Silver 2017-1-5.pdf

part of the Contract which are written in more than one language, the version which is in the ruling language shall prevail. The language for communications shall be that stated in the Contract Data. If no language is stated there, the language for communications shall be the ruling language of the...

part of the Contract which are written in more than one language, the version which is in the ruling language shall prevail. The language for communications shall be that stated in the Contract Data. If no language is stated there, the language for communications shall be the ruling language of the Contract. 1.5 Priority of Documents The documents forming the Contract are to be taken as mutually explanatory of one another. If there is any conflict, ambiguity or discrepancy, the priority of the documents shall be in accordance with the following sequence: (a) (e) rg .o ic d fi. w w w T A E L A S R O F L A N I G IR O E L B A T IN R P T O N D N A E S U T C A R T N O C R O F T O N m r fo t la p is x e N is x e L e th in h it w n o ti u b rit s i d r o f d e t c rit s e r s i t n e m u c o d S M R O F the Particular Conditions Part B – Special Provisions; these General Conditions; the Employer’s Requirements; (f) the Schedules; (g) the Tender; (h) the JV Undertaking (if the Contractor is a JV); and (i) any other documents forming part of the Contract. If a Party finds an ambiguity or discrepancy in the documents, that Party shall promptly give a Notice to the other Party, describing the ambiguity or discrepancy. After giving or receiving such Notice, the Employer shall issue the necessary clarification or instruction. 1.6 Contract Agreement The Contract shall come into full force 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. If the Contractor comprises a JV, the authorised representative of each member of the JV shall sign the Contract Agreement. 1.7 Neither Party shall assign the whole or any part of the Contract or any benefit or interest in or under the Contract. However, either Party: Assignment (a) may assign the whole or any part of the Contract 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 Party’s right to any moneys due, or to become due, under the Contract without the prior agreement of the other Party. 1.8 Care and Supply of Documents Each of the Contractor’s Documents shall be in the custody and care of the Contractor, unless and until submitted to the Employer. The Contractor shall supply to the Employer one paper-srcinal, one electronic copy (in the form as specified in the Employer’s Requirements or, if not stated, a form acceptable to the Employer) and additional paper copies (if any) as stated in the Contract Data of each of the Contractor’s Documents. is h T General Conditions © FIDIC 2017 E C N A D I U G the Contract Agreement; (b) the Particular Conditions Part A – Contract Data; (c) (d) L A R E N E G 9 S N IO T I D N O C (b) does not receive payment in accordance with Sub-Clause 14.7 [Payment]; or (c) becomes aware of a material change in the Employer’s financial arrangements of which the Contractor has not received a Notice under this Sub-Clause, the Contractor may request and the Employer shall, within 28 days after receiving this request, provide reasonable evidence that financial arrangements have been made and are being maintained which will enable the Employer to pay the part of the Contract Price remaining to be paid at that time (as estimated by the Employer). L A R E N E G E C N A D I U G 2.5 Site Data and Items of Reference rg .o ic d fi. w w w T A E L A S R O F L A N I G IR O E L B A T IN R P T O N D N A E S U T C A R T N O C R O F T O N m r fo t la p is x e N is x e L e th in h it w n o ti u b rit s i d r o f d e t c rit s e r s i t n e m u c o d The Employer shall have made available to the Contractor for information, before the Base Date, all relevant data in the Employer’s possession on the topography of the Site and on sub-surface, hydrological, climatic and environmental conditions at the Site. The Employer shall promptly make available to the Contractor all such data which comes into the Employer’s possession after the Base Date. The srcinal survey control points, lines and levels of reference (the “items of reference” in these Conditions)shall be specified in he t Employer’s Requirements. The Employer shall have no responsibility for the accuracy, sufficiency or completeness of such data and/or items of reference, except as stated in Sub-Clause 5.1 [General Design Obligations]. 2.6 Employer-Supplied Materials and Employer’s Equipment If Employer-Supplied Materials and/or Employer’s Equipment are listed in the Employer’s Requirements for the Contractor’s use in the execution of the Works, the Employer shall make such materials and/or equipment available to the Contractor in accordance with the details, times, arrangements, rates and prices stated in the Employer’s Requirements. The Contractor shall be responsible for each item of Employer’s Equipment whilst any of the Contractor’s Personnel is operating it, driving it, directing it, using it, or in control of it. 3 The Employer’s Administration 3.1 The Employer’s Representative The Employer shall appoint the Employer’s Representative who, except as otherwise stated in these Conditions, shall be deemed to act on the Employer’s behalf under the Contract. The Employer’s Representative shall be vested with, and (unless and until the Employer notifies the Contractor otherwise) shall be deemed to have, the full authority of the Employer under the Contract except in respect of Clause 15 [Termination by Employer]. The Employer’s Representative (or, if a legal entity, the natural person appointed to act on its behalf) shall: (a) carry out the duties assigned to him/her, and exercise the authority is h T General Conditions © FIDIC 2017 15 S M R O F S N IO T I D N O C L A R E N E G delegated to him/her, by the Employer; S N O I T I D N O C (b) (c) be competent to carry out these duties and exercise this authority; act as a skilled professional; and (d) be fluent in the ruling language defined in Sub-Clause 1.4 [ Language]. Law and Where the Employer’s Representative is a legal entity, the Employer’s Representative shall give a Notice to the Parties of the natural person (or any replacement) appointed and authorised to act on its behalf. The authority shall not take effect until this Not ice has been received by both Partie s. The Employer’s Representative shall similarly give a Notice of any revocation of such authority. E C N A D I U G If the Employer wishes to replace any person appointed as the Employer’s Representative, the Employer shall, not less than 14 days before the intended date of replacement, give a Notice to the Contractor of the replacement’s name, address, duties and authority, and of the date of appointment. S M R O F The Employer shall not replace the Employer’s Representative with a person (whether a legal entity or a natural person) against whom the Contractor has raised reasonable objection by a Notice under this Sub-Clause. rg .o ic d fi. w w w T A E L A S R O F L A N I G IR O E L B A T IN R P T O N D N A E S U T C A R T N O C R O F T O N m r fo t la p is x e N is x e L e th in h it w n o ti u b rit s i d r o f d e t c rit s e r s i t n e m u c o d 3.2 The Employer or the Employer’s Representative may from time to time assign duties and delegate authority to assistants, and may also revoke such assignment or delegation, by giving a Notice to the Contractor of the name, assigned duties and delegated authority of the assistant. The assignment, delegation or revocation shall not take effect until this Notice has been received by the Contractor. Other Employer’s Personnel However, the Employer’s Representative shall not delegate the authority to: (a) act under Sub-Clause 3.5 [ (b) Agreement or Determination ]; and/or issue a Notice to Correct under Sub-Clause 15.1 [ Notice to Correct]. Assistants shall be suitably qualified natural persons, who are competent to carry out these duties and exercise this authority, and who are fluent in the language for communications defined in Sub-Clause 1.4 [Law and Language]. 3.3 All persons, including the Employer’s Representative and assistants, to whom duties have been assigned or authority has been delegated by a Notice of delegation given under Sub-Clause 3.1 [ The Employer’s Representative] or Sub-Clause 3.2 [Other Employer’s Personnel] (as the case may be), shall only be authorised to issue instructions and communications and/or to give Notices to the Contractor to the extent defined by the Notice of delegation. Delegated Persons Any acceptance, agreement, approval, check, certificate, comment, consent, disapproval, examination, inspection, instruction, Notice, No-objection, record(s) of meeting, permission, proposal, record, reply, report, request, Review, test, valuation, or similar act (including the absence of any such act) by a delegated person, in accordance with the Notice of delegation, shall have the same effect as though the act had been an act of the Employer. However: (a) unless otherwise stated in the delegated person’s communication relating to such act, it shall not relieve the Contractor from any duty, is h T 16 © FIDIC 2017 Conditions of Contract for EPC/Turnkey Projects obligation or responsibility the Contractor has under or in connection with the Contract; and (b) if the Contractor questions any instruction, communication or Notice given by a delegated person, the Contractor may by giving a Notice refer the matter to the Employer. The Employer shall be deemed to have confirmed such instruction, communication or Notice if the Employer does not respond within 7 days after receiving the Contractor’s Notice, reversing or varying the delegated person’s instruction, communication or Notice. 3.4 The Employer may, through Employer’s ve or an assistant as be stated below, issue to thethe Contractor (atRepresentati any time) instructions which may necessary for the execution of the Works, all in accordance with the Contract. Each instruction shall state theobligation(s) to which it relates and theSub-Clause (or other term of the Contract) inwhich the obligation(s) are specified. Instructions The Contractor shall only take instructions from the Employer’s Representative or an assistant to whom the appropriate authority to give instruction has been delegated by a Notice given under Sub-Clause 3.2 [Other Employer’s Personnel]. rg .o ic d fi. w w w T A E L A S R O F L A N I G IR O E L B A T IN R P T O N D N A E S U T C A R T N O C R O F T O N m r fo t la p is x e N is x e L e th in h it w n o ti u b rit s i d r o f d e t c rit s e r s i t n e m u c o d Subject to the following provisions of this Sub-Clause, the Contractor shall comply with the instructions given by the Employer’s Representative or delegated assistant, on any matter related to the Contract. If an instruction states that it constitutes a Variation, Sub-Clause 13.3.1 [Variation by Instruction] shall apply. If not so stated, and the Contractor considers that the instruction: (a) constitutes a Variation (or involves work that is already part of an existing Variation); or (b) does not comply with applicable Laws or will reduce the safety of the Works or is technically impossible the Contractor shall immediately, and before commencing any work related to the instruction, give a Notice to the Employer with reasons. If the Employer does not respond within 7 days (or such other time as may be agreed between the Parties) after receiving this Notice, by giving a Notice confirming, reversing or varying the instruction, the Employer shall be deemed to have revoked the instruction. Otherwise the Contractor shall comply with and be bound by the terms of the Employer’s response. 3.5 Agreement or Determination When carrying out his/her duties under this Sub-Clause, the Employer’s Representative shall not be deemed to act for the Employer. Whenever these Conditions provide that the Employer’s Representative shall proceed under this Sub-Clause to agree or determine any matter or Claim, the following procedure shall apply: 3.5.1 Consultation to reach agreement The Employer’s Representative shall consult with both Parties jointly and/ or separately, and shall encourage discussion between the Parties in an endeavour to reach agreement. The Employer’s Representative shall commence such consultation promptly to allow adequate time to comply is h T General Conditions © FIDIC 2017 17 L A R E N E G E C N A D I U G S M R O F S N IO T I D N O C L A R E N E G with the time limit for agreement under Sub-Clause 3.5.3 [ Time limits]. Unless otherwise proposed by the Employer’s Representative and agreed by the Parties, the Employer’s Representative shall provide both Parties with a record of the consultation. S N O I T I D N O C If agreement is achieved within the time limit for agreement under Sub-Clause 3.5.3 [Time limits], the Employer’s Representative shall give a Notice to both Parties of the agreement, which agreement shall be signed by both Parties. This Notice shall state that it is a “Notice of the Parties’ Agreement” and shall include a copy of the agreement. E C N A D I U G If: (a) S M R O F no agreement is achieved within the time limit for agreement under Sub-Clause 3.5.3 [Time limits]; or (b) both Parties advise the Employer’s Representative that no agreement can be achieved within this time limit whichever is the earlier, the Employer’s Representative shall give a Notice to the Parties accordingly and shall immediately proceed under Sub-Clause 3.5.2 [Employer’s Representative’s determination]. 3.5.2 rg .o ic d fi. w w w T A E L A S R O F L A N I G IR O E L B A T IN R P T O N D N A E S U T C A R T N O C R O F T O N m r fo t la p is x e N is x e L e th in h it w n o ti u b rit s i d r o f d e t c rit s e r s i t n e m u c o d Employer’s Representative’s determination The Employer’ s Representativeshallmake a fair determinationof the matteror Claim, in accordance with the Contract, taking due regard of all relevant circumstances. Within the time limit for determination under Sub-Clause 3.5.3 [ Time limits], the Employer’s Representative shall give a Notice to both Parties of his/her determination. This Notice shall state that it is a “Notice of the Employer’s Representative’s Determination”, and shall describe the determination in detail with reasons and detailed supporting particulars. 3.5.3 Time limits The Employer’s Representative shall give the Notice of agreement, if agreement is achieved, within 42 days, or within such other time limit as may be proposed by the Employer’s Representative and agreed by both Parties (the “time limit for agreement” in these Conditions), after: (a) in the case of a matter to be agreed or determined (not a Claim), the date of commencement of the time limit for agreement as stated in the applicable Sub-Clause of these Conditions; (b) in the case of a Claim under sub-paragraph (c) of Sub-Clause 20.1 [Claims], the date the Employer’s Representative receives a Notice under Sub-Clause 20.1 from the claiming Party; or (c) in the case of a Claim under sub-paragraph (a) or (b) of Sub-Clause 20.1 [Claims], the date the Employer’s Representative receives: Fully Detailed Claim ]; or (i) a fully detailedClaim under Sub-Clause20.2.4 [ (ii) in the case of a Claim under Sub-Clause 20.2.6 [ Claims of continuing effect], an interim or final fully detailed Claim (as the case may be). The Employer’s Representative shall give the Notice of his/her determination within 42 days, or within such other time limit as may be proposed by the Employer’s Representative and agreed by both Parties, (the “time limit for determination” in these Conditions), after the date corresponding to his/ her obligation to proceed under the last paragraph of Sub-Clause 3.5.1 is h T 18 © FIDIC 2017 Conditions of Contract for EPC/Turnkey Projects