设计采购施工合同条件银皮书英文版

0 CONTENTS 1 GENERAL PROVISIONS 1 1 1 DEFINITIONS 1 1 2 INTERPRETATION 6 1 3 COMMUNICATIONS 6 1 4 LAW AND LANGUAGE 7 1 5 PRIORITY OF DOCUMENTS 7 1 6 CONTRACT AGREEMENT 8 1 7 ASSIGNMENT 8 1 8 CARE AND SUPPLY OF DOCUMENTS 8 1 9 CONFIDENTIALITY 8 1 10 EMPLOYER S USE OF CONTRACTOR S DOCUMENTS 9 1 11 CONTRACTOR S USE OF EMPLOYER S DOCUMENTS 9 1 12 CONFIDENTIAL DETAILS 10 1 13 COMPLIANCE WITH LAWS 10 1 14 JOINT AND SEVERAL LIABILITY 10 2 THE EMPLOYER 11 2 1 RIGHT OF ACCESS TO THE SITE 11 2 2 PERMITS LICENCES OR APPROVES 11 2 3 EMPLOYER S PERSONNEL 12 2 4 EMPLOYER S FINANCIAL ARRANGEMENTS 12 2 5 EMPLOYER S CLAIMS 12 3 THE EMPLOYER S ADMINISTRATION 13 3 1 THE EMPLOYER S REPRESENTATIVE 13 3 2 THE EMPLOYER S PERSONNEL 14 3 3 DELEGATED PERSONS 14 3 4 INSTRUCTIONS 15 3 5 DETERMINATIONS 15 4 THE CONTRACTOR 15 4 1 THE CONTRACTOR S GENERAL OBLIGATIONS 15 4 2 PERFORMANCE SECURITY 16 1 4 3 CONTRACTOR S REPRESENTATIVE 17 4 4SUBCONTRACTORS 18 4 5 NOMINATED SUBCONTRACTORS 18 4 6 CO OPERATION 19 4 7 SETTING OUT 19 4 8 SAFETY PROCEDURES 20 4 9 QUALITY ASSURANCE 20 4 10 SITE DATA 20 4 11 SUFFCIENCY OF THE CONTRACT PRICE 21 4 12 UNFORESEEABLE DIFFICULTIES 21 4 13 RIGHTS OF WAY AND FACILITIES 21 4 14 AVOIDANCE OF INTERFERENCE 21 4 15 ACCESS ROUTE 22 4 16 TRANSPORT OF GOODS 22 4 17 CONTRACTOR S EQUIPMENT 23 4 18 PROTECTION OF THE ENVIRONMENT 23 4 19 ELECTRICITY WATER AND GAS 23 4 20 EMPLOYER S EQUIPMENT AND FREE ISSUE MATERIAL 24 4 21 PROGRESS REPORTS 24 4 22 SECURITY OF THE SITE 26 4 23 CONTRACTOR S OPERATIONS ON SITE 26 4 24 FOSSILS 26 5 DESIGN 27 5 1 GENERAL DESIGN OBLIGATIONS 27 5 2 CONTRACTOR S DOCUMENTS 28 5 3 CONTRACTOR S UNDERTAKING 29 5 4 TECHNICAL STANDARDS AND REGULATIONS 29 5 5 TRAINING 30 5 6 AS BUILT DOCUMENTS 30 5 7 OPERATION AND MAINTENANCE MANUALS 31 5 8 DESIGN ERROR 31 6 STAFF AND LABOUR 31 2 6 1 ENGAGEMENT OF STAFF AND LABOUR 31 6 2 RATES OF WAGES AND CONDITIONS OF LABOUR 31 6 3 PERSONS IN THE SERVICE OF EMPLOYER 32 6 4 LABOUR LAWS 32 6 5 WORKING HOURS 32 6 6 FACILITIES FOR STAFF AND LABOUR 32 6 7 HEALTH AND SAFETY 32 6 8CONTRACTOR S SUPERINTENDENCE 33 6 9CONTRACTOR S PERSONNEL 33 6 10 RECORDS OF CONTRACTOR S PERSONNEL AND EQUIPMENT 34 6 11 DISORDERLY CONDUCT 34 7 PLANT MATERIALS AND WORKMANSHIP 34 7 1 MANNER OF EXECUTION 34 7 2 SAMPLES 34 7 3 INSPECTION 35 7 4 TESTING 35 7 5 REJECTION 36 7 6 REMEDIAL WORK 37 7 7 OWNERSHIP OF PLANT AND MATERIALS 37 7 8 ROYALTIES 38 8 COMMENCEMENT DELAYS AND SUSPENSION 38 8 1 COMMENCEMENT OF WORKS 38 8 2 TIME FOR COMPLETION 38 8 3 PROGRAMME 38 8 4 EXTENSION OF TIME FOR COMPLETION 39 8 5 DELAYS CAUSED BY AUTHORITIES 40 8 6 RATE OF PROGRESS 40 8 7 DELAY DAMAGES 41 8 8 SUSPENSION OF WORK 41 8 9 CONSEQUENCES OF SUSPENSION 42 8 10 PAYMENT FOR PLANT AND MATERIALS IN EVENT OF SUSPENSION 42 8 11 PROLONGED SUSPENSION 43 3 8 12 RESUMPTION OF WORK 43 9 TESTS ON COMPLETION 43 9 1 CONTRACTOR S OBLIGATIONS 43 9 2 DELAYED TESTS 44 9 3 RETESTING 45 9 4 FAILURE TO PASS TESTS ON COMPLETION 45 10 EMPLOYER S TAKING OVER 45 10 1 TAKING OVER OF THE WORKS AND SECTIONS 45 10 2 TAKING OVER OF PARTS OF THE WORKS 46 10 3 INTERFERENCE WITH TESTS ON COMPLETION 46 11 DEFECTS LIABILITY 47 11 1 COMPLETION OF OUTSTANDING WORK AND REMEDYING DEFECTS 47 11 2 COST OF REMEDYING DEFECTS 48 11 3 EXTENSION OF DEFECTS NOTIFICATION PERIOD 48 11 4 FAILURE TO REMEDY DEFECTS 48 11 5 REMOVAL OF DEFECTIVE WORK 49 11 6 FURTHER TESTS 49 11 7 RIGHT OF ACCESS 50 11 8 CONTRACTOR TO SEARCH 50 11 9 PERFORMANCE CERTIFICATE 50 11 10 UNFULFILLED OBLIGATIONS 51 11 11 CLEARANCE OF SITE 51 12 TESTS AFTER COMPLETION 51 12 1 PROCEDURE FOR TESTS AFTER COMPLETION 51 12 2 DELAYED TESTS 52 12 3 RETESTING 52 12 4 FAILURE TO PASS TESTS AFTER COMPLETION 53 13 VARIATIONS AND ADJUSTMENTS 54 13 1 RIGHT TO VARY 54 13 2 VALUE ENGINEERING 54 13 3 VARIATION PROCEDURE 54 4 13 4 PAYMENT IN APPLICABLE CURRENCIES 55 13 5 PROVISIONAL SUMS 55 13 6 DAYWORK 56 13 7 ADJUSTMENTS FOR CHANGES IN LEGISLATION 56 13 8 ADJUSTMENTS FOR CHANGES IN COST 57 14 CONTRACT PRICE AND PAYMENT 57 14 1 THE CONTRACT PRICE 57 14 2 ADVANCE PAYMENT 58 14 3 APPLICATION FOR INTERIM PAYMENTS 59 14 4 SCHEDULE OF PAYMENTS 60 14 5 PLANT AND MATERIALS INTENDED FOR THE WORKS 60 14 6 INTERIM PAYMENTS 61 14 7 TIMING OF PAYMENTS 61 14 8 DELAYED PAYMENT 62 14 9 PAYMENT OF RETENTION MONEY 62 14 10 STATEMENT AT COMPLETION 63 14 11 APPLICATION FOR FINAL PAYMENT 63 14 12 DISCHARGE 64 14 13 FINAL PAYMENT 64 14 14 CESSATION OF EMPLOYER S LIABILITY 64 14 15 CURRENCIES OF PAYMENT 65 15 TERMINATION BY EMPLOYER 66 15 1 NOTICE TO CORRECT 66 15 2 TERMINATION BY EMPLOYER 66 15 3 VALUATION AT DATE OF TERMINATION 68 15 4 PAYMENT AFTER TERMINATION 68 15 5 EMPLOYER S ENTITLEMENT TO TERMINATION 68 16 SUSPENSION AND TERMINATION BY CONTRACTOR 69 16 1 CONTRACTOR S ENTITLEMENT TO SUSPEND WORK 69 16 2 TERMINATION BY CONTRACTOR 69 16 3 CESSATION OF WORK AND REMOVAL OF CONTRACTOR S EQUIPMENT 70 16 4 PAYMENT ON TERMINATION 71 5 17 RISK AND RESPONSIBILITY 71 17 1 INDEMNITIES 71 17 2 CONTRACTOR S CARE OF THE WORKS 72 17 3 EMPLOYER S RISKS 73 17 4 CONSEQUENCE OF EMPLOYER S RISKS 73 17 5 INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS 74 17 6 LIMITATION OF LIABILITY 75 18 INSURANCE 75 18 1 GENERAL REQUIREMENTS FOR INSURANCES 75 18 2 INSURANCE FOR WORKS AND CONTRACTOR S EQUIPMENT 77 18 3 INSURANCE AGAINST INJURY TO PERSONS AND DAMAGE TO PROPERTY 79 18 4 INSURANCE FOR CONTRACTOR S PERSONNEL 80 19 FORCE MAJEURE 80 19 1 DEFINITION OF FORCE MAJEURE 80 19 2 NOTICE OF FORCE MAJEURE 81 19 3 DUTY TO MINIMISE DELAY 81 19 4 CONSEQUENCES OF FORCE MAJEURE 82 19 5 FORCE MAJEURE AFFECTING SUBCONTRACTOR 82 19 6 OPTIONAL TERMINATION PAYMENT AND RELEASE 82 19 7 RELEASE FROM PERFORMANCE UNDER THE LAW 83 20 CLAIMS DISPUTES AND ARBITRATION 84 20 1 CONTRACTOR S CLAIMS 84 20 2 APPOINTMENT OF THE DISPUTE ADJUDICATION BOARD 86 20 3 FAILURE TO AGREEMENT DISPUTE ADJUDICATION BOARD 87 20 4 OBTAINING DISPUTE ADJUDICATION BOARD S DECISION 87 20 5 AMICABLE SETTLEMENT 89 20 6 ARBITRATION 89 20 7 FAILURE TO COMPLY WITH DISPUTE ADJUDICATION BOARD S DECISION 90 20 8 EXPIRY OF DISPUTE ADJUDICATION BOARD S APPOINTMENT 90 1 1 General Provisions 1 1 Definitions 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 1 1 1 The Contract 1 1 1 1 Contract means the Contract Agreement these Conditions the Employer s Requirement the Tender and further document if any which are listed in the Contract Agreement 1 1 1 2 Contract Agreement means the contract agreement referred to in Sub Clause 1 6 Contract Agreement including any annexed memoranda 1 1 1 3 Employer s requirements means the document entitled employer s 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 1 1 1 4 Tender means the Contractor s signed offer for the Works and all other documents which the Contractor submitted therewith other than these Conditions and Employer s Requirements if so submitted as included in the Contract 1 1 1 5 Performance Guarantees and Schedule of payments mean the documents so named if any as included in the Contract 1 1 2 Parties and Persons 1 1 2 1 Party means the Employer or the Contractor as the context requires 1 1 2 2 Employer means the person named as employer in the Contract Agreement and the legal successors in title to this person 2 1 1 2 3 Contractor means the person s named as contractor in the Contract Agreement and the legal successors in title to this person s 1 1 2 4 Employer s 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 Employer s Representative who acts on behalf of the Employer 1 1 2 5 Contractor s 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 Contractor s Representative who acts on behalf of the Contractor 1 1 2 6 Employer s Personnel means the Employer s Representative the assistants referred to in Sub Clause 3 2 Other Employer s Personnel and all other staff labour and other employees of the Employer and of the Employer s Representative and any other personnel notified to the Contractor by the Employer or the Employer s Representative as Employer s Personnel 1 1 2 7 Contractor s Personnel means the Contractor s Representative and all personnel whom the Contractor utilizes on Site who may include the staff labour and other employees of the Contractor and of each Subcontractor and any other personnel assisting the Contractor in the execution of the works 1 1 2 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 1 1 2 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 1 1 2 10 FIDIC means the Federation International des Ingenieurs Conseils the international federation of consulting engineers 1 1 3 Dates Test Periods and Completion 3 1 1 3 1 Base Date means the date 28 days prior to the latest date for submission of the Tender 1 1 3 2 Commencement Date means the date notified under Sub Clause 8 1 Commencement of Works unless otherwise defined in the Contract Agreement 1 1 3 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 1 1 3 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 1 1 3 5 Taking Over Certificate means a certificate issued under Clause 10 Employer s Taking Over 1 1 3 6 Tests after Completion means the tests if any are specified in the Contract 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 1 1 3 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 1 1 3 8 Performance Certificate means the certificate issued under Sub Clause 11 9 Performance Certificate 1 1 3 9 day means a calendar day and year means 365 days 4 1 1 4 Money and Payments 1 1 4 1 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 1 1 4 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 1 1 4 3 Final Statement means the statement defined in Sub Clause 14 11 Application for Final Payment 1 1 4 4 Foreign Currency means a currency in which part or all of the Contract Price is payable but not the Local Currency 1 1 4 5 Local Currency means the currency of the Country 1 1 4 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 1 1 4 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 1 1 4 8 Statement means a statement submitted by the Contractor as part of an application for payment under Clause 14 Contract Price and Payment 1 1 5 Works and Goods 1 1 5 1 Contractor s Equipment means all apparatus machinery vehicles and other things required for the execution and completion of the Works and remedying of any defects However Contractor s Equipment excludes Temporary Works Employer s Equipment if any Plant Materials and any other things intended to form or forming part of the Permanent Works 1 1 5 2 Goods means Contractor s Equipment Materials Plant and 5 Temporary Works or any of them as appropriate 1 1 5 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 1 1 5 4 Permanent Works means the permanent works to be designed and executed by the Contractor under the Contract 1 1 5 5 Plant means the apparatus machinery and vehicles intended to form or forming part of the Permanent Works 1 1 5 6 Section means a part of the Works specified in the Particular Conditions as a Section if any 1 1 5 7 Temporary Works means all temporary works of every kind other than Contractor s Equipment required on Site for the execution and completion of the Permanent Works and the remedying of any defects 1 1 5 8 Works means the Permanent Works and the Temporary Works or either of them as appropriate 1 1 6 Other Definitions 1 1 6 1 Contractor s 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 Contractor s Documents 1 1 6 2 Country means the country in which the Site or most of it is located where the Permanent Works are to be executed 1 1 6 3 Employer s 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 Employer s Requirements but does not include Plant which has not been taken over by the Employer 1 1 6 4 Fore Majeure is defined in Clause 19 Fore Majeure 1 1 6 5 Laws means all national or state legislation statutes ordinances and other laws and regulations and by laws of 6 any legally constituted public authority 1 1 6 6 Performance Security means the security or securities if any under Sub Clause 4 2 Performance Security 1 1 6 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 1 1 6 8 Variation means any change to the Employer s Requirements or the Works which is instructed or approved as a variation under Clause 13 Variation and Adjustment 1 2 Interpretation In 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 1 3 Communications Wherever 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 7 b delivered sent or transmitted to the address for the recipient s 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 1 4 Law and Language The 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 1 5 Priority of Document The 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 Employer s Requirements e the Tender and other documents forming part of the Contract 8 1 6 Contract Agreement The 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 1 7 Assignment Neither 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 1 8 Care and Supply of Document Each of the Contractor s 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 Contractor s Documents The Contractor shall keep on the Site a copy of the Contract publications named in the Employer s requirements the Contractor s Documents and Variations and other communications given under the Contract The Employer s 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 1 9 Confidentiality Both 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 9 1 10 Employer s Use of Contractor s Documents As between the Parties the Contractor shall retain the copyright and other intellectual property rights in the Contractor s 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