白皮书英文版FIDIC业主咨询工程师标准服务协议书条件.doc

FIDIC,
CLIENT/CONSULTANT MODEL SERVICES AGREEMENT
(“White Book”)
Third Edition, 1998

CONTENTS

AGREEMENT

GENERAL CONDITIONS

DEFINITIONS AND INTERPRETATION
1. Definitions
2. Interpretation

OBLIGATIONS OF THE CONSULTANT
3. Scope of Services
4. Normal, Additional and Exceptional Services
5. Duty of Care and Exercise of Authority
6. Client's Property

OBLIGATIONS OF THE CLIENT
7. Information
8. Decisions
9. Assistance
10. Equipment and Facilities
11. Client's Personnel
12. Services of Others

PERSONNEL
13. Supply of Personnel
14. Representatives
15. Changes in Personnel

LIABILITY AND INSURANCE
16. Liability between the Parties
16.1 Liability of the Consultant
16.2 Liability of the Client
16.3 Compensation
17. Duration of Liability
18. Limit of Compensation and Indemnity
18.1 Limit of Compensation
18.2 Indemnity
18.3 Exceptions
19. Insurance for Liability and Indemnity
20. Insurance of Client's Property

COMMENCEMENT, COMPLETION, ALTERATION AND TERMINATION OF THE AGREEMENT
21. Agreement Effective
22. Commencement and Completion
23. Variation
24. Further Proposals
25. Delays
26. Changed Circumstances
27. Abandonment, Suspension or Termination
27.1 By Notice of the Client
27.2 By Notice of the Consultant
28. Exceptional Services
29. Rights and Liabilities of Parties

PAYMENT
30. Payment to the Consultant
31. Time for Payment
32. Currency of Payment
33. Third Party Charges on the Consultant
34. Disputed Invoices
35. Independent Audit

GENERAL PROVISIONS
36. Languages and Law
37. Changes in Legislation
38. Assignment and Sub-Contracts
39. Copyright
40. Conflict of Interest/Corruption and Fraud
41. Notices
42. Publication

SETTLEMENT OF DISPUTES
43. Amicable Dispute Resolution
43.1 Attempt to Resolve
43.2 Referral to Mediator
43.3 Appointment of Mediator
43.4 Agreement of Program
43.5 Written Agreement to be Binding
43.6 Non-binding Opinion
43.7 Costs of Mediation
43.8 Failure of Mediation
44. Arbitration

PARTICULAR CONDITIONS
A. References from Clauses in the General Conditions
B. Additional Clauses

APPENDICES
A. Scope of Services
B. Personnel, Equipment, Facilities and Services of Others to be Provided by the Client
C. Remuneration and Payment

AGREEMENT

This Agreement made the ______________ day of ___________, ____ between __________________________________________________________________
of ________________________________________________________________
(hereinafter called "the Client") of the one part
and ____________________________________________
of ________________________________________________________________
(hereinafter called "the Consultant") of the other part.

WHEREAS the Client desires that certain Services should be performed by the Consultant, namely
____________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
and has accepted a proposal by the Consultant for the performance of such Services.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS

1. In this Agreement words and expressions shall have the same meanings as are respectively assigned to them in the Conditions of the Client/Consultant Model Services Agreement hereinafter referred to.

2. The following documents shall be deemed to form and be read and construed as part of this Agreement, namely:

(a) The Letter of Acceptance;

(b) The Conditions of the Client/Consultant Model Services Agreement (General Conditions and Particular Conditions)

(c) The Appendices, namely:
Appendix A - Scope of Services
Appendix B - Personnel, Equipment, Facilities and Services of Others to be Provided by the Client
Appendix C - Remuneration and Payment

3. In consideration of the payments to be made by the Client to the Consultant as hereinafter mentioned the Consultant hereby agrees with the Client to perform the Services in conformity with the provisions of the Agreement.

4. The Client hereby agrees to pay the Consultant in consideration of the performance of the Services such amounts as may become payable under the provisions of the Agreement at the times and in the manner prescribed by the Agreement.

In Witness whereof the parties hereto have caused this Agreement to be executed the day and year first before written in accordance with their respective laws.

Authorized signature(s) of Client

___________________________________________________________

In the presence of:

Name: _________

Signature: ____________________________________________________

Address: _____________________________________________________

Authorized signature(s) of Consultant

___________________________________________________________

In the presence of:

Name: ______________________________________________________

Signature: ____________________________________________________

Address: _____________________________________________________

CONDITIONS OF THE CLIENT/CONSULTANT
MODEL SERVICES AGREEMENT

GENERAL CONDITIONS

DEFINITIONS AND INTERPRETATION

1. DEFINITIONS

The following words and expressions shall have the meanings assigned to them except where the context otherwise requires:

(i) “Project” means the project named in the Particular Conditions for which the Works are to be provided.

(ii) Services” means the services to be performed by the Consultant in accordance with the Agreement and comprise Normal Services, Additional Services and Exceptional Services.

(iii) “Works” means the permanent works to be executed (including the goods and equipment to be supplied to the Client) for the achievement of the Project.

(iv) “Client” means the party named in the Agreement, who employs the Consultant, and legal successors to the Client and permitted assignees.

(v) “Consultant” means the party named in the Agreement, who is employed as an independent professional firm by the Client to perform the Services, and legal successors to the Consultant and permitted assignees.

(vi) “party” and “parties” means the Client and the Consultant and “third party” means any other person or entity as the context requires.

(vii) “Agreement” means the Conditions comprising the Conditions of the Client/Consultant Model Services Agreement (General Conditions and Particular Conditions) together with Appendix A (Scope of Services), Appendix B (Personnel, Equipment, Facilities and Services of Others to be Provided by the Client), Appendix C (Remuneration and Payment), Letter of Acceptance and Formal Agreement if completed, or otherwise as specified in the Particular Conditions.

(viii) “day” means the period between any one midnight and the next.

(ix) “month” means a period of one month according to the Gregorian calendar commencing with any day of the month.

(x) “Local Currency” (LC) means the currency of the country where the Project is located and “Foreign Currency” (FC) means any other currency.

(xi) “Agreed compensation” means additional sums as defined in the Particular Conditions which are payable under the Agreement.

2. INTERPRETATION

(i) The headings in the Agreement shall not be used in its interpretation.

(ii) The singular includes the plural, the masculine includes the feminine, and vice-versa where the context requires.

(iii) If there is conflict between provisions of the Agreement, the last to be written chronologically shall prevail, unless otherwise specified in the Particular Conditions.

OBLIGATIONS OF THE CONSULTANT

3. SCOPE OF SERVICES

The Consultant shall perform Services relating to the Project. The Scope of the Services is stated in Appendix A.

4. NORMAL, ADDITIONAL AND EXCEPTIONAL SERVICES

(i) Normal Services are those described as such in Articles A.2 and A.3 of Appendix A.

(ii) Additional Services are those described as such in Appendix A or which by written agreement of the parties are otherwise additional to Normal Services.

(iii) Exceptional Services are those which are not Normal or Additional Services but which are necessarily performed by the Consultant in accordance with Clause 28.

5. DUTY OF CARE AND EXERCISE OF AUTHORITY

(i) The Consultant shall exercise reasonable skill, care and diligence in the performance of his obligations under the Agreement.

(ii) Where the Services include the exercise of powers or performance of duties authorized or required by the terms of a contract between the Client and any third party, the Consultant shall:

(a) act in accordance with the contract provided that the details of such powers and duties are acceptable to him where they are not described in Appendix A.

(b) if authorized to certify, decide or exercise discretion, do so fairly between the Client and third party not as an arbitrator but as an independent professional acts by his skill and judgment.

(c) if so authorized vary the obligations of any third party, subject to obtaining the prior approval of the Client to any variation which can have an important effect on costs or quality or time (except in any emergency when the Consultant shall inform the Client as soon as practicable).

6. CLIENT'S PROPERTY

Anything supplied by or paid for by the Client for the use of the Consultant shall be the property of the Client and where practicable shall be so marked. When the Services are completed or terminated, the Consultant shall furnish inventories to the Client of what has not been consumed in the performance of the Services and shall deliver it as directed by the Client. Such delivery shall be regarded as an Additional Service.

OBLIGATIONS OF THE CLIENT

7. INFORMATION

The Client shall so as not to delay the Services and within a reasonable time give to the Consultant free of cost all information in his power to obtain which may pertain to the Services.

8. DECISIONS

On all matters properly referred to him in writing by the Consultant the Client shall give his decision in writing so as not to delay the Services and within a reasonable time.

9. ASSISTANCE

In the country of the Project and in respect of the Consultant, his personnel and dependents, as the case may be, the Client shall do all in his power to assist in:

(i) the provision of documents necessary for entry, residence, work and exit;

(ii) providing unobstructed access wherever it is required for the Services;

(iii) import, export and custom clearance of personal effects and of goods required for the Services;

(iv) their repatriation in emergencies;

(v) the provision of the authorities necessary to permit the import of foreign currency by the Consultant for the Services and by his personnel for their personal use and to permit the export of money earned in the performance of the Services;

(vi) providing access to other organizations for collection of information which is to be obtained by the Consultant.

10. EQUIPMENT AND FACILITIES

The Client shall make available, free of cost, to the Consultant for the purpose of the Services the equipment and facilities described in Appendix B.

11. CLIENT’S PERSONNEL

In consultation with the Consultant, the Client shall at his cost arrange for the selection and provision of personnel in his employment to the Consultant in accordance with Appendix B. In connection with the Services such personnel shall take instructions only from the Consultant.

12. SERVICES OF OTHERS

The Client shall at his cost arrange for the provision of services from others as described in Appendix B, and the Consultant shall co-operate with the suppliers of such services but shall not be responsible for them or their performance.

PERSONNEL

13. SUPPLY OF PERSONNEL

The personnel who are sent by the Consultant to work in the country of the Project shall have been physically examined and found fit for their assignments, and their qualifications shall be acceptable to the Client.

The personnel to be supplied by the Client in accordance with Clause 11 shall be acceptable to the Consultant.

If the Client cannot supply Client’s personnel or services of others for which he is responsible and it is agreed to be necessary for the satisfactory performance of the Services, the Consultant shall arrange for its supply as an Additional Service.

14. REPRESENTATIVES

For the administration of the Agreement, each party shall designate the official or individual to be his representative.

If required by the Client, the Consultant shall designate an individual to liaise with the Client’s representative in the country of the Project.

15. CHANGES IN PERSONNEL

If it is necessary to replace any person, the party responsible for the appointment shall immediately arrange for replacement by a person of comparable competence.

The cost of such replacement shall be borne by the party responsible for the appointment except that if the replacement is requested by the other party,

(i) such request shall be in writing stating the reason for it, and

(ii) the party making the request shall bear the cost of replacement unless misconduct or inability to perform satisfactorily is established as the reason.

LIABILITY AND INSURANCE

16. LIABILITY BETWEEN THE PARTIES

16.1 Liability of the Consultant.

The Consultant shall only be liable to pay compensation to the Client arising out of or in connection with the Agreement if a breach of Article 5.1 is established against him.

16.2 Liability of the Client.

The Client shall be liable to the Consultant if a breach of his duty to the Consultant is established against the Client.

16.3 Compensation.

If it is established that either party is liable to the other, compensation shall be payable only on the following terms:

(i) Such compensation shall be limited to the amount of reasonably foreseeable loss and damage suffered as a result of such breaches, but not otherwise.

(ii) In any event, the amount of such compensation will be limited to the amount specified in Clause 18.1.

(iii) If either party is considered to be liable jointly with third parties to the other, the proportion of compensation payable by him shall be limited to that proportion of liability which is attributable to his breach.

17. DURATION OF LIABILITY

Neither the Client nor the Consultant shall be considered liable for any loss or damage resulting from any occurrence unless a claim is formally made on him before the expiry of the relevant period stated in the Particular Conditions, or such earlier date as may be prescribed by law.

18. LIMIT OF COMPENSATION AND