(银皮书英文版)fidic设计采购施工(epc)合同条件.doc

CONTENTS1 GENERAL PROVISIONS11.1 Definitions11.2 Interpretation61.3 Communications61.4 Law and Language71.5 Priority of Documents71.6 Contract Agreement81.7 Assignment81.8 Care and Supply of Documents81.9 Confidentiality81.10 Employers Use of Contractors Documents91.11 Contractors Use of Employers Documents91.12 Confidential Details101.13 Compliance with Laws101.14 Joint and Several Liability102 THE EMPLOYER112.1 Right of Access to the Site112.2 Permits, Licences or Approves112.3 Employers personnel122.4 Employers Financial Arrangements122.5 Employers Claims123 THE EMPLOYERS ADMINISTRATION133.1 The Employers Representative133.2 The Employers personnel143.3 Delegated Persons143.4 Instructions153.5 Determinations154 THE CONTRACTOR154.1 The Contractors General Obligations154.2 Performance security164.3 Contractors Representative174.4subContractors184.5 Nominated Subcontractors184.6 Co-operation194.7 Setting out194.8 Safety procedures204.9 Quality Assurance204.10 Site Data204.11 Suffciency of the Contract Price214.12 Unforeseeable Difficulties214.13 Rights of way and Facilities214.14 Avoidance of Interference214.15 Access Route224.16 Transport of Goods224.17 Contractors Equipment234.18 Protection of the Environment234.19 Electricity, Water and Gas234.20 Employers Equipment and Free-Issue Material244.21 Progress Reports244.22 Security of the Site264.23 Contractors Operations on Site264.24 Fossils265 DESIGN275.1 General Design Obligations275.2 Contractors Documents285.3 Contractors Undertaking295.4 Technical Standards and Regulations295.5 Training305.6 As-Built Documents305.7 Operation and Maintenance Manuals315.8 design Error316 STAFF AND LABOUR316.1 Engagement of Staff and Labour316.2 Rates of Wages and Conditions of Labour316.3 Persons in the Service of Employer326.4 Labour Laws326.5 Working Hours326.6 Facilities for Staff and Labour326.7 Health and Safety326.8Contractors Superintendence336.9Contractors Personnel336.10 Records of contractors Personnel and Equipment346.11 Disorderly Conduct347 PLANT, MATERIALS AND WORKMANSHIP347.1 Manner of Execution347.2 Samples347.3 Inspection357.4 Testing357.5 Rejection367.6 Remedial Work377.7 Ownership of Plant and Materials377.8 Royalties388 COMMENCEMENT, DELAYS AND SUSPENSION 388.1 Commencement of Works388.2 Time for Completion388.3 Programme388.4 Extension of Time for Completion398.5 Delays Caused by Authorities408.6 Rate of Progress408.7 Delay Damages418.8 Suspension of Work418.9 Consequences of Suspension428.10 Payment for Plant and Materials in Event of Suspension428.11 Prolonged Suspension438.12 Resumption of Work439 TESTS ON COMPLETION439.1 Contractors Obligations439.2 Delayed Tests449.3 Retesting459.4 Failure to Pass Tests on Completion4510 EMPLOYERS TAKING OVER4510.1 Taking Over of the Works and Sections4510.2 Taking Over of Parts of the Works4610.3 Interference with Tests on Completion4611 DEFECTS LIABILITY4711.1 Completion of Outstanding Work and Remedying Defects4711.2 Cost of Remedying Defects4811.3 Extension of Defects Notification Period4811.4 Failure to Remedy Defects4811.5 Removal of Defective Work4911.6 Further Tests4911.7 Right of Access5011.8 Contractor to Search5011.9 Performance Certificate5011.10 Unfulfilled Obligations5111.11 Clearance of Site5112 TESTS AFTER COMPLETION5112.1 Procedure for Tests after Completion5112.2 Delayed Tests5212.3 Retesting5212.4 Failure to Pass Tests after Completion5313 VARIATIONS AND ADJUSTMENTS5413.1 Right to Vary5413.2 Value Engineering5413.3 Variation Procedure5413.4 Payment in Applicable Currencies5513.5 provisional Sums5513.6 Daywork5613.7 Adjustments for Changes in Legislation5613.8 Adjustments for Changes in Cost5714 CONTRACT PRICE AND PAYMENT5714.1 The Contract Price5714.2 Advance payment5814.3 Application for Interim Payments.5914.4 Schedule of Payments6014.5 Plant and Materials intended for the Works6014.6 Interim Payments6114.7 Timing of Payments6114.8 Delayed Payment6214.9 Payment of Retention Money6214.10 Statement at Completion6314.11 Application for Final Payment6314.12 Discharge6414.13 Final Payment6414.14 Cessation of Employers Liability6414.15 Currencies of Payment6515 TERMINATION BY EMPLOYER6615.1 Notice to Correct6615.2 Termination by Employer6615.3 Valuation at Date of Termination6815.4 Payment after Termination6815.5 Employers Entitlement to Termination6816 SUSPENSION AND TERMINATION BY CONTRACTOR6916.1 Contractors Entitlement to Suspend Work6916.2 Termination by Contractor6916.3 Cessation of Work and Removal of Contractors Equipment7016.4 Payment on Termination7117 RISK AND RESPONSIBILITY7117.1 Indemnities7117.2 Contractors Care of the Works7217.3 Employers Risks7317.4 Consequence of Employers Risks7317.5 Intellectual and Industrial Property Rights7417.6 Limitation of Liability7518 INSURANCE7518.1 General Requirements for Insurances7518.2 Insurance for Works and Contractors Equipment7718.3 Insurance against Injury to Persons and Damage to Property7918.4 Insurance for Contractors Personnel8019 FORCE MAJEURE8019.1 Definition of Force Majeure8019.2 Notice of Force Majeure8119.3 Duty to Minimise Delay8119.4 Consequences of Force Majeure8219.5 Force Majeure Affecting Subcontractor8219.6 Optional Termination, Payment and Release8219.7 Release from Performance under the Law8320 CLAIMS, DISPUTES AND ARBITRATION8420.1 Contractors Claims8420.2 Appointment of the Dispute Adjudication Board8620.3 Failure to Agreement Dispute Adjudication Board8720.4 Obtaining Dispute Adjudication Boards Decision8720.5 Amicable Settlement8920.6 Arbitration8920.7 Failure to Comply with Dispute Adjudication Boards Decision9020.8 Expiry of Dispute Adjudication Boards Appointment901 General Provisions1.1 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 Employers 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 “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.1.1.1.4 “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.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 Persons1.1.2.1 “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.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 “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.1.1.2.5 “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.1.1.2.6 “Employers Personnel” means the Employers Representative, the assistants referred to in Sub-Clause 3.2 Other Employers Personnel and all other staff, labour 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.1.1.2.7 “Contractors Personnel” means the Contractors 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 Completion1.1.3.1 “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 Employers 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.1.1.4 Money and Payments1.1.4.1 “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 14.11Application 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 Goods1.1.5.1 “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.1.1.5.2 “Goods” means Contractors Equipment, Materials, Plant and 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 Contractors 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 Definitions1.1.6.1 “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.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 “Employers Equipment” means the apparatus, machinery and vehicles (if any) made available by the