all) of the Contract Price is payable, but not the Local Currency.5. “Local Currency” means the currency of the Country.6. “Provisional Sum” means a sum (if any) which is specified in the Contract as a provisional sum, for the execution of any part of the Works or for the supply of Plant, Material or services under Sub-Clause 13.5 Provisional Sums.7. “Retention Money” means the accumulated retention moneys which the Employer retains under Sub-Clause 14.3 Application for Interim Payments and pays under Sub-Clause 14.9 Payment of Retention Money.8. “Statement” means a statement submitted by the Contractor as part of an application for payment under Clause 14 Contract Price and Payment.Works and Goods1. “Contractors Equipment” means all apparatus, machinery, vehicles and other things required for the execution and completion of the Works and remedying of any defects. However, Contractors Equipment excludes Temporary Works, Employers Equipment (if any), Plant, Materials and any other things intended to form or forming part of the Permanent Works.2. “Goods” means Contractors Equipment, Materials, Plant and Temporary Works, or any of them as appropriate.3. “Materials” means things of all kinds (other than Plant) intended to form or forming part of the Permanent Works, including the supply-only materials (if any) to be supplied by the Contractor under the Contract.4. “Permanent Works” means the permanent works to be designed and executed by the Contractor under the Contract.5. “Plant “means the apparatus, machinery and vehicles intended to form or forming part of the Permanent Works.6. “Section” means a part of the Works specified in the Particular Conditions as a Section (if any).7. “Temporary Works” means all temporary works of every kind (other than Contractors Equipment) required on Site for the execution and completion of the Permanent Works and the remedying of any defects.8. “Works” means the Permanent Works and the Temporary Works, or either of them as appropriate.Other Definitions1. “Contractors Documents” means the calculations, computer programs and other software, drawings, manuals, models and other documents of a technical nature supplied by the Contractor under the Contract; as described in Sub-Clause 5.2 Contractors Documents.2. “Country” means the country in which the Site (or most of it) is located, where the Permanent Works are to be executed.3. “Employers Equipment” means the apparatus, machinery and vehicles (if any) made available by the Employer for the use of the Contractor in the execution of the Works, as stated in the Employers Requirements; but does not include Plant which has not been taken over by the Employer.4. “Fore Majeure” is defined in Clause 19 Fore Majeure.5. “Laws” means all national (or state) legislation, statutes, ordinances and other laws, and regulations and by-laws of any legally constituted public authority.6. “Performance Security” means the security (or securities, if any) under Sub-Clause 4.2 Performance Security.7. “Site” means the places where the Permanent Works are to be executed and to which Plant and Materials are to be delivered, and any other places as may be specified in the Contract as forming part of the Site.8. “Variation” means any change to the Employers Requirements or the Works, which is instructed or approved as a variation under Clause 13 Variation and Adjustment.InterpretationIn the Contract, except where the context requires otherwise:(a) Words indicating one gender include all genders;(b) Words indicating the singular also include the plural and words indicating the plural and words indicating the plural also include the singular.(c) Provisions including the word “agree”, ”agreed” or “agreement” require the agreement to be recorded in writing, and(d) “Written” or “in writing” means hand-written, type-written, printed or electronically made, and resulting in a permanent record.The marginal words and other headings shall not be taken into consideration in the interpretation of these Conditions.CommunicationsWherever these Conditions provide for the giving or issuing of approvals, certificates, consents, determinations, notices and requests, these communications shall be:(a) In writing and delivered by hand(against receipt), sent by mail or courier, or transmitted using any of agreed systems of electronic transmission as stated in the Particular Conditions; and(b) Delivered, sent or transmitted to the address for the recipients communications as stated in the Contract. However:(i) If the recipient gives notice of another address, communications shall thereafter be delivered accordingly; and(ii) If the recipient has not stated otherwise when requesting an approval or consent, it may be sent to the address from which the request was issued.Approval, certificates, consents and determinations shall not be unreasonably withheld or delayed. Law and LanguageThe Contract shall be governed by the law of the country (or other jurisdiction) stated in the Particular Conditions.If there are versions of any part of the Contract which are written in more than one language, the version which is in the ruling language stated in the Particular Conditions shall prevail.The language for communications shall be that stated in the Particular Conditions. If no language is stated there, the language for communications shall be the language in which the Contract (or most of it) is written. Priority of DocumentThe documents forming the Contract are to be taken as mutually explanatory of one another. For the purposes of interpretation, the priority of the documents shall be in accordance with the following sequence:(a) the Contract Agreement;(b) the Particular Conditions;(c) these General Conditions;(d) the Employers Requirements;(e) the Tender and other documents forming part of the Contract . Contract AgreementThe Contract shall come into full force and effect on the date stated in the Contract Agreement. The costs of stamp duties and similar charges (if any) imposed by law in connection with entry into the Contract Agreement shall be borne by the Employer.AssignmentNeither Party shall assign the whole or any part of the Contract or any benefit or interest in or under the Contract. However, either Party:(a) May assign the whole or any part with the prior agreement of the other Party, at the sole discretion of such other Party, and(b) May, as security in favor of a bank or financial institution, assign its right to any moneys due, or to become due, under the Contract.Care and Supply of DocumentEach of the Contractors Documents shall be in the custody and care of the Contractor, unless and until taken over by the Employer. Unless otherwise stated in the Contract, the Contractor shall supply to the Employer six copies of each of the Contractors Documents.The Contractor shall keep, on the Site, a copy of the Contract, publications named in the Employers requirements, the Contractors Documents, and Variations and other communications given under the Contract. The Employers Personnel shall have the right of access to all these documents at all reasonable times. If a Party becomes aware of an error or defect of a technical nature in a document which was prepared for use in executing the Works, the Party shall promptly give notice to the other Party of such error or defect. ConfidentialityBoth Parties shall treat the details of the Contract as private and confidential, except to the extent necessary to carry out obligations under it or to comply with applicable Laws. The Contractor shall not publish, permit to be punished, or disclose any particulars of the Works in any trade or technical paper or elsewhere without the previous agreement of the Employer. Employers Use of Contractors DocumentsAs between the Parties, the Contractor shall retain the copyright and other intellectual property rights in the Contractors Documents and other design documents made by(or on behalf of) the Contractor.The Contractor shall be deemed (by signing the Contract) to give to the Employer a non-terminable transferable non-exclusive royalty-free license to copy, use and communicate the Contractors Documents, including making and using modifications of them. This license shall:(a) Apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the Works,(b)Entitle any person in proper possession of the relevant part of the Works to copy, use and communicate the Contractors Documents for the purposes of completing, operating, maintaining, altering, adjusting, repairing and demolishing the Works, and(c)In the case of Contractors Documents which are in the form of computer programs and other software, permit their use on any computer on the Site and other places as envisaged by the Contract, including replacements of any computers supplied by the Contractor.The Contractors Documents and other design documents made by (or on behalf of) the Contractor shall not, without the Contractors consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause. Contractors Use of Employers DocumentsAs between the Parties, the Employer shall retain the copyright and other intellectual property rights in the Employers Requirements and other documents made by (or on behalf of) the Employer. The Contractor may, at his cost, copy, use, and obtain communication of these documents for the purposes of the Contract.They shall not, without the Employers consent, be copied, used or communicated to a third party by the Contractor, except as necessary for the purposes of the Contract. Confidential DetailsThe Contractor shall not be required to disclose, to the Employer, any information which the Contractor described in the Tender as being confidential. The Contractor shall disclose any other information which the Employer may reasonably require in order to verify the Contractors compliance with the Contract.Compliance with LawsThe Contractor shall, in performing the Contract, comply with applicable Laws. Unless otherwise stated in the Particular Conditions:(a)the Employer shall have obtained (or shall obtain) the planning, zoning or similar permission for the Permanent Works, and any other permissions described in the Employers Requirements as having been (or being) obtained by the Employer; and the Employer shall indemnify and hold the Contractor harmless against and from the consequences of any failure to do so; and(b)the Contractor shall give all notices, pay all taxes, duties and fees, and obtain all permits, licensees and approvals, as required by the Laws in relation to the design, execution and completion of the Works and remedying of any defects; and the Contractor shall indemnify and hold the Employer harmless against and from the consequences of any failure to do so.Joint and Several LiabilitiesIf the Contractor constitutes (under applicable Laws) a joint venture, consortium or other unincorporated grouping of two or more persons:(a) These persons shall be deemed to be jointly and severally liable to the Employer for the performance of the Contract;(b) These persons shall notify the Employer of their leader who shall have authority to bind the Contractor and each of these persons; and(c) The Contractor shall not alter its composition or legal status without the prior consent of the Employer. 23.FIDIC合同一般规定国际咨询工程师协会关键词：FIDIC，合同，法律一般规定定义:在合同条件（“本条件”），包括专用条件和通用条件中，下列词语和措辞应具有以下所述的含义。除上下文另有要求外，文中人员或当事各方等词语，包括公司和其他合法实体。合同1.“合同”系指合同协议书、本条件、雇主要求、投标书和合同协议书列出的其他文件（如果有）。2.“合同协议书”系指第1.6款合同协议书中所述的合同协议书及所附各项备忘录。3.“雇主要求”系指合同中包括的，题为雇主要求的文件，其中列明工程的目标、范围、和（或）设计和（或）其他技术标准，以及按合同对此项文件所作的任何补充和修改。4.“投标书”系指包含在合同中的由承包商提交的为完成工程签署的报价，以及随同提交的所有其他文件（本条件和雇主要求除外，如同时提交）。5.“履约保证”和“付款计划表”系指合同中包括的具有上述名称的文件（如果有）。各方和人员1.“当事方（或一方）”根据上下文需要，或指雇主，或指承包商。2.“雇主”系指在合同协议书中被称为雇主的当事人及其财产所有权的合法继承人。3.“承包商”系指合同协议书中被称为承包商的当事人及其财产所有权的合法继承人。4.“雇主代表”系指由雇主在合同中指名的人员，或有时由雇主根据第3.1款雇主代表的人员的规定任命为其代表的人员。5.“承包商代表”系指由承包商在合同中指名的人员，或有时由承包商根据第4.3款承包商代表的规定任命为其代表的人员。6.“雇主人员”系指雇主代表、第3.2款其他雇主人员中提到的助手、以及雇主和雇主代表的所有其他职员、工人和其他雇员，以及雇主或雇主代表通知承包商作为雇主人员的任何其他人员。7.“承包商人员”系指承包商代表和承包商在现场聘用的所有人员，包括承包商和每个分包商的职员、工人和其他雇员，以及所有其他帮助承包商实施工程的人员。8.“分包商”系指为完成部分工程，在合同中指名为分包商、或被任命为分包商的任何人员，以及这些人员财产所有权的合法继承人。9.“DAB（争端裁决委员会）”系指在合同中如此指名的一名或三名人员，或根据第20.2款争端裁决委员会的任命或第20.3款对争端裁决委员会未能取得一致的规定任命的其他人员。10.“菲迪克（FIDIC）”系指国际咨询工程师联合会。日期、试验、期限和竣工1.“基准日期”系指递交投标书截止前28天的日期。2.“开工日期”系指根据第8.1款工程的开工的规定通知的日期，合同协议书中另有规定的除外。3.“竣工时间”系指专用条件中规定的，自开工日期算起，至工程或某分项工程（视情况而定）根据第8.2款竣工时间规定的要求竣工（连同根据第8.4款竣工时间的延长的规定提出的任何延长期）的全部时间。4.“竣工试验”系指在合同中规定或双方商定的，或按指示作为一项变更的，在工程或某分项工程（视情况而定）被雇主接收前，根据第9条竣工试验的要求，进行的试验。5.“接收证书”系指根据第10条雇主接收的规定颁发的证书。6.“竣工后试验”系指在合同中规定的，在工程或某分项工程（视情况而定）被雇主接收后，根据第12条竣工后试验的要求，进行的试验（如果有）。7.“缺陷通知期限”系指专用条件中规定的，自工程或某分项工程（视情况而定）根据第10.1款工程和分项工程的接收的规定证明的竣工日期算起，至根据第11.1款完成扫尾工作和修补缺陷的规定通知工程或分项工程存在缺陷的期限（连同根据第11.3款缺陷通知期限的延长的规定提出的任何延长期）。如果专用条件中没有提出这一期限，该期限应为一年。8.“履约证书”系指根据第11.9款履约证书的规定颁发的证书。9.“日（天）”系指一个日历日，“年”系指365天。款项与付款1.“合同价格”系指在合同协议书中写明的、经商定的工程设计、施工、竣工和缺陷修补的款额，包括以及按照合同做出的调整（如果有）。2.“成本（费用）”系指承包商在现场内外所发生（或将发生）的所有合理开支，包括管理费用及类似的支出，但不包括利润。3.“最终报表”系指第14.11款最终付款的申请规定的报表。4.“外币”系指可用于支付合同价格中部分（或全部）款项的当地货币以外的某种货币。5.“当地货币”系指工程所在国的货币。6.“暂列金额”系指合同中规定作为暂列金额的一笔款额（如果有），根据第13.5款暂列金额的规定，用于工程某一部分的实施，或用于提供生产设备、材料或服务。7.“保留金”系指雇主根据第14.3款期中付款的申请的规定扣留的保留金累计金额，根据第14.9款保留金的支付的规定进行支付。8.“报表”系指承包商根据第14条合同价格和付款的规定提交的作为付款申请的组成部分的报表。工程和货物1.“承包商设备”系指为实施和完成工程、以及修补任何缺陷需要的所有仪器、机械、车辆和其他物品.但承包商设备不包括临时工程、雇主设备（如果有）、以及拟构成或正构成永久工程一部分的生产设备、材料和其他任何物品。2.“货物”系指承包商设备、材料、生产设备和临时工程，或视情况其中任何一种。3.“材料”系指拟构成或正构成永久工程一部分的各类
展开阅读全文