FIDIC银皮书1999年（官方Word版）Conditions of Contract for EPC Turnkey Projects 1999(银皮书)

1、general conditions guidance for the preparation of particular conditions conditions of contract for epc/turnkey projects forms of letter of tender, contract agreement and dispute adjudication agreement first edition 1999 isbn 2-88432-021-0 errata to the first edition, 1999 the following significant

2、errata are 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 provisions page 36in the title of sub-clause 14.2, delete “advanced” and substitute “advance”. page 54in the fifth

3、line of the fifth 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:

4、in the second 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 substi

5、tute “another”. 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 t

6、he phrase “any such notice”. page 68in the third line of clause 6, delete the first two words “notice to”. guidance for the preparation of particular conditions annexesdelete “ fidic”. errata to the first edition 1999.inside back cover general conditions contents 1general provisions.1 1.1definitions

7、 .1 1.2interpretation.4 1.3communications.5 1.4law and language.5 1.5priority of documents.5 1.6contract agreement.5 1.7assignment.5 1.8care and supply of documents.6 1.9confidentiality.6 1.10employers use of contractors documents.6 1.11contractors use of employers documents.6 1.12confidential detai

8、ls.7 1.13compliance with laws.7 1.14joint and several liability.7 2the employer.7 2.1right of access to the site.7 2.2permits, licences or approvals.8 2.3employers personnel.8 2.4employers financial arrangements.8 2.5employers claims .8 3the employers administration.9 3.1the employers representative

9、.9 3.2other employers personnel.9 3.3delegated persons.9 3.4instructions .10 3.5determinations.10 4the contractor .10 4.1contractors general obligations.10 4.2performance security.11 4.3contractors representative.11 4.4subcontractors .12 4.5nominated subcontractors.12 4.6co-operation.12 4.7setting o

10、ut.13 4.8safety procedures .13 4.9quality assurance.13 4.10site data.13 4.11sufficiency of the contract price.14 4.12unforeseeable difficulties.14 4.13rights of way and facilities.14 4.14avoidance of interference .14 4.15access route .14 4.16transport of goods.15 4.17contractors equipment.15 4.18pro

11、tection of the environment.15 4.19electricity, water and gas.15 4.20employers equipment and free-issue material.15 4.21progress reports.16 4.22security of the site.17 4.23contractors operations on site.17 4.24fossils.17 5design.18 5.1general design obligations.18 5.2contractors documents.18 5.3contr

12、actors undertaking .19 5.4technical standards and regulations.19 5.5training.19 5.6as-built documents .20 5.7operation and maintenance manuals.20 5.8design error.20 6staff and labour.20 6.1engagement of staff and labour.20 6.2rates of wages and conditions of labour.20 6.3persons in the service of ot

13、hers.20 6.4labour laws.21 6.5working hours .21 6.6facilities for staff and labour.21 6.7health and safety.21 6.8contractors superintendence.21 6.9contractors personnel.22 6.10records of contractors personnel and equipment.22 6.11disorderly conduct.22 7plant, materials and workmanship.22 7.1manner of

14、 execution .22 7.2samples.22 7.3inspection.22 7.4testing .23 7.5rejection.24 7.6remedial work.24 7.7ownership of plant and materials .24 7.8royalties.24 8commencement, delays and suspension.25 8.1commencement of works.25 8.2time for completion .25 8.3programme.25 8.4extension of time for completion.

15、26 8.5delays caused by authorities .26 8.6rate of progress.26 8.7delay damages.27 8.8suspension of work.27 8.9consequences of suspension.27 8.10payment for plant and materials in event of suspension.27 8.11prolonged suspension.28 8.12resumption of work.28 9tests on completion.28 9.1contractors oblig

16、ations.28 9.2delayed tests.29 9.3retesting.29 9.4failure to pass tests on completion .29 10employers taking over.30 10.1taking over of the works and sections.30 10.2taking over of parts of the works.30 10.3interference with tests on completion.30 11defects liability.31 11.1completion of outstanding

17、work and remedying defects.31 11.2cost of remedying defects.31 11.3extension of defects notification period.31 11.4failure to remedy defects .31 11.5removal of defective work.32 11.6further tests.32 11.7right of access.32 11.8contractor to search.32 11.9performance certificate.32 11.10unfulfilled ob

18、ligations.33 11.11clearance of site.33 12tests after completion.33 12.1procedure for tests after completion.33 12.2delayed tests.34 12.3retesting.34 12.4failure to pass tests after completion.34 13variations and adjustments.35 13.1right to vary .35 13.2value engineering.35 13.3variation procedure.35

19、 13.4payment in applicable currencies .36 13.5provisional sums.36 13.6daywork .36 13.7adjustments for changes in legislation.37 13.8adjustments for changes in costs.37 14contract price and payment .37 14.1the contract price.37 14.2advance payment.38 14.3application for interim payments .38 14.4sched

20、ule of payments.39 14.5plant and materials intended for the works.39 14.6interim payments.39 14.7timing of payments.40 14.8delayed payment.40 14.9payment of retention money.40 14.10statement at completion.41 14.11application for final payment.41 14.12discharge.41 14.13final payment.42 14.14cessation

21、 of employers liability.42 14.15currencies of payment.42 15termination by employer .43 15.1notice to correct.43 15.2termination by employer.43 15.3valuation at date of termination.44 15.4payment after termination.44 15.5employers entitlement to termination.44 16suspension and termination by contract

22、or.44 16.1contractors entitlement to suspend work.44 16.2termination by contractor .45 16.3cessation of work and removal of contractors equipment.45 16.4payment on termination.46 17risk and responsibility.46 17.1indemnities .46 17.2contractors care of the works.46 17.3employers risks.47 17.4conseque

23、nces of employers risks.47 17.5intellectual and industrial property rights.47 17.6limitation of liability .48 18insurance .48 18.1general requirements for insurance.48 18.2insurance for works and contractors equipment.49 18.3insurance against injury to persons and damage to property.51 18.4insurance

24、 for contractors personnel .51 19force majeure.51 19.1definition of force majeure.51 19.2notice of force majeure.52 19.3duty to minimise delay .52 19.4consequences of force majeure.52 19.5force majeure affecting subcontractor.53 19.6optional termination, payment and release .53 19.7release from perf

25、ormance under the law.53 20claims, disputes and arbitration.54 20.1contractors claims.54 20.2appointment of the dispute adjudication board.55 20.3failure to agree dispute adjudication board.56 20.4obtaining dispute adjudication boards decision.56 20.5amicable settlement.57 20.6arbitration.57 20.7fai

26、lure to comply with dispute adjudication boards decision.57 20.8expiry of dispute adjudication boards appointment.58 appendix.59 general conditions of dispute adjudication agreement.59 index of sub-clauses.i definitions listed alphabetically 1.1.3.1base date1.1.6.5laws 1.1.3.2commencement date1.1.4.

27、5local currency 1.1.1.1contract1.1.5.3materials 1.1.1.2contract agreement1.1.2.1party 1.1.4.1contract price1.1.3.8performance certificate 1.1.2.3contractor1.1.1.5performance guarantees 1.1.6.1contractors documents1.1.6.6performance security 1.1.5.1contractors equipment1.1.5.4permanent works 1.1.2.7c

28、ontractors personnel1.1.5.5plant 1.1.2.5contractors representative1.1.4.6provisional sum 1.1.4.2cost1.1.4.7retention money 1.1.6.2country1.1.1.5schedule of payments 1.1.2.9dab1.1.5.6section 1.1.3.9day1.1.6.7site 1.1.3.7defects notification period1.1.4.8statement 1.1.2.2employer1.1.2.8subcontractor 1

29、.1.6.3employers equipment1.1.3.5taking-over certificate 1.1.2.6employers personnel1.1.5.7temporary works 1.1.2.4employers representative1.1.1.4tender 1.1.1.3employers requirements1.1.3.6tests after completion 1.1.2.10fidic1.1.3.4tests on completion 1.1.4.3final statement1.1.3.3time for completion 1.

30、1.6.4force majeure1.1.6.8variation 1.1.1.4foreign currency1.1.5.8works 1.1.5.2goods1.1.3.9year introductory note to first edition fidics red and yellow books (i.e. standard forms of contract for works of civil engineering construction and for electrical and mechanical works) have been in widespread

31、use for several decades, and have been recognised - among other things - for their principles of balanced risk sharing between the employer and the contractor. these risk sharing principles have been beneficial for both parties, the employer signing a contract at a lower price and only having furthe

32、r costs when particular unusual risks actually eventuate, and the contractor avoiding pricing such risks which are not easy to evaluate. the principles of balanced risk sharing are continued in the new “construction” and “plant and design-build” books. during recent years it has been noticed that mu

33、ch 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 such turnkey projects are willing to pay more - sometimes considerably more - for their project if they can be more certain that the agreed

34、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 projects costs to the employer than is allowed for under the allocation of risks provided for by fidics traditional forms of contracts. ofte

35、n the construction project (the epc - engineer, procure, construct - contract) is only one part of a complicated commercial venture, and financial or other failure of this construction project will jeopardize the whole venture. for such projects it is necessary for the contractor to assume responsib

36、ility 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 cover such risks as the occurrence of poor or unexpected ground conditions, and that what is set out in the requirements prepared by th

37、e 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 obtain and consider all relevant information before the contractor is asked to sign on a fixed contract price. the employer must also r

38、ealize that asking responsible contractors to price such risks will increase the construction cost and result in some projects not being commercially viable. even under such contracts the employer does carry certain risks such as the risks of war, terrorism and the like and the other risks of force

39、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 case of bot (build-operate-transfer) type projects, which are normally negotiated as a package, the allocation of risk provided for in the

40、 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 allocation of all risks between the various contracts forming the total package. apart from the more recent and rapid development of private

41、ly financed projects demanding contract terms ensuring increased certainty of price, time and performance, it has long been apparent that many employers, particularly in the public sector, in a wide range of countries have demanded similar contract terms, at least for turnkey contracts. they have of

42、ten 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 contractor, thus effectively removing fidics traditional principles of balanced risk sharing. this need of many employers has not gone unnot

43、iced, 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 contracts, the employer does not have to attempt to alter a standard form intended for another risk arrangement, and the contractor is fu

44、lly 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 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

45、 projects, both large and smaller, particularly e peter l booen (principal drafter), gibb ltd, uk; hermann bayerlein, fichtner, germany; christopher r seppala (legal adviser), white and jos f speziale, iatasa, argentina. the preparation was carried out under the general direction of the fidic contra

46、cts committee which comprised john b bowcock, consulting engineer, uk (chairman); michael mortimer-hawkins, swedpower, sweden; and axel-volkmar jaeger, schmidt reuter partner, germany; together with k b (tony) norris as special adviser. drafts were reviewed by many persons and organisations, includi

47、ng those listed below. their comments were duly studied by the update task group and, where considered appropriate, have influenced the wording of the clauses. mushtaq ahmad, nespak, pakistan; peter batty, post buckley international, usa; roeland bertrams, clifford chance, netherlands; charles g bor

48、thwick, swedpower, sweden; manfred breege, lahmeyer international, germany; pablo bueno, typsa, spain; nael g bunni, consulting engineer, ireland; ian fraser, beca carter hollings roy goode, oxford university, uk; dan w graham, bristows cooke mark griffiths, griffiths geoffrey f hawker, consulting e

49、ngineer, uk; hesse poul e hvilsted, elsamprojekt, denmark; lennart iwar, lindahl, sweden; gordon l jaynes, whitman breed abbott tonny jensen (chairman of fidic quality management committee), cowi, denmark; martin klapper, hopgood and ganim, australia; philip loots neil mccole, merz and mclellan, uk;

50、 matthew needham-laing, victoria russell j gordon rees, binnie black tim reynolds, constant david r wightman the association of japanese consulting engineers; the construction industry authority of the philippines; the dutch vereniging voor bouwrecht; the european international contractors (eic); or

51、ganisme de liaison industries metalliques europeennes (orgalime); the international association of dredging contractors; the international bar association; the asian development bank; and the world bank. acknowledgement of reviewers does not mean that such persons or organizations approve of the wor

52、ding of all clauses. in particular, eic and orgalime have expressed reservations about some clauses of this epc contract. fidic wishes to record its appreciation of the time and effort devoted by all the above. the ultimate decision on the form and content of the document rests with fidic. foreword

53、the fdration internationale des ingnieurs-conseils (fidic) published, in 1999, first editions of four new standard forms of contract: conditions of contract for construction, which are recommended for building or engineering works designed by the employer or by his representative, the engineer. unde

54、r the usual arrangements for this type of contract, the contractor constructs the works in accordance with a design provided by the employer. however, the works may include some elements of contractor-designed civil, mechanical, electrical and/or construction works. conditions of contract for plant

55、and design-build, which are recommended for the provision of electrical and/or mechanical plant, and for the design and execution of building or engineering works. under the usual arrangements for this type of contract, the contractor designs and provides, in accordance with the employers requiremen

56、ts, plant and/or other works; which may include any combination of civil, mechanical, electrical and/or construction works. conditions of contract for epc/turnkey projects, which may be suitable for the provision on a turnkey basis of a process or power plant, of a factory or similar facility, or of

57、 an infrastructure project or other type of development, where (i) a higher degree of certainty of final price and time is required, and (ii) the contractor takes total responsibility for the design and execution of the project, with little involvement of the employer. under the usual arrangements f

58、or turnkey projects, the contractor carries out all the engineering, procurement and construction (epc): providing a fully-equipped facility, ready for operation (at the “turn of the key”). short form of contract, which is recommended for building or engineering works of relatively small capital val

59、ue. depending on the type of work and the circumstances, this form may also be suitable for contracts of greater value, particularly for relatively simple or repetitive work or work of short duration. under the usual arrangements for this type of contract, the contractor constructs the works in acco

60、rdance with a design provided by the employer or by his representative (if any), but this form may also be suitable for a contract which includes, or wholly comprises, contractor-designed civil, mechanical, electrical and/or construction works. the forms are recommended for general use where tenders