EPC交鑰匙項(xiàng)目合同條件條款 2

1、FIDIC 菲迪克Conditions of Contract for EPC/Turnkey Projects設(shè)計(jì)采購施工（設(shè)計(jì)采購施工（EPC）/ 交鑰匙工程合同條件交鑰匙工程合同條件Background 背景知識背景知識標(biāo)準(zhǔn)的合同條件能夠合理公平的在合同雙方之間分配風(fēng)險(xiǎn)和責(zé)任，明確規(guī)定了雙方的權(quán)利、義務(wù)，很大標(biāo)準(zhǔn)的合同條件能夠合理公平的在合同雙方之間分配風(fēng)險(xiǎn)和責(zé)任，明確規(guī)定了雙方的權(quán)利、義務(wù)，很大程度上避免了因不認(rèn)真履行合同造成的額外費(fèi)用支出和相關(guān)爭議。程度上避免了因不認(rèn)真履行合同造成的額外費(fèi)用支出和相關(guān)爭議。FIDICFIDIC作為國際上權(quán)威的咨詢工程師機(jī)構(gòu)，多年來所編寫的標(biāo)準(zhǔn)合同條件

2、是國際工程界幾十年來實(shí)踐經(jīng)作為國際上權(quán)威的咨詢工程師機(jī)構(gòu)，多年來所編寫的標(biāo)準(zhǔn)合同條件是國際工程界幾十年來實(shí)踐經(jīng)驗(yàn)的總結(jié)，公正的規(guī)定了合同各方的職責(zé)、權(quán)利和義務(wù)，程序嚴(yán)謹(jǐn)，可操作性強(qiáng)。如今已在工程建設(shè)、驗(yàn)的總結(jié)，公正的規(guī)定了合同各方的職責(zé)、權(quán)利和義務(wù)，程序嚴(yán)謹(jǐn)，可操作性強(qiáng)。如今已在工程建設(shè)、機(jī)械和電氣設(shè)備的提供等方面被廣泛使用。機(jī)械和電氣設(shè)備的提供等方面被廣泛使用。19131913年由歐洲三個(gè)國家年由歐洲三個(gè)國家的的咨詢工程師協(xié)會創(chuàng)立，咨詢工程師協(xié)會創(chuàng)立，19481948年英國加入，年英國加入，19531953年美國、加拿大、澳大利亞等國年美國、加拿大、澳大利亞等國加入。現(xiàn)總部設(shè)在瑞士的加入?，F(xiàn)

3、總部設(shè)在瑞士的日內(nèi)瓦日內(nèi)瓦。目前正式的成員國會員有。目前正式的成員國會員有6565個(gè)。中國工程咨詢協(xié)會個(gè)。中國工程咨詢協(xié)會19961996年代表中國參年代表中國參加了加了FIDICFIDIC，成為，成為FIDICFIDIC的正式成員國的正式成員國. .FIDIC合同條件的發(fā)展過程19571957FIDIC與國際房屋建筑和公共工程聯(lián)合會現(xiàn)在的歐洲國際建筑聯(lián)合會（FIEC）。在英國咨詢工程師聯(lián)合會（ACE）頒布的土木工程合同文件格式的基礎(chǔ)上出版了土木工程施工合同土木工程施工合同條件（國際）（第條件（國際）（第1 1版）（俗稱版）（俗稱“紅皮書紅皮書”），），常稱為FIDIC條件。該條件分為兩部分，

4、第一部分是通用合同條件，第二部分為專用合同條件。196319631977197719801980首次出版了適用于業(yè)主和承包商的機(jī)械與設(shè)備供應(yīng)和安裝的電氣與機(jī)械工程標(biāo)準(zhǔn)合同條件格電氣與機(jī)械工程標(biāo)準(zhǔn)合同條件格式式即黃皮書。FIDIC和歐洲國際建筑聯(lián)合會（FIEC）聯(lián)合編寫 Federation Internationale Europeenne de Federation Internationale Europeenne de la Construction(la Construction(巴黎)，這是紅皮書和第三版。出版了橘皮書設(shè)計(jì)設(shè)計(jì)- -建造和交鑰匙合同條件。建造和交鑰匙合同條件。黃皮書出

5、了第二版。同時(shí)出版的還有黃皮書第三版電氣與機(jī)械工程合同條件電氣與機(jī)械工程合同條件，分為三個(gè)獨(dú)立的部分：序言，通用條件和專用條件。19951995Page 419991999年年9 9月新版月新版FIDICFIDIC FIDIC出版了一套4本全新的標(biāo)準(zhǔn)合同條件：施工合同條件施工合同條件由業(yè)主設(shè)計(jì)的房屋和工程施工合同條件（Conditions of Contract for Consrtuction for Building and Engineering Works Designed by the Employer）-新紅皮書新紅皮書-承包商僅根據(jù)業(yè)主提供的圖紙資料進(jìn)行施工（承包商有時(shí)要根據(jù)要求

6、承擔(dān)結(jié)構(gòu)、機(jī)械和電氣部分的設(shè)計(jì)工作。）設(shè)備與設(shè)計(jì)設(shè)備與設(shè)計(jì)- -建造合同建造合同由承包商設(shè)計(jì)的電氣和機(jī)械設(shè)備安裝與民用和工程合同條件（Conditions of Contract for Plant and Designed-Build for Electrical and Mechanical Plant and Building and Engineering Works Designed by the Contractor）-新黃皮書新黃皮書-適合于傳統(tǒng)的“設(shè)計(jì)-招標(biāo)-建造”（Design-Bid-Construction）建設(shè)履行方式，適用于建設(shè)項(xiàng)目規(guī)模大、復(fù)雜程度高、承包商提供設(shè)計(jì)、

7、業(yè)主愿意將部分風(fēng)險(xiǎn)轉(zhuǎn)移給承包商的情況。 簡明合同格式簡明合同格式（Short Form of contract） 綠皮書綠皮書-投資金額相對較小的工程項(xiàng)目和投資金額相對較小的工程項(xiàng)目和建筑工程建筑工程。不需要進(jìn)行專業(yè)分包的相當(dāng)簡單或重復(fù)性的工程或者工期短的工程。EPC/EPC/交鑰匙項(xiàng)目合同條件交鑰匙項(xiàng)目合同條件（Conditions of Contract for EPC/Turnkey） 銀皮書銀皮書適用條件適用條件: : 私人投資項(xiàng)目，如私人投資項(xiàng)目，如BOTBOT項(xiàng)目（地下工程太多的工程除外）項(xiàng)目（地下工程太多的工程除外） 固定總價(jià)不變的交鑰匙合同，并按里程碑方式支付固定總價(jià)不變的交鑰

8、匙合同，并按里程碑方式支付 業(yè)主代表直接管理項(xiàng)目實(shí)施過程，采用較寬松的管理方式，業(yè)主代表直接管理項(xiàng)目實(shí)施過程，采用較寬松的管理方式，但嚴(yán)格竣工檢驗(yàn)和竣工后檢驗(yàn)，以保證完工項(xiàng)目的質(zhì)量但嚴(yán)格竣工檢驗(yàn)和竣工后檢驗(yàn)，以保證完工項(xiàng)目的質(zhì)量 項(xiàng)目風(fēng)險(xiǎn)大部分由承包商承擔(dān)，但業(yè)主愿意為此多付出一項(xiàng)目風(fēng)險(xiǎn)大部分由承包商承擔(dān)，但業(yè)主愿意為此多付出一定的費(fèi)用。定的費(fèi)用。General Conditions1 GENERAL PROVISIONS2 THE EMPLOYER3 EMPLOYERS ADMINIDTRATION4 THE CONTRACTOR5 DESIGN 6 STAFF AND LABOUR 7 P

9、LANT,MATERIALS AND WORKMANSHIP8 COMMENCEMENT, DELAYS AND SUSPENSION9 TEST ON COMPLETION10 EMPLOYERS TAKING-OVER11 DEFECTS LIABILITY12 TESTS AFTER COMPLETION13 VARIATIONS AND ADJUSTMENTS14 CONTRACT PRICE AND PAYMENT15 TERMINATION BY EMPLOYER16 SUSPENSION AND TERMINATION BY CONTRACTOR17 RISK AND RESPO

10、NSIBILITY18 INSURANCE19 FORCE MAJEURE20 CLAIMS, DISPUTES AND ARBITRATIONScheduleArticle 1 -2 P1 - P101Article 3 -5 P10 - P232 Article 6 -11 P23 - P383 Article 12 -16 P38 - P5244 Article 17 -20 P52 - P6651. General Provisions 1.1 Definitions In the Conditions of Contract (“These Conditions”), which i

11、nclude Particular Conditions and these General Conditions, the following words and expressions shall have the meanings stated. Words indicating persons or parties include corporations and other legal entities, except where the context requires otherwise.1.1.1 The Contract 1.1.1.1 “Contract” means th

12、e Contract Agreement, these Conditions, Employers Requirements, the Tender and the further documents (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

13、 “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

14、.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 the Employers Requirements, if so submitted), as included in the Contract.1.1.1.5 “Performance Guarantees” and “Schedule of Payments” mea

15、n 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.

16、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 Emp

17、loyers 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 under Sub-Clause 4.3 Contractors Representative, who acts on behalf of the Contractor.1.1.2.6 “Emp

18、loyers Personnel” means the Employers Representative, the assistants referred to in the Sub-Clause 3.2 Other Employers Personneland 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

19、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

20、 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

21、 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 Internationale des Ingenieurs-Conseils, the International fed

22、eration pf consulting engineers.1.1.3 Dates, Tests, 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 C

23、ontract 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 Extension of Time for Completion, calculated from the Co

24、mmencement 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

25、.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) which 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

26、 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 Outstanding Work and Remedying Defects, as stated in the Particular Conditions (with any extension unde

27、r Sub-Clause 11.3 Extension of Defects Notification Period), calculated from the date on which the Works or Section is completed 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.1.6 Statut

28、ory Obligations The Contractor shall comply with the laws of the countries where activities are performed. The Contractor shall give all notices and pay all fees and other charges in respect of Works. 1.4 Law The law of the Contract is stated in the Appendix.1.5 Communications Wherever provisions is

29、 made for the giving or issue of any notice, instruction, or other communication by any person, unless otherwise specified such communication shall be written in the language stated in the Appendix and shall not be unreasonably withheld or delayed.2. The Employer2.1 Provision of Site The Employer sh

30、all provide the Site and right of access thereto at the times stated in the Appendix.2.2 Permits and Licences The Employer shall, if requested by the Contractor, assist him in applying for permits, licences or approvals which are required for the Works.2.3 Employers Instructions The Contractoe shall

31、 comply with all instructions given by the Employer in respect of the Works including the suspension of all or part of the Works. 2.4 Approvals No approval or consent or absence of comment by the Employer or the Employers representative shall affect the Contractors obligations.3. Employers Represent

32、atives3.1 Authorised Person One of the Employers personnel shall have authority to act for him. This authorised person shall be as stated in the Appendix, or as otherwise notified by the Employer to the Contractor.3.2 Employers Representative The Employer may also appoint a firm or individual to car

33、ry out certain duties. The appointee may be named in the Appendix, or notified by the Employer to the Contractor from time to time. The Employer shall notify the Contractor of the delegated duties and authority of this Employers representative.4. The Contractor4.2 Contractors Representative The Cont

34、ractor shall submit to the Employer for consent the name and particulars of the person authorized to receive instructions on behalf of the Contractor. 4.1 General Obligations The Contractor shall carry out the Works properly and in accordance with the Contract. The Contractor shall provide all super

35、vision, labour, Materials, Plant and Contractors Equipment which may be required. All Materials and Plant on Site shall be deemed to be the property of the Employer.4.3 Subcontracting The Contractor shall not subcontract the whole of the Works. The Contractor shall not subcontract any part of the Wo

36、rks without the consent of the Employer.4.4 Performance Security If stated in the Appendix, the Contractor shall deliver to the Employer within 14 days of the Commencement Date a performance security in a form and from a third party approved by the Employer.履約擔(dān)保如果附錄中已規(guī)定，承包商應(yīng)在開工日期算起的14天內(nèi)，向雇主提交一份由雇主批準(zhǔn)

37、的第三方按批準(zhǔn)的格式出具的履約擔(dān)保函。5. Design by Contractor 5.1 Contractors Design The Contractor shall carry out design to the extent specified, as referred to in the Appendix. The Contractor shall promptly submit to the Employer all designs prepared by him. Within 14 days of receipt the Employer shall notify any c

38、omments or, if the design submitted is not in accordance with the Contract, shall reject it stating the reasons. The Contractor shall not contract any element of the permanent work designed by him within 14 days after the design has been submitted to the Employer or where the design for that element

39、 has been rejected. Design that has been rejected shall be promptly amended and resubmitted. The Contractor shall resubmit all designs commented on taking these comments into account as necessary. Design that has been rejected shall be promptly amended and resubmitted. The Contractor shall resubmit

40、all designs commented on taking these comments into account as necessary.5.2 Responsibility for Design The Contractor shall remain responsible for his tendered design under this Clause, both of which shall be fit for the intended purposes defined in the Contract and he shall also remain responsible

41、for any infringement of any patent or copyright in respect of the same. The Employer shall be responsible for the Specification and Drawings.6. Employers LiabilitiesIn this Contract, Employers Liabilities mean: a) war, hostilities(whether war be declared or not), invasion, act of foreign enemies, wi

42、thin the Country,b) rebellion, terrorism, revolution ,insurrection, military or usurped power, or civil war, within the Country,c) riot, commotion or disorder by persons other than the Contractors personnel and other employees, affecting the Site and/or the Works, d) ionising radiations, or contamin

43、ation by radio-activity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, hazardous properties of any explosive nuclear assembly or nuclear component of such an assembly, except to the extent to which the Contractor may be responsible

44、 for the use of any radio-active material e) pressure waves caused by aircraft or the other aerial devices traveling at sonic or supersonic speeds,f) use or occupation by the Employer or any part of the Works, except as may be specified in the Contract, g) design of any part of the Works by the Empl

45、oyers personnel or by others for whom the Employer is responsible, andh) any operation of the forces of nature affecting the Site and/or the Works, which was unforeseeable or against which an experienced contractor could not reasonably have been expected to take precautions.i) Force Majeure,j) a sus

46、pension under Sub-Clause 2.3 unless it is attributable to the Contractors failure,k) any failure of the Employer,l) physical obstructions or physical conditions other than climatic conditions, encountered on the Site during the performance of the Works, which obstructions or conditions were not reas

47、onably foreseeable by an experienced contractor and which the Contractor immediately notified to the Employer,wm) any delay or disruption caused by any Variation,wn) any change to the law of the Contract after the date of the Contractors offer as stated in the Agreement,wo) losses arising out of the

48、 Employers right to have the permanent work executed on, over, under, in or through any land, and to occupy this land for the permanent work, andwp) damage which is an unavoidable result of the Contractors obligations to execute the Works and to remedy any defects.7.1 Time for Completion7.1 Executio

49、n of the Works The Contractor shall commence the Works on the Commencement Date and shall proceed expeditiously and without delay and shall complete the Works within the Time for Completion. 7.2 ProgrammeWithin the time stated in the Appendix, the Contractor shall submit to the Employer a programme

50、for the Works in the form stated in the Appendix.7.3 Extension of Time Subject to Sub-Clause 10.3, the Contractor shall be entitled to an extension to the Time for Completion if he is or will be delayed by any of the Employers Liabilities.7.4 Late Completion If the Contractor fails to complete the W

51、orks within the Time for Completion, the Contractors only liability to the Employer for such failure shall be to pay the amount stated in the Appendix for each day for which he fails to complete the Works.8. Taking-Over8.1 Completion The Contractor may notify the Employer when he considers that the

52、Works are complete.8.2 Taking-Over Notice lThe Employer shall notify the Contractor when he considers that the Contractor has completed the Works stating the date accordingly. Alternatively, the Employer may notify the Contractor that the Works, although not fully complete, are ready for taking over

53、, stating the date accordingly.lThe Employer shall take over the Works upon the issue of this notice. The Contractor shall promptly complete any outstanding work and, subject to Clause 9, clear the Site.9. Remedying Defects9.1 Remedying Defects vThe Employer may at any time prior to the expiry of th

54、e period stated in the Appendix, notify the Contractor of any defects or outstanding work. The Contractor shall remedy at no cost to the Employer any defects due to the Contractors design, Materials, Plant or workmanship not being in accordance with the Contract.vThe cost of remedying defects attrib

55、utable to any other cause shall be valued as a Variation. Failure to remedy any defects or complete outstanding work within a reasonable time of the Employers notice shall entitle the Employer to carry out all necessary work at the Contractors cost.9.2 Uncovering and Testing The Employer may give in

56、struction as to the uncovering and/or testing of any work. Unless as a result of any uncovering and/or testing it is established that the Contractors design, Materials, Plant or workmanship are not in accordance with the Contract, the Contractor shall be paid for such uncovering and/or testing as a

57、Variation in accordance with Sub-Clause 10.2.10. Variation and Claims10.1 Right to Vary The Employer may instruct Variations.10.2 Valuation of Variations Variations shall be valued as follows: a) at a lump sum price agreed between the Parties, or b) where appropriate, at rates in the Contract, or c)

58、 in the absence of appropriate rates, the rates in the Contract shall be used as the basis for valuation, or failing whichd) at appropriate new rates, as may be agreed or which the Employer considers appropriate, or e) if the Employer so instructs, at day work rates set out in the Appendix for which

59、 the Contractor shall keep records of hours of labour and Contractors Equipment, and of Materials used.10.3 Early Warning A Party shall notify the other as soon as he is aware of any circumstance which may delay or disrupt the Works, or which may give rise to a claim for additional payment. The Cont

60、ractor shall take all reasonable steps to minimize these effects. The Contractors entitlement to extension to the Time for Completion or additional payment shall be limited to the time and payment which would have been due if had given prompt notice and had taken all reasonable steps.10.4 Right to C