完整版白皮书英文版FIDIC业主咨询工程师标准服务协议书条件

1、FIDIC, CLIENT/CONSULTANT MODEL SERVICES AGREEMENT ( “ White Book ”) Third Edition, 1998CONTENTSAGREEMENTGENERAL CONDITIONSDEFINITIONS AND INTERPRETATION1.Definitions2.InterpretationScope of ServicesNormal, Additional and Exceptional Services Duty of Care and Exercise of Authority Clients PropertyOBL

2、IGATIONS OF THE CONSULTANT .InformationDecisionsAssistanceEquipment and Facilities Clients Personnel Services of OthersOBLIGATIONS OF THE CLIENT 0.11.12.PERSONNEL13. Supply of Personnel14. Representatives15. Changes in PersonnelLIABILITY AND INSURANCE 9.Liability between the

3、Parties Duration of LiabilityLimit of Compensation and IndemnityInsurance for Liability and Indemnity Insurance of Clients PropertyLiability of the ConsultantLiability of the ClientCompensationLimit of CompensationIndemnityExceptions20.COMMENCEMENT, COMPLETION, ALTERATION AND

4、 TERMINATION OF THE AGREEMENT21.Agreement Effective22.Commencement and Completion9.VariationFurther ProposalsDelaysChanged CircumstancesAbandonment, Suspension or Termination 27.1By Notice of the Client27.2By Notice of the ConsultantExceptional ServicesRights and Liabilities of Pa

5、rtiesPAYMENT3.34.35.Payment to the ConsultantTime for PaymentCurrency of PaymentThird Party Charges on the Consultant Disputed InvoicesIndependent AuditGENERAL PROVISIONS2.Languages and LawChanges in LegislationAssignment and Sub-Contracts CopyrightConflict of Interest/C

6、orruption and Fraud NoticesPublicationSETTLEMENT OF DISPUTES 43.Amicable Dispute Resolution43.443.543.643.743.8Attempt to ResolveReferral to Mediator Appointment of Mediator Agreement of ProgramWritten Agreement to be Binding Non-binding OpinionCosts of MediationFailure of Mediation44.Ar

7、bitration6PARTICULAR CONDITIONS A. B.APPENDICESA.B.C.References from Clauses in the General Conditions Additional ClausesScope of ServicesPersonnel, Equipment, Facilities and Services of Others to be Provided by the Client Remuneration and PaymentAGREEMENTThis Agreeme nt made theday ofbetwee nof(her

8、e in after called the Clie nt) of the one partandof(here in after called the Con sulta nt) of the other part.WHEREAS the Clie nt desires that certa in Services should be p erformed by the Con sulta nt, n amelyand has acce pted a prop osal by the Con sulta nt for the p erforma nee of such Services.NO

9、W THIS AGREEMENT WITNESSETH AS FOLLOWS1.In this Agreeme nt words and expr essi ons shall have the same meanings as are res pectively assig ned to them in the Con diti ons of the Clie nt/Con sulta nt Model Services Agreeme nt here in after referred to.2.The follow ing docume nts shall be deemed to fo

10、rm and be read and con strued as p art of this Agreeme nt, n amely:The Letter of Acce ptance;(b)The Con diti ons of the Clie nt/Con sulta nt Model Services Agreeme nt (Ge neral Con diti ons and P articular Con diti ons)(c)The Appen dices, n amely: Appen dix A - Appen dix B -Appen dix C -Scope of Ser

11、vicesPersonn el, Equ ipment, Facilities and Services of Others to be Pr ovided by the Clie ntRemu nerati on and P ayme nt3.4.In con siderati on of the p ayme nts to be made by the Clie nt to the Con sulta nt as here in after men ti oned the Con sulta nt hereby agrees with the Clie nt to p erform the

12、 Services in con formity with the pr ovisi ons of the Agreeme nt.The Clie nt hereby agrees to pay the Con sulta nt in con siderati on of the p erforma nee of the Services such amou nts as may become p ayable un der the p rovisi ons of the Agreeme nt at the times and in the manner pr escribed by the

13、Agreeme nt.In Witness whereof the parties hereto have caused this Agreement to be executed the day and year first before writte n in accorda nee with their resp ective laws.Authorized sig nature(s) of Clie ntIn the pr ese nee of:Name:Signature:Address:Authorized signature(s) of ConsultantIn the pres

14、ence of:Name:Signature:Address:CONDITIONS OF THE CLIENT/CONSULTANTMODEL SERVICES AGREEMENTGENERAL CONDITIONSDEFINITIONS AND INTERPRETATION1.DEFINITIONSThe following words and expressions shall have the meanings assigned to them except where the context otherwise requires:(i)“ Project ” means the pro

15、ject named in the Particular Conditions for which the Works are to be provided.2.(ii)(iii)(iv)(v)(vi)(vii)(viii)(ix)(x)(xi)“ Services ” means the services to be performed by the Consultant in accordance with the Agreement and comprise Normal Services, Additional Services and Exceptional Services.“ W

16、orks ” means the permanent works to be executed (including the goods and equipment to be supplied to the Client) for the achievement of the Project.“ Client ” means the party naimn ethde Agreement, who employs the Consultant, and legal successors to the Client and permitted assignees.“ Consultant ”

17、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.“ party ” and “ parties ” means the Client and the Consultant and other person or entity as the context re

18、quires.“ Agreement ” means the Conditions comprisinhgetConditions 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 C

19、lient), Appendix C (Remuneration and Payment), Letter of Acceptance and Formal Agreement if completed, or otherwise as specified in the Particular Conditions.day” means the period between any one midnight and the next.“ month ” means a period of onmeonth according to the Gregorian calendar commencin

20、g with any day of the month.third party” mean“ Local Currency ” (LC) means the currency of the country where the Project is located and “ Foreign Currency” (FC) means any other currency.“ Agreed compensation ”nsmadedaitional sums as defined in the Particular Conditions which are payable under the Ag

21、reement.INTERPRETATION14(i)The headings in the Agreement shall not be used in its interpretation.The singular includes the plural, the masculine includes the feminine, and vice-versa where the context requires.(iii)If there is con flict betwee n pr ovisi ons of the Agreeme nt, the last to be writte

22、n chro nol ogically shall p revail, unl ess otherwise sp ecified in the P articular Con diti ons.OBLIGATIONS OF THE CONSULTANT3.SCOPE OF SERVICESThe Con sulta nt shall p erform Services relati ng to the Project. The Scope of the Services is stated in Appen dix A.4.NORMAL, ADDITIONAL AND EXCE PTIONAL

23、 SERVICES(i)Normal Services are those described as such in Articles A.2 and A.3 of Appen dix A.5.6.(ii)(iii)Additi onal Services are those described as such in Appen dix A or which by writte n agreeme nt of the p arties are otherwise additi onal to Normal Services.Exce pti onal Services are those wh

24、ich are n ot Normal or Additi onal Services but which are n ecessarily p erformed by the Con sulta nt in accorda nee with Clause 28.DUTY OF CARE AND EXERCISE OF AUTHORITY(i)(ii)The Con sulta nt shall exercise reas on able skill, care and dilige nee in the p erforma nee of his obligati ons un der the

25、 Agreeme nt.Where the Services in elude the exercise of po wers or p erforma nee of duties authorized or required by the terms of a con tract betwee n the Clie nt and any third p arty, the Con sulta nt shall:act in accorda nee with the con tract p rovided that the details of such po wers and duties

26、are acce ptable to him where they are not described in Appen dix A.(b)(c)if authorized to certify, decide or exercise discreti on, do so fairly betwee n the Clie nt and third p arty not as an arbitrator but as an independent pro fessi onal acts by his skill and judgme nt.if so authorized vary the ob

27、ligati ons of any third p arty, subject to obta ining the p rior appr oval of the Clie nt to any variati on which can have an imp orta nt effect on costs or quality or time (exce pt in any emerge ncy whe n the Con sulta nt shall inform the Clie nt as soon as p racticable).CLIENTS PROP ERTYAny thi ng

28、 supp lied by or p aid for by the Clie nt for the use of the Con sulta nt shall be the prop erty of the Clie nt and where pr acticable shall be so marked. When the Services are comp leted or termin ated, the Con sulta nt shall fur nish inven tories to the Clie nt of what has not bee n con sumed in t

29、he p erforma nee of the Services and shall deliver it as directed by the Clie nt. Such delivery shall be regarded as an Additi onal Service.OBLIGATIONS OF THE CLIENT7.INFORMATIONThe Client shall so as not to delay the Services and within a reasonable time give to the Consultant free of cost all info

30、rmation in his power to obtain which may pertain to the Services.8.DECISIONSOn 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.ASSISTANCEIn the country of the Project and in

31、 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;10.(ii)(iii)(iv)(v)(vi)providing unobstructed access wherever it is required for the Services;im

32、port, export and custom clearance of personal effects and of goods required for the Services;their repatriation in emergencies;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 per

33、mit the export of money earned in the performance of the Services;providing access to other organizations for collection of information which is to be obtained by the Consultant.EQUIPMENT AND FACILITIESThe Client shall make available, free of cost, to the Consultant for the purpose of the Services t

34、he equipment and facilities described in Appendix B.11.CLIENT S PERSONNELIn 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 pers

35、onnel shall take instructions only from the Consultant.12.SERVICES OF OTHERSThe 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 thei

36、r performance.13.SUPPLY OF PERSONNELPERSONNELThe 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 Clie

37、nt 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 andit is agreed to be necessary for the satisfactory performance of the Services, the Consultant shall arrange for its supply as an A

38、dditional Service.14.REPRESENTATIVESFor 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 representative in the country of the Project.1

39、5.CHANGES IN PERSONNELIf 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 replace

40、ment 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 INSURANCELIABILITY

41、 BETWEEN THE PARTIESLiability 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.Liability of the Client.The Client shall be liable to the Consultant if a bre

42、ach of his duty to the Consultant is established against the Client.16.3Compensation.If it is established that either party is liable to the other, compensation shall be payable only on the following terms:17.(i)(ii)(iii)Such compensation shall be limited to the amount of reasonably foreseeable loss

43、 and damage suffered as a result of such breaches, but not otherwise.In any event, the amount of such compensation will be limited to the amount specified in Clause 18.1.If either party is considered to be liable jointly with third parties to the other, the proportion of compensation payable by him

44、shall be limited to that proportion of liability which is attributable to his breach.DURATION OF LIABILITYNeither 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 per

45、iod stated in the Particular Conditions, or such earlier date as may be prescribed by law.18.LIMIT OF COMPENSATION AND INDEMNITY18.1Limit of Compensation.The maximum amount of compensation payable by either party to the other in respect of liability under Clause 16 is limited to the amount stated in

46、 the Particular Conditions. This limit is without prejudice to any Agreed Compensation specified under Clause 31(ii) or otherwise imposed by the Agreement.Each party agrees to waive all claims against the other insofar as the aggregate of compensation which might otherwise be payable exceeds the max

47、imum amount payable.If either party makes a claim for compensation against the other party and this is not established the claimant shall entirely reimburse the other for his costs incurred as a result of the claim.18.2Indemnity.(i)(ii)18.3Exceptions.Clauses 18.1 and 18.2 do not apply to claims aris

48、ing:(i)from deliberate default or reckless misconduct, or19.(ii)otherwise than in connection with the performance of obligation under the Agreement.INSURANCE FOR LIABILITY AND INDEMNITYThe Client can request in writing that the Consultant(i)insures against his liability under Clause 16.1,So far as t

49、he applicable law permits, the Client shall indemnify the Consultant against the adverse effects of all claims including such claims by third parties which arise out of or in connection with the Agreement:except insofar as they are covered by the insurance arranged under the terms of Clause 19.made

50、after the expiry of the period of liability referred to in Clause 17.20.21.(ii)(iii)(iv)(v)increases his insurance against liability under Clause 16.1 over that for which he was insured at the date of the Client s first invitation to him for a proposal of the services,insures against public/third pa

51、rty liability,increases his insurance against public/third party liability over that for which he was insured at the date of the Client s first invitation to him for a proposal for the services,effects other insurances.If so requested, the Consultant shall make all reasonable efforts to effect such

52、insurance or increase in insurance with an insurer and on terms acceptable to the Client.The cost of such insurance or increase in insurance shall be at the expense of the Client.INSURAN CE OF CLIENT S PROPERTYUnless otherwise requested by the Client in writing the Consultant shall make all reasonab

53、le efforts to insure on terms acceptable to the Client:(i)(ii)against loss or damage to the property of the Client supplied or paid for under Clause 6.against liabilities arising out of the use of such property.The cost of such insurance shall be at the expense of the Client.COMMENCEMENT. COMPLETION

54、. ALTERATION AND TERMINATION OF THE AGREEMENTAGREEMENT EFFECTIVEs Letter oThe Agreemen t is effective as of the date of receipt by the Consultant of the ClientAcceptance of the Consultant s proposal or of the latest signature necessary to complete theFormal Agreement, if any, whichever is the later.

55、22.COMMENCEMENT AND COMPLETIONThe Services shall be commenced and completed at the times or within the periods stated in the Particular Conditions subject to extensions in accordance with the Agreement.23.VARIATIONSThe Agreement can be varied on application by either party by written agreement of th

56、e parties.24.FURTHER PROPOSALSIf requested by the Client in writing, the Consultant shall submit proposals for altering the Services. The preparation and submission of such proposals shall be an Additional Service.25.DELAYSIf the Services are impeded or delayed by the Client or his contractors so as to increase the amount or duration of the Services:26.(i)(ii)(iii)The Consultant shall inform the Client of the circumstances and probable effects.The increase shall be regarded as Additional Services.The time for completion of the Services shall be increased accordingly.CHANGE