菲迪克合同黄皮书全英文

CONDITIONS OF CONTRACT FOR PLANT AND DESIGN-BUILDFIRST EDITION 1999General Conditions1 General Provisions1.1 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 other legal entities, except where the context requires otherwise.1.1.1The Contract 1.1.1.1"Contract" means the Contract Agreement, the Letter of Acceptance, the Letter of Tender, these Conditions, the Employers Requirements, the Schedules, the Contractors Proposal, and the further documents (if any) which are listed in the Contract Agreement or in the Letter of Acceptance.1.1.1.2"Contract Agreement" means the Contract Agreement (if any) referred to in Sub-Clause1.6 Contract Agreement.1.1.1.3"Letter of Acceptance" means the letter of formal acceptance, signed by the Employer, of the Letter of Tender, including any annexed memoranda comprising agreements between and signed by both Parties. If there is no such Letter of Acceptance, the expression "Letter of Acceptance" means the Contract Agreement and the date of issuing or receiving the Letter of Acceptance means the date of signing the Contract Agreement.1.1.1.4"Letter of Tender" means the document entitled Letter of Tender, which was completed by the Contractor and includes the signed offer to the Employer for the Works.1.1.1.5 "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.1.1.1.6"Schedules" means the document(s) entitled Schedules, completed by the Contractor and submitted with the Letter of Tender, as included in the Contract. Such document may include data, lists and Schedules of payments and/or prices.1.1.1.7"Contractors Proposal" means the document entitled proposal, which the Contractor submitted with the Letter of Tender, as included in the Contract. Such document may include the Contractors preliminary design.1.1.1.8"Tender" means the Letter of Tender and all other documents which the Contractor submitted with the Letter of Tender, as included in the Contract.1.1.1.9"Appendix to Tender" means the completed pages entitled Appendix to Tender which are appended to and form part of the Letter of Tender.1.1.1.10"Schedule of Guarantees" and "Schedule of Payments" mean the documents so named (if any) which are comprised in the Schedules.1.1.2Parties 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 Appendix to Tender and the legal successors in title to this person.1.1.2.3 "Contractor" means the person(s) named as Contractor in the Letter of Tender accepted by the Employer and the legal successors in title to this person(s).1.1.2.4"Engineer" means the person appointed by the Employer to act as the Engineer for the purposes of the Contract and named in the Appendix to Tender, or other person appointed from time to time by the Employer and notified to the Contractor under Sub-Clause3.4 Replacement of the Engineer.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-Clause4.3 Contractors Representative, who acts on behalf of the Contractor.1.1.2.6"Employers Personnel" means the Engineer, the assistants referred to in Sub-Clause3.2 Delegation by the Engineer and all other staff, labour and other employees of the Engineer and of the Employer; and any other personnel notified to the Contractor, by the Employer or the Engineer, as Employers Personnel.1.1.2.7"Contractors Personnel" means the Contractors Representative and all personnel whom the Contractor utilises on Site, who may include 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 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-Clause20.2 Appointment of the Dispute Adjudication Board or Sub-Clause20.3 Failure to Agree Dispute Adjudication Board.1.1.2.10"FIDIC" means the Fdration Internationale des Ingnieurs-Conseils, the international federation of consulting engineers.1.1.3Dates, 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-Clause8.1 Commencement of Works.1.1.3.3"Time for Completion" means the time for completing the Works or a Section (as the case may be) under Sub-Clause8.2 Time for Completion, as stated in the Appendix to Tender (with any extension under Sub-Clause8.4 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 Clause9 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 Clause10 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 Clause12 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-Clause11.1 Completion of Outstanding Work and Remedying Defects, as stated in the Appendix to Tender (with any extension under Sub-Clause11.3 Extension of Defects Notification Period), calculated from the date on which the Works or Section is completed as certified under Sub-Clause10.1 Taking Over of the Works and Sections.1.1.3.8"Performance Certificate" means the certificate issued under Sub-Clause11.9 Performance Certificate.1.1.3.9"day" means a calendar day and "year" means 365 days.1.1.4Money and Payments1.1.4.1"Accepted Contract Amount" means the amount accepted in the Letter of Acceptance for the design, execution and completion of the Works and the remedying of any defects.1.1.4.2"Contract Price" means the price defined in Sub-Clause14.1 The Contract Price, and includes adjustments in accordance with the Contract.1.1.4.3"Cost" means all expenditure reasonably incurred (or to be incurred) by the Contractor, whether on or off the Site, including overhead and similar charges, but does not include profit.1.1.4.4"Final Payment Certificate" means the payment certificate issued under Sub-Clause14.13 Issue of Final Payment Certificate.1.1.4.5"Final Statement" means the Statement defined in Sub-Clause14.11 Application for Final Payment Certificate.1.1.4.6"Foreign Currency" means a currency in which part (or all) of the Contract Price is payable, but not the Local Currency.1.1.4.7 "Interim Payment Certificate" means a payment certificate issued under Clause14 Contract Price and Payment, other than the Final Payment Certificate.1.1.4.8"Local Currency" means the currency of the Country.1.1.4.9"Payment Certificate" means a payment certificate issued under Clause14 Contract Price and Payment.1.1.4.10"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 services under Sub-Clause13.5 Provisional Sums.1.1.4.11"Retention Money" means the accumulated Retention Moneys which the Employer retains under Sub-Clause14.3 Application for Interim Payment Certificates and pays under Sub-Clause14.9 Payment of Retention Money.1.1.4.12"Statement" means a Statement submitted by the Contractor as part of an application, under Clause14 Contract Price and Payment, for a payment certificate.1.1.5Works 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. However, 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"Materials" 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 Contractor 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 Appendix to Tender as a Section (if any).1.1.5.7"Temporary Works" means all Temporary Works of 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.1.1.6Other Definitions1.1.6.1"Contractors Documents" 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-Clause5.2 Contractors Documents.1.1.6.2 "Country" means the Country in which the Site (or most 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 include Plant which has not been taken over by the Employer.1.1.6.4"Force Majeure" is defined in Clause19 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 "Performance Security" means the security (or securities, if any) under Sub-Clause4.2 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 part of the Site. 1.1.6.8"Unforeseeable" means not reasonably foreseeable by an experienced Contractor by the date for submission of the Tender.1.1.6.9"Variation" means any change to the Employers Requirements or the Works, which is instructed or approved as a Variation under Clause13 Variations and Adjustments.1.2 Interpretation In the Contract, except where the context requires otherwise:(a) words indicating one gender include 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-written, 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 Communications Wherever these Conditions provide for the giving or issuing of approvals, certificates, 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 Appendix to Tender; and(b) delivered, sent or transmitted to the address for the recipients communications as stated in the Appendix to Tender. 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 consent, 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. When a certificate is issued to a Party, the certifier shall send a copy to the other Party. When a notice is issued to a Party, by the other Party or the Engineer, a copy shall be sent to the Engineer or the other Party, as the case may be.1.4 Law and LanguageThe Contract shall be governed by the law of the Country (or other jurisdiction) stated in the Appendix to Tender.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 Appendix to Tender shall prevail.The language for communications shall be that stated in the Appendix to Tender. If no language is stated 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 purposes of interpretation, the priority of the documents shall be in accordance with the following sequence:(a) the Contract Agreement (if any),(b) the Letter of Acceptance,(c) the Letter of Tender,(d) the Particular Conditions,(e) these General Conditions,(f) the Employers Requirements,(g) the Schedules, and(h) the Contractors Proposal and any other documents forming part of the Contract.If an ambiguity or discrepancy is found in the documents, the Engineer shall issue any necessary clarification or instruction.1.6 Contract AgreementThe Parties shall enter into a Contract Agreement within 28 days after the Contractor receives the Letter of Acceptance, unless they agree otherwise. The Contract Agreement shall be based upon the form annexed to the Particular Conditions. 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 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 its right to any moneys due, or to become due, 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 Engineer six copies of each of the Contractors 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 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 Errors in the Employers RequirementsIf the Contractor suffers delay and/or incurs Cost as a result of an error in the Employers Requirements, and an experienced Contractor exercising due care would not have discovered the error when scrutinising the Employers Requirements under Sub-Clause5.1 General Design Obligations, the Contractor shall give notice to the Engineer and shall be entitled subject to Sub-Clause20.1 Contractors Claims to:(a) an extension of time for any such delay, if completion is or will be delayed, under Sub-Clause8.4 Extension of Time for Completion, and(b) payment of any such Cost plus reasonable profit, which shall be included in the Contract Price.After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause3.5 Determinations to agree or determine (i) whether and (if so) to what extent the error could not reasonably have been so discovered, and (ii) the matters described in sub-paragraphs (a) and (b) above related to this extent.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 deemed (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 life (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 purposes of completing, operating, maintaining, altering, adjusting, repairing and demolishing the Works, 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 and 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 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 the 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 disclose all such confidential and other information as the Engineer 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 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, and any other permissions described in the Employers Requirements as having been (or being) obtained by the Employer; and the Employer shall indemnify and hold the Contractor harmles