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1、General ConditionsGuidance for thePreparation ofParticular ConditionsConditions of Contractfor EPC/Turnkey ProjectsForms of Letter of Tender, Contract Agreement and Dispute Adjudication AgreementFirst Edition 1999ISBN 2-88432-021-0ERRATA to the First Edition, 1999The following significant errata are
2、 corrected in this reprinting of the First Edition of the EPC/Turnkey Contract. Several minor typographical errors and layout irregularities have also been corrected.General ProvisionsPage 36In the title of Sub-Clause 14.2, delete “Advanced” and substitute “Advance”.Page 54In the fifth line of the f
3、ifth paragraph, after “Clause 20.4”, insert the italicised title “Obtaining Dispute Adjudication Boards Decision”. Sub-Clause 20.4: in the fifth line, delete each of the italicised acronyms “DAB” and substitute the italicised “Dispute Adjudication Board”.Page 55In the third paragraph: in the second
4、line, delete the word “the” from the phrase “General Conditions of the Dispute Adjudication Agreement”; and in the sixth line, delete “Member” and substitute “member”.Page 59In sub-paragraph (ii): delete “days” and substitute “days”; and in the third line, delete “an other” and substitute “another”.
5、In the middle of the page, delete “Agreement until each member has been paid” and substitute “Agreement until each of the Members has been paid”.At the end of the next paragraph, after “a decision shall have”, insert “been”.In the last sentence of Clause 6, delete the comma after the phrase “Any suc
6、h notice”.Page 68In the third line of Clause 6, delete the first two words “notice to”.GUIDANCE FOR THE PREPARATION OF PARTICULAR CONDITIONSAnnexesDelete “ FIDIC”.ERRATA to the First Edition 1999inside back coverGeneral ConditionsCONTENTS1GENERAL PROVISIONS11.1Definitions11.2Interpretation41.3Commun
7、ications51.4Law and Language51.5Priority of Documents51.6Contract Agreement51.7Assignment51.8Care and Supply of Documents61.9Confidentiality61.10Employers Use of Contractors Documents61.11Contractors Use of Employers Documents61.12Confidential Details71.13Compliance with Laws71.14Joint and Several L
8、iability72THE EMPLOYER72.1Right of Access to the Site72.2Permits, Licences or Approvals82.3Employers Personnel82.4Employers Financial Arrangements82.5Employers Claims83THE EMPLOYERS ADMINISTRATION93.1The Employers Representative93.2Other Employers Personnel93.3Delegated Persons93.4Instructions103.5D
9、eterminations104THE CONTRACTOR104.1Contractors General Obligations104.2Performance Security114.3Contractors Representative114.4Subcontractors124.5Nominated Subcontractors124.6Co-operation124.7Setting Out134.8Safety Procedures134.9Quality Assurance134.10Site Data134.11Sufficiency of the Contract Pric
10、e144.12Unforeseeable Difficulties144.13Rights of Way and Facilities144.14Avoidance of Interference144.15Access Route144.16Transport of Goods154.17Contractors Equipment154.18Protection of the Environment154.19Electricity, Water and Gas154.20Employers Equipment and Free-Issue Material154.21Progress Re
11、ports164.22Security of the Site174.23Contractors Operations on Site174.24Fossils175DESIGN185.1General Design Obligations185.2Contractors Documents185.3Contractors Undertaking195.4Technical Standards and Regulations195.5Training195.6As-Built Documents205.7Operation and Maintenance Manuals205.8Design
12、Error206STAFF AND LABOUR206.1Engagement of Staff and Labour206.2Rates of Wages and Conditions of Labour206.3Persons in the Service of Others206.4Labour Laws216.5Working Hours216.6Facilities for Staff and Labour216.7Health and Safety216.8Contractors Superintendence216.9Contractors Personnel226.10Reco
13、rds of Contractors Personnel and Equipment226.11Disorderly Conduct227PLANT, MATERIALS AND WORKMANSHIP227.1Manner of Execution227.2Samples227.3Inspection227.4Testing237.5Rejection247.6Remedial Work247.7Ownership of Plant and Materials247.8Royalties248COMMENCEMENT, DELAYS AND SUSPENSION258.1Commenceme
14、nt of Works258.2Time for Completion258.3Programme258.4Extension of Time for Completion268.5Delays Caused by Authorities268.6Rate of Progress268.7Delay Damages278.8Suspension of Work278.9Consequences of Suspension278.10Payment for Plant and Materials in Event of Suspension278.11Prolonged Suspension28
15、8.12Resumption of Work289TESTS ON COMPLETION289.1Contractors Obligations289.2Delayed Tests299.3Retesting299.4Failure to Pass Tests on Completion2910EMPLOYERS TAKING OVER3010.1Taking Over of the Works and Sections3010.2Taking Over of Parts of the Works3010.3Interference with Tests on Completion3011DE
16、FECTS LIABILITY3111.1Completion of Outstanding Work and Remedying Defects3111.2Cost of Remedying Defects3111.3Extension of Defects Notification Period3111.4Failure to Remedy Defects3111.5Removal of Defective Work3211.6Further Tests3211.7Right of Access3211.8Contractor to Search3211.9Performance Cert
17、ificate3211.10Unfulfilled Obligations3311.11Clearance of Site3312TESTS AFTER COMPLETION3312.1Procedure for Tests after Completion3312.2Delayed Tests3412.3Retesting3412.4Failure to Pass Tests after Completion3413VARIATIONS AND ADJUSTMENTS3513.1Right to Vary3513.2Value Engineering3513.3Variation Proce
18、dure3513.4Payment in Applicable Currencies3613.5Provisional Sums3613.6Daywork3613.7Adjustments for Changes in Legislation3713.8Adjustments for Changes in Costs3714CONTRACT PRICE AND PAYMENT3714.1The Contract Price3714.2Advance Payment3814.3Application for Interim Payments3814.4Schedule of Payments39
19、14.5Plant and Materials intended for the Works3914.6Interim Payments3914.7Timing of Payments4014.8Delayed Payment4014.9Payment of Retention Money4014.10Statement at Completion4114.11Application for Final Payment4114.12Discharge4114.13Final Payment4214.14Cessation of Employers Liability4214.15Currenc
20、ies of Payment4215TERMINATION BY EMPLOYER4315.1Notice to Correct4315.2Termination by Employer4315.3Valuation at Date of Termination4415.4Payment after Termination4415.5Employers Entitlement to Termination4416SUSPENSION AND TERMINATION BY CONTRACTOR4416.1Contractors Entitlement to Suspend Work4416.2T
21、ermination by Contractor4516.3Cessation of Work and Removal of Contractors Equipment4516.4Payment on Termination4617RISK AND RESPONSIBILITY4617.1Indemnities4617.2Contractors Care of the Works4617.3Employers Risks4717.4Consequences of Employers Risks4717.5Intellectual and Industrial Property Rights47
22、17.6Limitation of Liability4818INSURANCE4818.1General Requirements for Insurance4818.2Insurance for Works and Contractors Equipment4918.3Insurance against Injury to Persons and Damage to Property5118.4Insurance for Contractors Personnel5119FORCE MAJEURE5119.1Definition of Force Majeure5119.2Notice o
23、f Force Majeure5219.3Duty to Minimise Delay5219.4Consequences of Force Majeure5219.5Force Majeure Affecting Subcontractor5319.6Optional Termination, Payment and Release5319.7Release from Performance under the Law5320CLAIMS, DISPUTES AND ARBITRATION5420.1Contractors Claims5420.2Appointment of the Dis
24、pute Adjudication Board5520.3Failure to Agree Dispute Adjudication Board5620.4Obtaining Dispute Adjudication Boards Decision5620.5Amicable Settlement5720.6Arbitration5720.7Failure to Comply with Dispute Adjudication Boards Decision5720.8Expiry of Dispute Adjudication Boards Appointment58APPENDIX59GE
25、NERAL CONDITIONS OF DISPUTE ADJUDICATION AGREEMENT59INDEX OF SUB-CLAUSESIDefinitions listed alphabetically1.1.3.1Base Date1.1.6.5Laws1.1.3.2Commencement Date1.1.4.5Local Currency1.1.1.1Contract1.1.5.3Materials1.1.1.2Contract Agreement1.1.2.1Party1.1.4.1Contract Price1.1.3.8Performance Certificate1.1
26、.2.3Contractor1.1.1.5Performance Guarantees1.1.6.1Contractors Documents1.1.6.6Performance Security1.1.5.1Contractors Equipment1.1.5.4Permanent Works1.1.2.7Contractors Personnel1.1.5.5Plant1.1.2.5Contractors Representative1.1.4.6Provisional Sum1.1.4.2Cost1.1.4.7Retention Money1.1.6.2Country1.1.1.5Sch
27、edule of Payments1.1.2.9DAB1.1.5.6Section1.1.3.9Day1.1.6.7Site1.1.3.7Defects Notification Period1.1.4.8Statement1.1.2.2Employer1.1.2.8Subcontractor1.1.6.3Employers Equipment1.1.3.5Taking-Over Certificate1.1.2.6Employers Personnel1.1.5.7Temporary Works1.1.2.4Employers Representative1.1.1.4Tender1.1.1
28、.3Employers Requirements1.1.3.6Tests after Completion1.1.2.10FIDIC1.1.3.4Tests on Completion1.1.4.3Final Statement1.1.3.3Time for Completion1.1.6.4Force Majeure1.1.6.8Variation1.1.1.4Foreign Currency1.1.5.8Works1.1.5.2Goods1.1.3.9yearINTRODUCTORY NOTE TO FIRST EDITIONFIDICs Red and Yellow Books (i.e
29、. standard forms of contract for works of civil engineering construction and for electrical and mechanical works) have been in widespread use for several decades, and have been recognised - among other things - for their principles of balanced risk sharing between the Employer and the Contractor. Th
30、ese risk sharing principles have been beneficial for both parties, the Employer signing a contract at a lower price and only having further costs when particular unusual risks actually eventuate, and the Contractor avoiding pricing such risks which are not easy to evaluate. The principles of balance
31、d risk sharing are continued in the new “Construction” and “Plant and Design-Build” Books.During recent years it has been noticed that much of the construction market requires a form of contract where certainty of final price, and often of completion date, are of extreme importance. Employers on suc
32、h turnkey projects are willing to pay more - sometimes considerably more - for their project if they can be more certain that the agreed final price will not be exceeded. Among such projects can be found many projects financed by private funds, where the lenders require greater certainty about a pro
33、jects costs to the Employer than is allowed for under the allocation of risks provided for by FIDICs traditional forms of contracts. Often the construction project (the EPC - Engineer, Procure, Construct - Contract) is only one part of a complicated commercial venture, and financial or other failure
34、 of this construction project will jeopardize the whole venture.For such projects it is necessary for the Contractor to assume responsibility for a wider range of risks than under the traditional Red and Yellow Books. To obtain increased certainty of the final price, the Contractor is often asked to
35、 cover such risks as the occurrence of poor or unexpected ground conditions, and that what is set out in the requirements prepared by the Employer actually will result in the desired objective. If the Contractor is to carry such risks, the Employer obviously must give him the time and opportunity to
36、 obtain and consider all relevant information before the Contractor is asked to sign on a fixed contract price. The Employer must also realize that asking responsible contractors to price such risks will increase the construction cost and result in some projects not being commercially viable.Even un
37、der such contracts the Employer does carry certain risks such as the risks of war, terrorism and the like and the other risks of Force Majeure, and it is always possible, and sometimes advisable, for the Parties to discuss other risk sharing arrangements before entering into the Contract. In the cas
38、e of BOT (Build-Operate-Transfer) type projects, which are normally negotiated as a package, the allocation of risk provided for in the turnkey construction Contract negotiated initially between the Sponsors and the EPC Contractor may need to be adjusted in order to take into account the final alloc
39、ation of all risks between the various contracts forming the total package.Apart from the more recent and rapid development of privately financed projects demanding contract terms ensuring increased certainty of price, time and performance, it has long been apparent that many employers, particularly
40、 in the public sector, in a wide range of countries have demanded similar contract terms, at least for turnkey contracts. They have often irreverently taken the FIDIC Red or Yellow Books and altered the terms so that risks placed on the Employer in the FIDIC Books have been transferred to the Contra
41、ctor, thus effectively removing FIDICs traditional principles of balanced risk sharing. This need of many employers has not gone unnoticed, and FIDIC has considered it better for all parties for this need to be openly recognised and regularised. By providing a standard FIDIC form for use in such con
42、tracts, the Employer does not have to attempt to alter a standard form intended for another risk arrangement, and the Contractor is fully aware of the increased risks he must bear. Clearly the Contractor will rightly increase his tender price to account for such extra risks.This form for EPC/Turnkey
43、 Projects is thus intended to be suitable, not only for EPC Contracts within a BOT or similar type venture, but also for all the many projects, both large and smaller, particularly E & M (Electrical and Mechanical) and other process plant projects, being carried out around the world by all types of
44、employers, often in a civil law environment, where the government departments or private developers wish to implement their project on a fixed-price turnkey basis and with a strictly two party approach.Employers using this form must realise that the “Employers Requirements” which they prepare should
45、 describe the principle and basic design of the plant on a functional basis. The Tenderer should then be permitted and required to verify all relevant information and data and make any necessary investigations. Fie shall also carry out any necessary design and detailing of the specific equipment and plant he is offering, allowing him to offer solutions best suited to his equipment and experience. Therefore the tendering procedure has to permit discussions between the Tenderer and the Employer about technical matters and commercial conditions. All such matters, when agreed,
