FIDIC设计采购施工(EPC)交钥匙工程合同条件(英

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1、General ConditionsGeneral Conditions1.1 DefinitionsIn the Conditions of Contract (“These Conditions”), which include Particular Conditions and these General Conditions, the following words and expressions shall have the meanings stated. Words indicating persons or parties include corporations and ot

2、her legal entities, except where the context requires otherwise.1.1.1 The Contract1.1.1.1 “Contract” means the 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

3、 contract agreement referred to in Sub-Clause 1.6 Contract Agreement, including any annexed memoranda.1.1.1.3 “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

4、. Such document specifies the purpose, scope, and/or design and/or other technical criteria, for the Works.1.1.1.4 “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, i

5、f so submitted), as included in the Contract.1.1.1.5 “Performance Guarantees” and “Schedule of Payments” mean 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 t

6、he person named as employer in the Contract Agreement and the legal successors in title to this person.1.1.2.3 “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

7、by the Employer in the Contract or appointed from time to time by the Employer under Sub-Clause 3.1 The Employers 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 Con

8、tractor under Sub-Clause 4.3 Contractors Representative, who acts on behalf of the Contractor.1.1.2.6 “Employers 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 an

9、d of the Employers Representative; and any other personnel notified to the Contractor, by the Employer or 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

10、the staff, labour and other employees of the Contractor and of each Subcontractor; and any other personnel 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

11、of the Works, and the legal successors in title to each of these persons.1.1.2.9 “DAB” means the person or 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

12、 Board.1.1.2.10 “FIDIC” means the Federation Internationale des Ingenieurs-Conseils, the International federation 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 D

13、ate” means the date notified under Sub-Clause 8.1 Commencement of Works, unless otherwise defined in the Contract 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 Co

14、nditions (with any extension under Sub-Clause 8.4 Extension of Time for Completion, calculated from the Commencement 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

15、 Tests on Completion before the Works or a Section (as the case may be) are taken over by the Employer.1.1.3.5 “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

16、which are carried out under Clause 12 Tests after Completion after the Works or a Section (as the case may 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

17、of Outstanding Work and Remedying Defects, as stated in the Particular Conditions (with any extension under 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 S

18、ections. If no such period is stated in the Particular Conditions, the period shall be one year.1.1.3.8 “Performance Certificate” means the certificate issued under Sub-Clause 11.9 Performance Certificate.1.1.3.9 “day” means a calendar day and “year” means 365 days.1.1.4 Money and Payments1.1.4.1 “C

19、ontract Price” means the agreed amount stated in the Contract Agreement for the design, execution and completion of the Works and remedying of any defects, and included adjustments (if any) in accordance with the Contract.1.1.4.2 “Cost” means all expenditure reasonably incurred (or to be incurred) b

20、y the Contractor, whether on or off the Site, including overhead and similar charges, but does not include profit.1.1.4.3 “Final Statement” means the statement defined in Sub-Clause 14.11 Application for Final Payment.1.1.4.4 “Foreign Currency” means a currency in which part of (or all) of the Contr

21、act Price is payable, but not the Local Currency.1.1.4.5 “Local Currency” means the currency of the Country.1.1.4.6 “Provisional Sum” means a sum (if any) which is specified in the Contract as a provisional sum, for the execution of any part of the Works or for the supply of plant, Materials or serv

22、ices under Sub-Clause 13.5 Provisional Sum.1.1.4.7 “Retention Money” means the accumulated retention moneys which the Employer retains under Sub-Clause 14.3 Application for Interim Payments and pays under Sub-Clause 14.9 Payment of Retention Money.1.1.4.8 “Statement” means a statement submitted by t

23、he Contractor as part of an applicatio0n for payment under Clause 14 Contract Price and Payment.1.1.5 Works and Goods1.1.5.1 “Contractors Equipment” means all apparatus, machinery, vehicles and other things required for the execution and completion of the Works and the remedying of any defects. Howe

24、ver, Contractors Equipment excludes Temporary Works, Employers Equipment (if any), Plant, Materials and any other things intended to form or forming part of the Permanent Works.1.1.5.2 “Goods” means Contractors Equipment, Materials, Plant and Temporary Works, or any of them as appropriate.1.1.5.3 “M

25、aterials” means things of all kinds (other than Plant) intended to form or forming part of the Permanent Works, including the supply-only materials (if any) to be supplied by the Contractor under the Contract.1.1.5.4 “Permanent Works” means the permanent works to be designed and executed by the Cont

26、ractor under the Contract.1.1.5.5 “Plant” means the apparatus, machinery and vehicles intended to form or forming part of the Permanent Works.1.1.5.6 “Section” means a part of the Works specified in the Particular Conditions as a Section (if any).1.1.5.7 “Temporary Works” means all temporary works o

27、f every kind (other than Contractors Equipment) required on Site for the execution and completion of the Permanent Works and the remedying of any defects.1.1.5.8 “Works” mean the Permanent Works and the Temporary Works, or either of them as appropriate.1.1.6 Other Definitions1.1.6.1 “Contractors Doc

28、uments” means the calculations, computer programs and other software, drawings, manuals, models and other documents of a technical nature supplied by the Contractor under the Contract; as described in Sub-Clause 5.2 Contractors Documents.1.1.6.2 “Country” means the country in which the Site (or most

29、 of it) is located, where the Permanent Works are to be executed.1.1.6.3 “Employers Equipment” means the apparatus, machinery and vehicles (if any) made available by the Employer for the use of the Contractor in the execution of the Works, as stated in the Employers Requirements; but does not includ

30、e Plant which has not been taken over by the Employer.1.1.6.4 “Force Majeure” is defined in Clause 19 Force Majeure.1.1.6.5 “Laws” means all national (or state) legislation, statutes, ordinances and other laws, and regulations and by-laws of any legally constituted public authority.1.1.6.6 “Performa

31、nce Security” means the security (or securities, if any) under Sub-Clause 4.2 Performance Security.1.1.6.7 “Site” means the places where the Permanent Works are to be executed and to which Plant and Materials are to be delivered, and any other places as may be specified in the Contract as forming pa

32、rt of the Site.1.1.6.8 “Variation” means any change to the Employers Requirements or the Works, which is instructed or approved as a variation under Clause 13 (Variations and Adjustments).1.2 InterpretationIn the Contract, Except where the context requires otherwise:(a) Words indicating one gender i

33、nclude all genders;(b) Words indicating the singular also include the plural and words indicating the plural also include the singular;(c) Provisions including the word “agree”, “agreed” or “agreement” require the agreement to be recorded in writing, and(d) “Written” or “in writing” means hand-writt

34、en, type-written, printed or electronically made, and resulting in a permanent record.The marginal words and other headings shall not be taken into consideration in the interpretation of these conditions.1.3 CommunicationsWherever these Conditions provide for giving or issuing of approvals, certific

35、ates, consents, determinations, notices and requests, these communications shall be:(a) in writing and delivered by hand (against receipt), sent by mail or courier, or transmitted using any of the agreed systems of electronic transmission as stated in the Particular Conditions; and(b) delivered, sen

36、t or transmitted to the address for the recipients communications as stated in the Contract. However:(i) if the recipient gives notice of another address, communications shall thereafter be delivered accordingly; and(ii) if the recipient has not stated otherwise when requesting an approval or consen

37、t, it may be sent to the address from which the request was issued.Approvals, certificates, consents and determinations shall not be unreasonably withheld or delayed.1.4 Law and LanguageThe Contract shall be governed by the law of the country (or other jurisdiction) stated in the Particular Conditio

38、ns.If there are versions of any part of the Contract which are written in more than one language, the version which is in the ruling language stated in the Particular Conditions shall prevail.The language for communications shall be that stated in the Particular Conditions. If no language is stated

39、there, the language for communications shall be the language in which the Contract (or most of it) is written.1.5 Priority of DocumentsThe documents forming the Contract are to be taken as mutually explanatory of one another. For the purpose of interpretation, the priority of the documents shall be

40、in accordance with the following sequence:(a) the Contract Agreement,(b) the Particular Conditions,(c) these General Conditions,(d) the Employers Requirements,(e) the Tender and any other documents forming part of the Contract.1.6 Contract AgreementThe Contract shall come into force and effect on th

41、e date stated in the Contract Agreement. The costs of stamp duties and similar charges (if any) imposed by law in connection with entry into the Contract Agreement shall be borne by the Employer.1.7 AssignmentNeither Party shall assign the whole or any part of the Contract or any benefit or interest

42、 in or under the Contract. However, either Party:(a) may assign the whole or any part with the prior agreement of the other Party, at the sole discretion of such other Party, and (b) may, as security in favour of a bank or financial institution, assign the right to any moneys due, or to become due,

43、under the Contract.1.8 Care and Supply of DocumentsEach of the Contractors Documents shall be in the custody and care of the Contractor, unless and until taken over by the Employer. Unless otherwise stated in the Contract, the Contractor shall supply to the Employer six copies of each of the Contrac

44、tors Documents.The Contractor shall keep, on the Site, a copy of the Contract, publications named in the Employers Requirements, the Contractors Documents, and Variations and other communications given under the Contract. The Employers Personnel shall have the right of access to all these documents

45、at all reasonable times.If a Party becomes aware of an error or defect of a technical nature in a document which was prepared for use in executing the Works, the Party shall promptly give notice to the other Party of such error or defect.1.9 ConfidentialityBoth Parties shall treat the details of the

46、 Contract as private and confidential, except to the extent necessary to carry out obligations under it or to comply with applicable Laws. The Contractor shall not publish, permit to be published, or disclose any particulars of the Works in any trade or technical paper or elsewhere without the previ

47、ous agreement of the Employer.1.10 Employers Use of Contractors DocumentsAs between the Parties, the Contractor shall retain the copyright and other intellectual property rights in the Contractors Documents and other design documents made by (or on behalf of) the Contractor.The Contractor shall be d

48、eemed (by signing the Contract) to give to the Employer a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the Contractors Documents, including making and using modifications of them. This licence shall:(a) apply throughout the actual or intended working li

49、fe (whichever is longer) of the relevant parts of the Works,(b) entitle any person in proper possession of the relevant part of the Works to copy, use and communicate the Contractors Documents for the purpose of completing, operating, maintaining, altering, adjusting, repairing and demolishing the W

50、orks, and(c) in the case of Contractors Documents which are in the form of computer programs and other software, permit their use on any computer on the Site and other places as envisaged by the Contract, including replacements of any computers supplied by the Contractor.The Contractors Documents an

51、d other design documents made by (or on behalf of) the Contractor shall not, without the Contractors consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.1.11 Contractors Use of Employers DocumentsAs

52、 between the Parties, the Employer shall retain the copyright and other intellectual property rights in the Employers Requirements and other documents made by (or on behalf of) the Employer. The Contractor may, at his cost, copy, use, and obtain communication of these documents for the purposes of t

53、he Contract.They shall not, without the Employers consent, be copied, used or communicated to a third party by the Contractor, except as necessary for the purposes of the Contract.1.12 Confidential DetailsThe Contractor shall not be required to disclose, to the Employer, any information which the Co

54、ntractor described in the Tender as being confidential. The Contractor shall disclose any other information which the Employer may reasonably require in order to verify the Contractors compliance with the Contract.1.13 Compliance with LawsThe Contractor shall, in performing the Contract, comply with

55、 applicable Laws. Unless otherwise stated in the Particular Conditions:(a) the Employer shall have obtained (or shall obtain) the planning, zoning or similar permission for the Permanent Works, any other permission described in the Employers Requirements as having been (or being) obtained by the Emp

56、loyer; and the Employer shall indemnify and hold the Contractor harmless against and from the consequences of any failure to do so; and(b) the Contractor shall give all notices, pay all taxes, duties and fees, and obtain all permits, licences and approvals, as required by the Laws in relation to the

57、 design, execution and completion of the Works and the remedying of any defects; and the Contractor shall indemnify and hold the Employer harmless against and from the consequences of any failure to do so.1.14 Joint and Several LiabilityIf the Contractor constitutes (under applicable Laws) a joint v

58、enture, consortium or other unincorporated grouping of two or more persons:(a) these persons shall be deemed to be jointly and severally liable to the Employer for the performance of the Contract;(b) these persons shall notify the Employer of their leader who shall have authority to bind the Contrac

59、tor and each of these persons; and(c) the Contractor shall not alter its composition or legal status without the prior consent of the Employer.2 The Employer2.1 Right of Access to the SiteThe Employer shall give the Contractor right of access to, and possession of, all parts of the Site within the t

60、ime (or times) stated in the Particular Conditions. The right and possession may not be exclusive to the Contractor. If, under the Contract, the Employer is required to give (to the Contractor) possession of any foundation, structure, plant or means of access, the Employer shall do so in the time an

61、d manner stated in the Employers Requirements. However, the Employer may withhold any such right or possession until the Performance Security has been received.If no such time is stated in the Particular Conditions, the Employer shall give the Contractor right of access to, and possession of, the si

62、te with effect from the Commencement Date.If the Contractor suffers delay and/or incurs Cost as a result a failure by the Employer to give any such right or possession within such time, the Contractor shall give notice to the Employer and shall be entitled subject to Sub-Clause 20.1 Contractors Clai

63、ms to:(a) an extension of time for such delay, if completion is or will be delayed, under Sub-Clause 8.4 Extension of Time for Completion, and (b) payment of such Cost plus reasonable profit, which shall be added to the Contract Price.After receiving this notice, the Employer shall proceed in accord

64、ance with Sub-Clause 3.5 Determinations to agree or determine these matters.However, if and to the extent that the Employers failure was caused by any error or delay by the Contractor, including an error in, or delay in the submission of, any of the Contractors Documents, the Contractor shall not be

65、 entitled to such extension of time, Cost or profit.2.2 Permits, Licences or ApprovalsThe Employer shall (where he is in a position to do so) provide reasonable assistance to the Contractor at the request of the Contractor:(a) by obtaining copies of the Laws of the Country which are relevant to the Contract but are not readily available, and(b) for the Contractors applications for any permits, licences or approvals required by the L