FIDIC銀皮書1999年（官方Word版）Conditions of Contract for EPC Turnkey Projects 1999(銀皮書)

1、da4f650aad59d02f229f48d1467a80a0.pdf 099713-0002-02253-ny01.2185056.107/03/21 3:15 下午 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 editio

2、n 1999 isbn 2-88432-021-0 099713-0002-02253-ny01.2185056.1i07/03/21 3:15 下午 errata to the first edition, 1999 the following significant errata are corrected in this reprinting of the first edition of the epc/turnkey contract. several minor typographical errors and layout irregularities have also bee

3、n corrected. general provisions page 36in the title of sub-clause 14.2, delete “advanced” and substitute “advance”. page 54in the fifth 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,

4、delete each of the italicised acronyms “dab” and substitute the italicised “dispute adjudication board”. page 55in the third paragraph: 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 sub

5、stitute “member”. page 59in sub-paragraph (ii): delete “days” and substitute “days”; and in the third line, delete “an other” and substitute “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

6、 the end of the next paragraph, after “a decision shall have”, insert “been”. in the last sentence of clause 6, delete the comma after the 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 ann

7、exesdelete “ fidic”. errata to the first edition 1999.inside back cover general conditions contents 1general provisions.1 1.1definitions .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

8、.6 1.9confidentiality.6 1.10employers use of contractors documents.6 1.11contractors use of employers documents.6 1.12confidential details.7 099713-0002-02253-ny01.2185056.1ii07/03/21 3:15 下午 1.13compliance with laws.7 1.14joint and several liability.7 2the employer.7 2.1right of access to the site.

9、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 3.2other employers personnel.9 3.3delegated persons.9 3.4instructions .10 3.5determinations.10 4the contractor

10、 .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 out.13 4.8safety procedures .13 4.9quality assurance.13 4.10site data.13 4.11sufficiency of the contract price.14

11、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 4.18protection of the environment.15 4.19electricity, water and gas.15 4.20employers equipment and free-issue material.1

12、5 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 5.3contractors undertaking .19 5.4technical standards and regulations.19 5.5training.19 5.6as-built documents .20 5.7oper

13、ation and maintenance manuals.20 5.8design error.20 099713-0002-02253-ny01.2185056.1iii07/03/21 3:15 下午 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 others.20 6.4labour laws.21 6.5working hours .21 6.6facilities

14、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 execution .22 7.2samples.22 7.3inspection.22 7.4testing .23

15、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.26 8.5delays caused by authorities .26 8.6rate of progress.26

16、 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 obligations.28 9.2delayed tests.29 9.3retesting.29 9.4failure to p

17、ass 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 099713-0002-02253-ny01.2185056.1iv07/03/21 3:15 下午 11.1completion of outstanding work and r

18、emedying 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 obligations.

19、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 13.4payme

20、nt 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 14.4schedule of pay

21、ments.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 of employ

22、ers 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 099713-0002-02253-ny01.2185056.1v07/03/21 3:15 下午

23、16suspension and termination by contractor.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 work

24、s.46 17.3employers risks.47 17.4consequences 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

25、 and damage to property.51 18.4insurance 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, payme

26、nt and release .53 19.7release from performance 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

27、settlement.57 20.6arbitration.57 20.7failure 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 099713-0002-02253-ny01.2185056.1vi07/03/21 3:15 下午 d

28、efinitions listed alphabetically 1.1.3.1base date1.1.6.5laws 1.1.3.2commencement date1.1.4.5local 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 docum

29、ents1.1.6.6performance security 1.1.5.1contractors equipment1.1.5.4permanent works 1.1.2.7contractors 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 1.1.3.9day1.1.6.7si

30、te 1.1.3.7defects notification period1.1.4.8statement 1.1.2.2employer1.1.2.8subcontractor 1.1.6.3employers 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

31、1.1.2.10fidic1.1.3.4tests on completion 1.1.4.3final statement1.1.3.3time for completion 1.1.6.4force majeure1.1.6.8variation 1.1.1.4foreign currency1.1.5.8works 1.1.5.2goods1.1.3.9year 099713-0002-02253-ny01.2185056.107/03/21 3:15 下午 introductory note to first edition fidics red and yellow books (i

32、.e. standard forms of contract for works of civil engineering construction and for electrical and mechanical works) have been in widespread use for several decades, and have been recognised - among other things - for their principles of balanced risk sharing between the employer and the contractor.

33、these risk sharing principles have been beneficial for both parties, the employer signing a contract at a lower price and only having further costs when particular unusual risks actually eventuate, and the contractor avoiding pricing such risks which are not easy to evaluate. the principles of balan

34、ced risk sharing are continued in the new “construction” and “plant and design-build” books. during recent years it has been noticed that much 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

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

36、projects costs to the employer than is allowed for under the allocation of risks provided for by fidics traditional forms of contracts. often the construction project (the epc - engineer, procure, construct - contract) is only one part of a complicated commercial venture, and financial or other fail

37、ure of this construction project will jeopardize the whole venture. for such projects it is necessary for the contractor to assume responsibility 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 aske

38、d to cover such risks as the occurrence of poor or unexpected ground conditions, and that what is set out in the requirements prepared by the 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 opportunit

39、y to obtain and consider all relevant information before the contractor is asked to sign on a fixed contract price. the employer must also realize that asking responsible contractors to price such risks will increase the construction cost and result in some projects not being commercially viable. ev

40、en 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 majeure, and it is always possible, and sometimes advisable, for the parties to discuss other risk sharing arrangements before entering into the contract. in th

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

42、allocation of all risks between the various contracts forming the total package. apart from the more recent and rapid development of privately financed projects demanding contract terms ensuring increased certainty of price, time and performance, it has long been apparent that many employers, partic

43、ularly in the public sector, in a wide range of countries have demanded similar contract terms, at least for turnkey contracts. they have often 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

44、contractor, thus effectively removing fidics traditional principles of balanced risk sharing. this need of many employers has not gone unnoticed, 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 su

45、ch contracts, the employer does not have to attempt to alter a standard form intended for another risk arrangement, and the contractor is fully 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/

46、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 projects, both large and smaller, particularly e peter l booen (principal drafter), gibb ltd, uk; hermann bayerlein, fichtner, germany; christopher r seppala (

47、legal adviser), white and jos f speziale, iatasa, argentina. the preparation was carried out under the general direction of the fidic contracts committee which comprised john b bowcock, consulting engineer, uk (chairman); michael mortimer-hawkins, swedpower, sweden; and axel-volkmar jaeger, schmidt

48、reuter partner, germany; together with k b (tony) norris as special adviser. drafts were reviewed by many persons and organisations, including those listed below. their comments were duly studied by the update task group and, where considered appropriate, have influenced the wording of the clauses.

49、mushtaq ahmad, nespak, pakistan; peter batty, post buckley international, usa; roeland bertrams, clifford chance, netherlands; charles g borthwick, swedpower, sweden; manfred breege, lahmeyer international, germany; pablo bueno, typsa, spain; nael g bunni, consulting engineer, ireland; ian fraser, b

50、eca carter hollings roy goode, oxford university, uk; dan w graham, bristows cooke mark griffiths, griffiths geoffrey f hawker, consulting engineer, uk; hesse poul e hvilsted, elsamprojekt, denmark; lennart iwar, lindahl, sweden; gordon l jaynes, whitman breed abbott tonny jensen (chairman of fidic

51、quality management committee), cowi, denmark; martin klapper, hopgood and ganim, australia; philip loots neil mccole, merz and mclellan, uk; matthew needham-laing, victoria russell j gordon rees, binnie black tim reynolds, constant david r wightman the association of japanese consulting engineers; t

52、he construction industry authority of the philippines; the dutch vereniging voor bouwrecht; the european international contractors (eic); organisme de liaison industries metalliques europeennes (orgalime); the international association of dredging contractors; the international bar association; the

53、asian development bank; and the world bank. acknowledgement of reviewers does not mean that such persons or organizations approve of the wording of all clauses. in particular, eic and orgalime have expressed reservations about some clauses of this epc contract. fidic wishes to record its appreciatio

54、n of the time and effort devoted by all the above. the ultimate decision on the form and content of the document rests with fidic. 099713-0002-02253-ny01.2185056.107/03/21 3:15 下午 foreword the fdration internationale des ingnieurs-conseils (fidic) published, in 1999, first editions of four new stand

55、ard 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. under the usual arrangements for this type of contract, the contractor constructs the works in accordance with a de

56、sign 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 and design-build, which are recommended for the provision of electrical and/or mechanical plant, and for the de

57、sign 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 requirements, plant and/or other works; which may include any combination of civil, mechanical, electrical and/or constru

58、ction 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 an infrastructure project or other type of development, where (i) a higher degree of certainty of final price

59、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 for turnkey projects, the contractor carries out all the engineering, procurement and construction (epc): provid

60、ing 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 value. depending on the type of work and the circumstances, this form may also be suitable for contracts of greate