FIDIC设计采购施工(EPC)合同条件(银皮书英文版)(共97页).doc

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1、精选优质文档-倾情为你奉上CONTENTS专心-专注-专业1 General Provisions1.1 Definitions In the Conditions of Contract (“these Conditions”), which include Particular Conditions and these General Conditions, the following words and expressions shall have the meaning stated. Words indicating persons or parties include corpor

2、ation and other legal entities, except where the context requires otherwise.1.1.1 The Contract 1.1.1.1 “Contract” means the Contract Agreement, these Conditions, the Employers Requirement, the Tender, and further document (if any) which are listed in the Contract Agreement.1.1.1.2 “Contract Agreemen

3、t” means the 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

4、the Contract. 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 Employers Require

5、ments, if 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”

6、 means the 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 perso

7、n named 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

8、 the Contractor Sub-Clause 4.3 the Contractors Representative, who acts on behalf of the Contractor.1.1.2.6 “Employers Personnel” means the Employers Representative, the assistants referred to in Sub-Clause 3.2 Other Employers Personnel and all other staff, labour and other employees of the Employer

9、 and 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 inclu

10、de 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 pa

11、rt 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 Adjudicat

12、ion Board.1.1.2.10 “FIDIC” means the Federation International des Ingenieurs-Conseils, the international federation of consulting engineers.1.1.3 Dates ,Test, 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

13、Date” 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 C

14、onditions (with any extension under Sub-Clause 8.4 Execution 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

15、 9 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) are specified in the Contract and whi

16、ch 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 of U

17、nderstanding Works 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 competed as certified under Sub-Clause 10.1 Taking Over of the Works and Sec

18、tions. 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 “Con

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

20、by 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 14.11Application for Final Payment.1.1.4.4 “Foreign Currency” means a currency in which part (or all) of the Contract

21、 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, Material or services

22、 under Sub-Clause 13.5 Provisional Sums.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 the

23、Contractor as part of an application 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 remedying of any defects. However, Con

24、tractors 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

25、” 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 u

26、nder 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 of every

27、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” means the Permanent Works and the Temporary Works, or either of them as appropriate.1.1.6 Other Definitions1.1.6.1 “Contractors Documents”

28、 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 of it)

29、 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

30、 which has not been taken over by the Employer.1.1.6.4 “Fore Majeure” is defined in Clause 19 Fore 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 Secur

31、ity” 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 part of the

32、 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 Variation and Adjustment.1.2 InterpretationIn the Contract, except where the context requires otherwise:(a) Words indicating one gender include all ge

33、nders;(b) Words indicating the singular also include the plural and words indicating 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 writin

34、g” 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 CommunicationsWherever these Conditions provide for the giving or issuing

35、 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 agreed systems of electronic transmission as stated in the Particular Conditions; and

36、(b) delivered, sent 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

37、approval or consent, it may be sent to the address from which the request was issued.Approval, 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 Pa

38、rticular Conditions.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 la

39、nguage 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 DocumentThe documents forming the Contract are to be taken as mutually explanatory of one another. For the purposes of interpretation, the priority of the do

40、cuments shall be 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 other documents forming part of the Contract .1.6 Contract AgreementThe Contract shall come into full for

41、ce and effect on the 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

42、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 favor of a bank or financial institution, assign its right to any moneys due, o

43、r to become due, under the Contract.1.8 Care and Supply of DocumentEach 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 eac

44、h 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

45、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 ConfidentialityBoth Parties shall treat t

46、he details of the 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 punished, or disclose any particulars of the Works in any trade or technical paper or elsewhere w

47、ithout the previous 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 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