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1、General ConditionsGeneral Conditions1.1DefinitionsIn the Conditions of Contract (“ These Conditions ” ), which include ParticularConditions and these General Conditions, the following words and expressions shall have the meanings stated. Words indicating persons or parties include corporations and o
2、ther legal entities, except where the context requires otherwise.1.1.1The Contract1.1.1.1“Contract ” means the Contract Agreement, these Conditions, Employer s Requirements, the Tender and the further documents (if any) which are listed in the Contract Agreement.1.1.1.2“ Contract Agreement ” means t
3、he 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 employersrequirements, as included in the Contract, and any additions and modifications to such document in accordance with the Contra
4、ct. 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 the Employer s Requiremen
5、ts, 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.1.1.2Parties and Persons1.1.2.1“ Party ” means the Employer or the Contractor, as the context requires.1.1.2.2“Employer ” m
6、eans the person named as employer in the Contract Agreement and the legal successors in title to this person.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 perso
7、n 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.1.1.2.51.1.2.61.1.2.71.1.2.81.1.2.91.1.2.101.1.31.1.3.11.1.3.21.1.3.31.1.3.4“ Contractor s Representative ” means the person n
8、amed by the Contractor in the Contract or appointed from time to time by the Contractor under Sub-Clause 4.3 Contractor s Representative, who acts on behalf of the Contractor.“Employer s Personnel ” means the Employer s Representative, the assistants referred to in the Sub-Clause 3.2 Other Employer
9、s Personneland 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.“Contractor s Personnel ” means the Contractor s Representativ
10、e 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.“ Subcontractor ” means any person named in the Contract as a su
11、bcontractor, or any person appointed as a subcontractor, for a partof the Works, and the legal successors in title to each of these persons.“ 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 Bo
12、ard or Sub-Clause 20.3 Failure to Agree Dispute Adjudication Board.“ FIDIC ” means the Federation Internationale des Ingenieurs-Conseils,the International federation pf consulting engineers.Dates, Tests, Periods and Completion“ Base Date ” means the date 28 days prior to the latest date for submissi
13、on of the Tender.“Commencement Date ” means the date notified under Sub-Clause 8.1 Commencement of Works, unless otherwise defined in the Contract Agreement.“ 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
14、stated in the Particular Conditions (with any extension under Sub-Clause 8.4 Extension of Time for Completion, calculated from the Commencement Date.“ 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 carri
15、ed out under Clause 9 Tests on Completion before the Works or a Section (as the case may be) are taken over by the Employer.1.1.3.51.1.3.61.1.3.71.1.3.81.1.3.91.1.41.1.4.11.1.4.21.1.4.31.1.4.41.1.4.51.1.4.61.1.4.71.1.4.8“ Taking-Over Certificate” means a certificate issued under Clause 10Employer s
16、Taking Over.“ Tests after Completion ” means the tests (ifany) which are specifiedin 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.“ Defects Notification Period” means the period for noti
17、fying defectsin the Works or a Section ( as the case may be) under Sub-Clause 11.1 Completion of Outstanding Work 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 W
18、orks or Section is completed 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.“ Performance Certificate ” means the certificate issued under Sub-Clause 11.9 Performance Certificate.“day ”
19、means a calendar day and“year ” means 365 days.Money and Payments“ Contract Price ” means the agreed amount stated in the Contract Agreement for the design, execution and completion of the Works and remedying of any defects, and included adjustments (if any) in accordance with the Contract.“ Cost ”
20、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.“ Final Statement ” means the statement defined in Sub-Clause 14.11 Application for Final Payment.“ Foreign Currency ” mean
21、s a currency in which part of (or all) of theContract Price is payable, but not the Local Currency.“ Local Currency ” means the currency of the Country.“ 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 t
22、he supply of plant, Materials or services under Sub-Clause 13.5 Provisional Sum.“ 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.“ Statement ” means a
23、 statement submitted by the Contractor as part ofan applicatio0n for payment under Clause 14 Contract Price and Payment.1.1.51.1.5.11.1.5.21.1.5.31.1.5.41.1.5.51.1.5.61.1.5.71.1.5.81.1.61.1.6.11.1.6.21.1.6.31.1.6.41.1.6.5Works and Goods“Contractor s Equipment ” means all apparatus, machinery, vehicl
24、es and other things required for the execution and completion of the Works and the 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.“Goods”
25、means Contractor s Equipment, Materials, Plant and Temporary Works, or any of them as appropriate.“ 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 th
26、e Contract.“Permanent Works” means the permanent works to be designed and executed by the Contractor under the Contract.“ Plant ” means the apparatus, machinery and vehicles intended to formor forming part of the Permanent Works.“ Section ” means a part of the Works specified in the Particular Condi
27、tions as a Section (if any).“ Temporary Works ” means all temporary works of every kind(other thanContractor s Equipment) required on Site for the execution and completion of the Permanent Works and the remedying of any defects.“ Works” mean the Permanent Works and the Temporary Works, or eitherof t
28、hem as appropriate.Other Definitions“ 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.“Count
29、ry ” meansthe country in which the Site (or most of it) is located, where the Permanent Works are to be executed.“Employer s Equipment ” means the apparatus, machinery and vehicles(if any) made available by the Employer for the use of the Contractorin the execution of the Works, as stated in the Emp
30、loyer s Requirements; but does not include Plant which has not been taken over by the Employer.“ Force Majeure ” is defined in Clause 19 Force Majeure.“Laws” means all national (or state) legislation, statutes, ordinances and other laws, and regulations and by-laws of any legally constitutedpublic a
31、uthority.1.1.6.6 “Performance Security ” means the security (or securities, if any) underSub-Clause 4.2 Performance Security.1.1.6.7 “ Site ” means the places where the Permanent Works are to be executedand to which Plant and Materials are to be delivered, and any other places as may be specified in
32、 the Contract as forming part of the Site.1.1.6.8 “Variation ” means any change to the Employer s Requirements or theWorks, which is instructed or approved as a variation under Clause 13 (Variations and Adjustments).1.2 InterpretationIn the Contract, Except where the context requires otherwise:(a) W
33、ords indicating one gender include all genders;(b) Words indicating the singular also include the plural and words indicating theplural also include the singular;(c) Provisions including the word“agree ”, “ agreed ” or “ agreement ” requirethe agreement to be recorded in writing, and(d) “Written ” o
34、r “ in writing ” means hand-written, type-written, printed or electronically made, and resulting in a permanent record.The marginal words and other headings shall notbe taken into consideration in theinterpretation of these conditions.1.3 CommunicationsWherever these Conditions provide for giving or
35、 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 the agreed systems of electronic transmission asstated in the Particular Cond
36、itions; and(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 shallthereafter be delivered accordingly; and(ii) if the recipient has not stated otherwise when req
37、uesting an approvalor consent, it may be sent to the address from which the request was issued.Approvals, certificates, consents and determinations shall not be unreasonably withheld or delayed.1.4Law and LanguageThe Contract shall be governed by the law of the country (or other jurisdiction) stated
38、 in the Particular Conditions.If there are versions of any part of the Contract which are written in more thanone language, the version whichis in the ruling language statedin the ParticularConditions shall prevail.The language for communications shall be that stated in the Particular Conditions.If
39、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 DocumentsThe documents forming the Contract are to be taken as mutually explanatory of one another. For the purpose of interpretation, the priority of t
40、he 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 any other documents forming part of the Contract.1.6 Contract AgreementThe Contract shall come into
41、 force and effect on the date stated in the ContractAgreement. The costs of stamp duties and similar charges (if any) imposed by lawin connection with entry into the Contract Agreement shall be borne by the Employer.1.7 AssignmentNeither Party shall assign the whole or any part of the Contract or an
42、y benefit orinterest 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 favour of a bank or financial institution, assign the right to any moneys due,
43、or to become due, under the Contract.1.8 Care and Supply of DocumentsEach 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
44、each of the Contractor s Documents.The Contractor shallkeep, on the Site, a copy of the Contract, publications namedin the Employer s Requirements, the Contractors Documents, and Variations andother communications given under the Contract. The Employer s Personnel shall have the right of access to a
45、ll 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 ConfidentialityBoth Parties shall treat
46、 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 published, or disclose any particulars of theWorks in any trade or technicalpaper or elsewherew
47、ithout the previous agreement of the Employer.1.10 Employer s Use of Contractor s DocumentsAs 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 Co
48、ntractor shall be deemed (by signing the Contract) to give to the Employer a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the Contractor s Documents, including making and using modifications of them. This licence shall:(a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the Works,(b) e
