INTERNATIONAL FEDERATION OF CONSULTING

P I D I C                                    INTERNATIONAL FEDERATION OF CONSULTING ENGINEERS

CONDITIONS OF CONTRACT

 

FOR WORKS OF CIVIL

 

ENGINEERING CONSTRUCTION

PART I GENERAL CONDITIONS

WITH FORMS OF TENDER AND AGREEMENT

 FOURTH EDITION 1987

Reprinted 1988 with editorial amendments

Reprinted 1992 with further amendments

FOREWORD

The terms of the Fourth Edition of the Conditions of Contract for Works of Civil Engineering Construction have been prepared by the Federation Internationale des Ingenieurs Conseils (FIDIC) and are recommended for general use for the purpose of construction of such works where tenders are invited on an international basis. The Conditions, subject to minor modifications, are also suitable for use on domestic contracts.

The version in English of the Conditions is considered by FIDIC as the official and authentic text for the purpose of translation.

In the preparation of the Conditions it was recognised that while there are numerous Clauses which will be generally applicable there are some Clauses which must necessarily vary to take account of the circumstances and locality of the Works. The Clauses of general application have been grouped together in this document and are referred to as Part I - General Conditions. They have been printed in a form which will facilitate their inclusion as printed in the contract documents normally prepared.

The General Conditions are linked with the Conditions of Particular Application, referred to as Part II, by the corresponding numbering of the Clauses, so that Parts I and II together comprise the Conditions governing the rights and obligations of the parties.

Part II must be specially drafted to suit each individual Contract.

When dredging and certain types of reclamation work are involved special consideration must be given to Part II.

To assist in the preparation of Part II explanatory material and example clauses are published with the Conditions in a separately bound document entitled "Conditions of Contract for Works of Civil Engineering Construction, Part II -Conditions of Particular Application, with Guidelines for preparation of Part II Clauses, Fourth Edition".

FIDIC has published a "Guide to the Use of FIDIC Conditions of Contract for Works of Civil Engineering Construction" which includes comments on the provisions of the Fourth Edition of the Conditions. Users of the Fourth Edition may find it helpful to refer to this Guide.

It may also be helpful for users to refer to other FIDIC publications, such as:

Tendering Procedure (First Edition 1982)

Construction, Insurance and Law (1986)

FIDIC gratefully acknowledges the suggestions and comments it has received during the preparation of this edition from European International Contractors (EIC) as mandatory of Confederation of International Contractors Associations (CICA) with participation of Associated General Contractors of America (AGC).

CONTENTS

PART I: GENERAL CONDITIONS

Definitions and Interpretation

1.1   Definitions

1.2   Headings and Marginal Notes

1.3   Interpretation

1.4   Singular and Plural

1.5   Notices, Consents, Approvals, Certificates and Determinations

Engineer and Engineer's Representative

2.1   Engineer's Duties and Authority

2.2   Engineer's Representative

2.3   Engineer's Authority to Delegate

2.4   Appointment of Assistants

2.5   Instructions in Writing

2.6   Engineer to Act Impartially

Assignment and Subcontracting

3.1   Assignment of Contract

4.1   Subcontracting

4.2   Assignment of Subcontractors' Obligations

Contract Documents

5.1   Language/s and Law

5.2   Priority of Contract Documents

6.1   Custody and Supply of Drawings and Documents

6.2  One Copy of Drawings to be Kept on Site

6.3   Disruption of Progress

6.4  Delays and Cost of Delay of Drawings

6.5  Failure by Contractor to Submit Drawings

7.1   Supplementary Drawings and Instructions

7.2  Permanent Works Designed by Contractor

7.3   Responsibility Unaffected by Approval

General Obligations

8.1   Contractor's General Responsibilities

8.2   Site Operations and Methods of Construction 9.1   Contract Agreement

10.1   Performance Security

10.2   Period of Validity of Performance Security

10.3   Claims under Performance Security 11.1   Inspection of Site

12.1   Sufficiency of Tender

12.2   Not Foreseeable Physical Obstructions or Conditions 13.1   Work to be in Accordance with Contract

14.1   Programme to be Submitted

14.2  Revised Programme

14.3  Cash Flow Estimate to be Submitted

14.4   Contractor not Relieved of Duties or Responsibilities 15.1   Contractor's Superintendence

15.1   Contractor’s Superintendence.

16.1      Contractor's Employees

16.2      Engineer at Liberty to Object

17.1      Setting-out

18.1      Boreholes and Exploratory Excavation

19.1      Safety, Security and Protection of the Environment

19.2      Employer's Responsibilities

20.1      Care of Works

20.2      Responsibility to Rectify Loss or Damage

20.3      Loss or Damage Due to Employer's Risks

20.4      Employer's Risks

21.1      Insurance of Works and Contractor's Equipment

21.2      Scope of Cover

21.3      Responsibility for Amounts not Recovered

21.4      Exclusions

22.1      Damage to Persons and Property

22.2      Exceptions

22.3      Indemnity by Employer

23.1      Third Party Insurance (including Employer's Property)

23.2      Minimum Amount of Insurance

23.3      Cross Liabilities

24.1      Accident or Injury to Workmen

24.2      Insurance Against Accident to Workmen

25.1      Evidence and Terms of Insurances

25.2      Adequacy of Insurances

25.3      Remedy on Contractor's Failure to Insure

25.4      Compliance with Policy Conditions

26.1      Compliance with Statutes, Regulations

27.1      Fossils

28.1      Patent Rights

28.2      Royalties

29.1      Interference with Traffic and Adjoining Properties

30.1      Avoidance of Damage to Roads

30.2      Transport of Contractor's Equipment or Temporary Works

30.3      Transport of Materials or Plant

30.4      Waterbome Traffic

31.1      Opportunities for Other Contractors

31.2      Facilities for Other Contractors

32.1      Contractor to Keep Site Clear

33.1      Clearance of Site on Completion

        Labour

34.1      Engagement of Staff and Labour

35.1      Returns of Labour and Contractor's Equipment

        Materials, Plant and Workmanship

36.1      Quality of Materials, Plant and Workmanship

36.2      Cost of Samples

36.3      Cost of Tests

36.4      Cost of Tests not Provided for

36.5      Engineer's Determination where Tests not Provided for

37.1      Inspection of Operations

37.2      Inspection and Testing

37.3      Dates for Inspection and Testing

37.4      Rejection

37.5      Independent Inspection

38.1      Examination of Work before Covering up

38.2  Uncovering and Making Openings

39.1   Removal of Improper Work, Materials or Plant

39.2  Default of Contractor in Compliance

Suspension

40.1   Suspension of Work

40.2   Engineer's Determination following Suspension

40.3   Suspension lasting more than 84 Days

Commencement and Delays

41.1  Commencement of Works

42.1   Possession of Site and Access Thereto

42.2   Failure to Give Possession

42.3  Rights of Way and Facilities 43.1   Time for Completion

44.1   Extension of Time for Completion

44.2   Contractor to Provide Notification and Detailed Particulars

44.3   Interim Determination of Extension 45.1   Restriction on Working Hours 46.1   Rate of Progress

47.1   Liquidated Damages for Delay

47.2  Reduction of Liquidated Damages

48.1   Taking-Over Certificate

48.2  Taking-Over of Sections or Parts

48.3  Substantial Completion of Parts

48.4   Surfaces Requiring Reinstatement

Defects Liability

49.1   Defects Liability Period

49.2  Completion of Outstanding Work and Remedying Defects

49.3  Cost of Remedying Defects

49.4   Contractor's Failure to Carry Out Instructions 50.1   Contractor to Search

Alterations, Additions and Omissions

51.1   Variations

51.2   Instructions for Variations

52.1   Valuation of Variations

52.2  Power of Engineer to Fix Rates

52.3  Variations Exceeding 15 percent

52.4 Daywork

Procedure for Claims

53.1   Notice of Claims

53.2  Contemporary Records

53.3   Substantiation of Claims

53.4  Failure to Comply

53.5  Payment of Claims

Contractor's Equipment, Temporary Works and Materials

54.1   Contractor's Equipment, Temporary Works and Materials; Exclusive Use for the Works

54.2  Employer not Liable for Damage

54.3  Customs Clearance

54.4      Re-export of Contractor's Equipment

54.5      Conditions of Hire of Contractor's Equipment

54.6      Costs for the Purpose of Clause 63

54.7      Incorporation of Clause in Subcontracts

54.8      Approval of Materials not Implied

        Measurement

55.1      Quantities

56.1      Works to be Measured

57.1      Method of Measurement

57.2      Breakdown of Lump Sum Items

        Provisional Sums

58.1      Definition of "Provisional Sum"

58.2      Use of Provisional Sums

58.3      Production of Vouchers

        Nominated Subcontractors

59.1      Definition of "Nominated Subcontractors"

59.2      Nominated Subcontractors; Objection to Nomination

59.3      Design Requirements to be Expressly Stated

59.4      Payments to Nominated Subcontractors

59.5      Certification of Payments to Nominated Subcontractors

        Certificates and Payment

60.1      Monthly Statements

60.2      Monthly Payments

60.3      Payment of Retention Money

60.4      Correction of Certificates

60.5      Statement at Completion

60.6      Final Statement

60.7      Discharge

60.8      Final Payment Certificate

60.9      Cessation of Employer's Liability

60.10    Time for Payment

61.1      Approval only by Defects Liability Certificate

62.1      Defects Liability Certificate

62.2      Unfulfilled Obligations

        Remedies

63.1      Default of Contractor

63.2      Valuation at Date of Termination

63 3      Payment after Termination

63.4      Assignment of Benefit of Agreement

64.1      Urgent Remedial Work

        Special Risks

65.1      No Liability for Special Risks

65.2      Special Risks

65.3      Damage to Works by Special Risks

65.4      Projectile, Missile

65.5      Increased Costs arising from Special Risks

65.6      Outbreak of War

65.7      Removal of Contractor's Equipment on Termination

65.8      Payment if Contract Terminated

Release from Performance

66.1   Payment in Event of Release from Performance

Settlement of Disputes

67.1   Engineer's Decision

67.2   Amicable Settlement

67.3   Arbitration

67.4  Failure to Comply with Engineer's Decision

Notices

68.1   Notice to Contractor

68.2  Notice to Employer and Engineer

68.3  Change of Address

Default of Employer

69.1   Default of Employer

69.2  Removal of Contractor's Equipment

69.3  Payment on Termination

69.4   Contractor's Entitlement to Suspend Work

69.5  Resumption of Work

Changes in Cost and Legislation

70.1   Increase or Decrease of Cost

70.2   Subsequent Legislation

Currency and Rates of Exchange

71.1   Currency Restrictions

72.1   Rates of Exchange

72.2   Currency Proportions

72.3   Currencies of Payment for Provisional Sums

REFERENCE TO PART II

INDEX

TENDER

AGREEMENT

EDITORIAL AMENDMENTS IN 1988

FURTHER AMENDMENTS IN 1992

PART I - GENERAL CONDITIONS

Definitions and Interpretation

Definitions   

1.1   In the Contract (as hereinafter defined) the following words and expressions shall have the meanings hereby assigned to them, except where the context otherwise requires:

(a)   (i) "Employer" means the person named as such in Part II of these Conditions and the legal successors in title to such person, but not (except with the consent of the Contractor) any assignee of such person.

(ii)"Contractor" means the person whose tender has been accepted by the Employer and the legal successors in title to such person, but not (except with the consent of the Employer) any assignee of such person.

(iii) "Subcontractor" means any person named in the Contract as a Subcontractor for a part of the Works or any person to whom a part of the Works has been subcontracted with the consent of the Engineer and the legal successors in title to such person, but not any assignee of any such person.

(iv) "Engineer" means the person appointed by the Employer to act as Engineer for the purposes of the Contract and named as such in Part II of these Conditions.

(v) "Engineer's Representative" means a person appointed from time to time by the Engineer under Sub-Clause 2.2.

(b)   (i) "Contract" means these Conditions (Parts I and II), the Specification, the Drawings, the Bill of Quantities, the Tender, the Letter of Acceptance, the Contract Agreement (if completed) and such further documents as may be expressly incorporated in the Letter of Acceptance or Contract Agreement (if completed).

(ii) "Specification" means the specification of the Works included in the Contract and any modification thereof or addition thereto made under Clause 51 or submitted by the Contractor and approved by the Engineer.

(iii)"Drawings" means all drawings, calculations and technical information of a like nature provided by the Engineer to the Contractor under the Contract and all drawings, calculations, samples, patterns, models, operation and maintenance manuals and other technical information of a like nature submitted by the Contractor and approved by the Engineer.

(iv)"Bill of Quantities" means the priced and completed bill of quantities forming part of the Tender.

(v) "Tender" means the Contractor's priced offer to the Employer for the execution and completion of the Works and the remedying of any defects therein in accordance with the provisions of the Contract, as accepted by the Letter of Acceptance.

(vi) "Letter of Acceptance" means the formal acceptance by the Employer of the Tender.

(vii)"Contract Agreement" means the contract agreement (if any) referred to in Sub-Clause 9.1.

(viii) "Appendix to Tender" means the appendix comprised in the form of Tender annexed to these Conditions.

(c)   (i) "Commencement Date" means the date upon which the Contractor receives the notice to commence issued by the Engineer pursuant to Clause 41.

(ii)"Time for Completion" means the time for completing the execution of and passing the Tests on Completion of the Works or any Section or part thereof as stated in the Contract (or as extended under Clause 44) calculated from the Commencement Date.

(d)     (i) "rests on Completion" means the tests specified in the Contract or otherwise agreed by the Engineer and the Contractor which are to be made by the Contractor before the Works or any Section or part thereof are taken over by the Employer.

(ii) "Taking-Over Certificate" means a certificate issued pursuant to Clause 48.

(e)     (i) "Contract Price" means the sum stated in the Letter of Acceptance as payable to the Contractor for the execution and completion of the Works and the remedying of any defects therein in accordance with the provisions of the /Contract.

(ii) "Retention Money" means the aggregate of all monies retained by the Employer pursuant to Sub-Clause 60.2(a).

(iii) "Interim Payment Certificate" means any certificate of payment issued by the Engineer other than the Final Payment Certificate.

(iv) "Final Payment Certificate" means the certificate of payment issued by the Engineer pursuant to Sub-Clause 60.8.

(f)     (i) "Works" means the Permanent Works and the Temporary Works or either of them as appropriate.

(ii) "Permanent Works" means the permanent works to be executed (including Plant) in accordance with the Contract.

(iii) "Temporary Works" means all temporary works of every kind (other than Contractor's Equipment) required in or about the execution and completion of the Works and the remedying of any defects therein.

(iv) "Plant" means machinery, apparatus and the like intended to form or forming part of the Permanent Works.

(v) "Contractor's Equipment" means all appliances and things of whatsoever nature (other than Temporary Works) required for the execution and completion of the Works and the remedying of any defects therein, but does not include Plant, materials or other things intended to form or forming part of the Permanent Works.

(vi) "Section" means a part of the Works specifically identified in the Contract as a Section.

(vii) "Site" means the places provided by the Employer where the Works are to be executed and any other places as may be specifically designated in the Contract as forming part of the Site.

(g)     (i) "cost" means all expenditure properly incurred or to be incurred, whether on or off the Site, including overhead and other charges properly allocable thereto but does not include any allowance for profit.

(ii) "day" means calendar day.

(iii) "foreign currency" means a currency of a country other than that in which the Works are to be located.

(iv) "writing" means any hand-written, type-written, or printed communication, including telex, cable and facsimile transmission.

Headings and Marginal Notes

1.2           The headings and marginal notes in these Conditions shall not be deemed part thereof or be taken into consideration in the interpretation or construction thereof or of the Contract.

Interpretation

1.3   Words importing persons or parties shall include firms and corporations and any organisation having legal c                      apacity.

Singular and Plural

1.4   Words importing the singular only also include the plural and vice versa where the context requires.

Approvals, Certificates and Determinations Notices,Consents,

1.5     Wherever in the Contract provision is made for the giving or issue of any notice, consent, approval, certificate or determination by any person, unless otherwise specified such notice, consent, approval, certificate or determination shall be in writing and the words "notify", "certify" or "determine" shall be construed accordingly. Any such consent, approval, certificate or determination shall not unreasonably be withheld or delayed.

Engineer's Duties and Authority

Engineer's Representative Engineer's Authority to Delegate

Appointment of Assistants

Instructions in Writing

Engineer and Engineer's Representative

2. 1   (a) The Engineer shall carry out the duties specified in the Contract.

(b) The Engineer may exercise the authority specified in or necessarily to be implied from the Contract, provided, however, that if the Engineer is required, under the terms of his appointment by the Employer, to obtain the specific approval of the Employer before exercising any such authority, particulars of such requirements shall be set out in Part II of these Conditions. Provided further that any requisite approval shall be deemed to have been given by the Employer for any such authority exercised by the Engineer.

(c) Except as expressly stated in the Contract, the Engineer shall have no authority to relieve the Contractor of any of his obligations under the Contract.

2.2  The Engineer's Representative shall be appointed by and be responsible to the Engineer and shall carry out such duties and exercise such authority as may be delegated to him by the Engineer under Sub-Clause 2.3.

2.3  The Engineer may from time to time delegate to the Engineer's Representative any of the duties and authorities vested in the Engineer and he may at any time revoke such delegation. Any such delegation or revocation shall be in writing and shall not take effect until a copy thereof has been delivered to the Employer and the Contractor.

Any communication given by the Engineer's Representative to the Contractor in accordance with such delegation shall have the same effect as though it had been given by the Engineer. Provided that:

(a) any failure of the Engineer's Representative to disapprove any work, materials or Plant shall not prejudice the authority of the Engineer to disapprove such work, materials or Plant and to give instructions for the rectification thereof; and

(b) if the Contractor questions any communication of the Engineer's Representative he may refer the matter to the Engineer who shall confirm, reverse or vary the contents of such communication.

2.4   The Engineer or the Engineer's Representative may appoint any number of persons to assist the Engineer's Representative in the carrying out of his duties under Sub-Clause 2.2. He shall notify to the Contractor the names, duties and scope of authority of such persons. Such assistants shall have no authority to issue any instructions to the Contractor save in so far as such instructions may be necessary to enable them to carry out their duties and to secure their acceptance of materials, Plant or workmanship as being in accordance with the Contract, and any instructions given by any of them for those purposes shall be deemed to have been given by the Engineer's Representative.

2.5   Instructions given by the Engineer shall be in writing, provided that if for any reason the Engineer considers it necessary to give any such instruction orally, the Contractor shall comply with such instruction. Confirmation in writing of such oral instruction given by the Engineer, whether before or after the carrying out of the instruction, shall be deemed to be an instruction within the meaning of this Sub-Clause. Provided further that if the Contractor, within 7 days, confirms in writing to the Engineer any oral instruction of the Engineer and such confirmation is not contradicted in writing within 7 days by the Engineer, it shall be deemed to be an instruction of the Engineer.

© FIDIC 1987