Conditions of Contract
for CONSTRUCTION
FOR BUILDING AND ENGINEERING WORKSDESIGNED BY THE EMPLOYER

Multilateral Development Bank Harmonised Edition
June 2010

General Conditions
This publication is exclusive for use as provided under a Licence
Agreement between a Participating Bank and FIDIC, and, consequently,
no part of this publication may be reproduced, translated, adapted, stored
in a retrieval system or communicated, in any form or by any means,
whether mechanical, electronic, magnetic, photocopying, recording orotherwise, without prior permission in writing from FIDIC. To request suchpermission, please contact: FIDIC, Case Postale 311, CH-1215 Geneva
15, Switzerland; Tel. +41 22 799 49 00; Fax +41 22 799 49 01; E-mail:fidic@fidic.org. FIDIC is not responsible for the accuracy or completenessof translations of this publication unless such translation explicitly
indicates otherwise.

FEDERATION INTERNATIONALE DES INGENIEURS-CONSEILSINTERNATIONAL FEDERATION OF CONSULTING ENGINEERS
INTERNATIONALE VEREINIGUNG BERATENDER INGENIEURE
FEDERACION INTERNACIONAL DE INGENIEROS CONSULTORESGeneral Conditions
CONTENTS

Definitions listed alphabetically
GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15

Definitions
Interpretation
Communications
Law and Language
Priority of Documents
Contract Agreement
Assignment
Care and Supply of Documents
Delayed Drawings or Instructions
Employer’s Use of Contractor’s Documents
Contractor’s Use of Employer’s Documents
Confidential Details
Compliance with Laws
Joint and Several Liability
Inspections and Audit by the Bank

2

THE EMPLOYER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

2.1
2.2
2.3
2.4
2.5

Right of Access to the Site
Permits, Licences or Approvals
Employer’s Personnel
Employer’s Financial Arrangements
Employer’s Claims

3

THE ENGINEER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

3.1
3.2
3.3
3.4
3.5

Engineer’s Duties and Authority
Delegation by the Engineer
Instructions of the Engineer
Replacement of the Engineer
Determinations

4

THE CONTRACTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

4.1
4.2

Contractor’s General Obligations
Performance Security© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

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ii

4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
4.22
4.23
4.24

Contractor’s Representative
Subcontractors
Assignment of Benefit of Subcontract
Co-operation
Setting Out
Safety Procedures
Quality Assurance
Site Data
Sufficiency of the Accepted Contract Amount
Unforeseeable Physical Conditions
Rights of Way and Facilities
Avoidance of Interference
Access RouteTransport of Goods
Contractor’s Equipment
Protection of the Environment
Electricity, Water and Gas
Employer’s Equipment and Free-Issue Materials
Progress Reports
Security of the Site
Contractor’s Operations on Site
Fossils

5

NOMINATED SUBCONTRACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

5.1
5.2
5.3
5.4

Definition of “nominated Subcontractor”
Objection to Nomination
Payments to nominated Subcontractors
Evidence of Payments

6

STAFF AND LABOUR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

6.1
6.2
6.3
6.4
6.5
6.6
6.7
6.8
6.9
6.10
6.11
6.12
6.13
6.14
6.15
6.16
6.17
6.18
6.19
6.20
6.21
6.22
6.23
6.24

Engagement of Staff and Labour
Rates of Wages and Conditions of Labour
Persons in the Service of Employer
Labour Laws
Working Hours
Facilities for Staff and Labour
Health and Safety
Contractor’s SuperintendenceContractor’s Personnel
Records of Contractor’s Personnel and Equipment
Disorderly Conduct
Foreign Personnel
Supply of Foodstuffs
Supply of Water
Measures against Insect and Pest Nuisance
Alcoholic Liquor or Drugs
Arms and Ammunition
Festival and Religious Customs
Funeral Arrangements
Forced Labour
Child Labour
Employment Records of Workers
Workers’ Organisations
Non-Discrimination and Equal Opportunity© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

7

PLANT, MATERIALS AND WORKMANSHIP . . . . . . . . . . . . . . . . . . . . . . 28

7.1
7.2
7.3
7.4
7.5
7.6
7.7
7.8

Manner of Execution
Samples
Inspection
Testing
Rejection
Remedial Work
Ownership of Plant and Materials
Royalties

8

COMMENCEMENT, DELAYS AND SUSPENSION . . . . . . . . . . . . . . . . . . 30

8.1
8.2
8.3
8.4
8.5
8.6
8.7
8.8
8.9
8.10
8.11
8.12

Commencement of WorksTime for Completion
Programme
Extension of Time for Completion
Delays Caused by Authorities
Rate of Progress
Delay Damages
Suspension of Work
Consequences of Suspension
Payment for Plant and Materials in Event of Suspension
Prolonged Suspension
Resumption of Work

9TESTS ON COMPLETION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

9.1
9.2
9.3
9.4

Contractor’s Obligations
Delayed Tests
Retesting
Failure to Pass Tests on Completion

10

EMPLOYER’S TAKING OVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

10.1
10.2
10.3
10.4

Taking Over of the Works and Sections
Taking Over of Parts of the Works
Interference with Tests on Completion
Surfaces Requiring Reinstatement

11

DEFECTS LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

11.1 Completion of Outstanding Work and Remedying Defects
11.2 Cost of Remedying Defects
11.3 Extension of Defects Notification Period
11.4 Failure to Remedy Defects
11.5 Removal of Defective Work11.6 Further Tests
11.7 Right of Access11.8 Contractor to Search
11.9 Performance Certificate
11.10 Unfulfilled Obligations
11.11 Clearance of Site

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

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12

MEASUREMENT AND EVALUATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

12.1
12.2
12.3
12.4

Works to be Measured
Method of Measurement
Evaluation
Omissions

13

VARIATIONS AND ADJUSTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

13.1
13.2
13.3
13.4
13.5
13.6
13.7
13.8

Right to Vary
Value Engineering
Variation Procedure
Payment in Applicable Currencies
Provisional Sums
Daywork
Adjustments for Changes in Legislation
Adjustments for Changes in Cost

14

CONTRACT PRICE AND PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

14.1 The Contract Price
14.2 Advance Payment
14.3 Application for Interim Payment Certificates14.4 Schedule of Payments
14.5 Plant and Materials intended for the Works
14.6 Issue of Interim Payment Certificates14.7 Payment
14.8 Delayed Payment
14.9 Payment of Retention Money
14.10 Statement at Completion
14.11 Application for Final Payment Certificate
14.12 Discharge
14.13 Issue of Final Payment Certificate
14.14 Cessation of Employer’s Liability
14.15 Currencies of Payment
15

TERMINATION BY EMPLOYER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

15.1
15.2
15.3
15.4
15.5
15.6

Notice to Correct
Termination by Employer
Valuation at Date of Termination
Payment after Termination
Employer’s Entitlement to Termination for Convenience
Corrupt or Fraudulent Practices

16

SUSPENSION AND TERMINATION BY CONTRACTOR . . . . . . . . . . . . . 55

16.1
16.2
16.3
16.4

Contractor’s Entitlement to Suspend Work
Termination by Contractor
Cessation of Work and Removal of Contractor’s Equipment
Payment on Termination

17

RISK AND RESPONSIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

17.1 Indemnities
17.2 Contractor’s Care of the Works

iv© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

17.3
17.4
17.5
17.6
17.7

Employer’s Risks
Consequences of Employer’s Risks
Intellectual and Industrial Property Rights
Limitation of Liability
Use of Employer’s Accommodation/Facilities

18

INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

18.1
18.2
18.3
18.4

General Requirements for Insurances
Insurance for Works and Contractor’s Equipment
Insurance against Injury to Persons and Damage to Property
Insurance for Contractor’s Personnel

19

FORCE MAJEURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

19.1
19.2
19.3
19.4
19.5
19.6
19.7

Definition of Force Majeure
Notice of Force Majeure
Duty to Minimise Delay
Consequences of Force Majeure
Force Majeure Affecting Subcontractor
Optional Termination, Payment and Release
Release from Performance

20

CLAIMS, DISPUTES AND ARBITRATION . . . . . . . . . . . . . . . . . . . . . . . . 65

20.1
20.2
20.3
20.4
20.5
20.6
20.7
20.8

Contractor’s Claims
Appointment of the Dispute Board
Failure to Agree on the Composition of the Dispute Board
Obtaining Dispute Board’s Decision
Amicable Settlement
Arbitration
Failure to Comply with Dispute Board’s Decision
Expiry of Dispute Board’s Appointment

APPENDIX: DISPUTE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70
General Conditions of Dispute Board Agreement
Annex: Procedural Rules

INDEX OF SUB-CLAUSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

v

Definitions listed alphabetically

1.1.4.1

vi

Accepted Contract Amount1.1.4.7

Interim Payment Certificate

1.1.2.11 Bank

1.1.6.5

Laws

1.1.3.1

Base Date

1.1.1.3

Letter of Acceptance

1.1.1.9Bill of Quantities

1.1.1.4

Letter of Tender

1.1.2.12 Borrower

1.1.4.8

Local Currency

1.1.3.2

Commencement Date

1.1.5.3

Materials

1.1.1.1

Contract

1.1.6.10 Notice of Dissatisfaction

1.1.1.2

Contract Agreement

1.1.2.1

Party

1.1.1.10 Contract Data

1.1.4.9

Payment Certificate

1.1.4.2

Contract Price

1.1.3.8

Performance Certificate

1.1.2.3

Contractor

1.1.6.6

Performance Security

1.1.6.1

Contractor’s Documents

1.1.5.4

Permanent Works

1.1.5.1

Contractor’s Equipment

1.1.5.5

Plant

1.1.2.7

Contractor’s Personnel

1.1.4.10 Provisional Sum

1.1.2.5

Contractor’s Representative

1.1.4.11 Retention Money

1.1.4.3

Cost

1.1.1.7

Schedules

1.1.6.2

Country

1.1.1.9

Schedule, Payment Currencies

1.1.2.9

DB

1.1.5.6

Section

1.1.3.9

day

1.1.6.7

Site

1.1.1.9

Daywork Schedule

1.1.1.5

Specification

1.1.3.7

Defects Notification Period

1.1.4.12 Statement

1.1.1.6

Drawings

1.1.2.8

Subcontractor

1.1.2.2

Employer

1.1.3.5

Taking-Over Certificate

1.1.6.3

Employer’s Equipment

1.1.5.7

Temporary Works

1.1.2.6

Employer’s Personnel

1.1.1.8

Tender

1.1.2.4

Engineer

1.1.3.6

Tests after Completion

1.1.2.10 FIDIC

1.1.3.4

Tests on Completion

1.1.4.4

Final Payment Certificate

1.1.3.3

Time for Completion

1.1.4.5

Final Statement

1.1.6.8

Unforeseeable

1.1.6.4

Force Majeure

1.1.6.9

Variation

1.1.4.6

Foreign Currency

1.1.5.8

Works

1.1.5.2

Goods

1.1.3.9

year© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

General Conditions

1

General Provisions
1.1
Definitions

1.1.1
The Contract

In the Conditions of Contract (“these Conditions”), which include Particular Conditions,
Parts A and B, 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.
1.1.1.1“Contract” means the Contract Agreement, the Letter of Acceptance, theLetter of Tender, these Conditions, the Specification, the Drawings, theSchedules, and the further documents (if any) which are listed in theContract Agreement or in the Letter of Acceptance.

1.1.1.2“Contract Agreement” means the contract agreement referred to in SubClause 1.6 [ 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 nosuch letter of acceptance, the expression “Letter of Acceptance” means theContract Agreement and the date of issuing or receiving the Letter ofAcceptance means the date of signing the Contract Agreement.

1.1.1.4“Letter of Tender” means the document entitled letter of tender or letter ofbid, which was completed by the Contractor and includes the signed offerto the Employer for the Works.

1.1.1.5“Specification” means the document entitled specification, as included in
the Contract, and any additions and modifications to the specification inaccordance with the Contract. Such document specifies the Works.

1.1.1.6“Drawings” means the drawings of the Works, as included in the Contract,and any additional and modified drawings issued by (or on behalf of) the
Employer in accordance with the Contract.

1.1.1.7“Schedules” means the document(s) entitled schedules, completed by theContractor and submitted with the Letter of Tender, as included in theContract. Such document may include the Bill of Quantities, data, lists, andschedules of rates and/or prices.

1.1.1.8“Tender” means the Letter of Tender and all other documents which theContractor submitted with the Letter of Tender, as included in the Contract.

1.1.1.9“Bill of Quantities”, “Daywork Schedule” and “Schedule of Payment
Currencies” mean the documents so named (if any) which are comprisedin the Schedules.

1.1.1.10 “Contract Data” means the pages completed by the Employer entitledcontract data which constitute Part A of the Particular Conditions.
© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

11.1.2
Parties and Persons

1.1.2.1“Party” means the Employer or the Contractor, as the context requires.

1.1.2.2“Employer” means the person named as employer in the Contract Dataand the legal successors in title to this person.

1.1.2.3“Contractor” means the person(s) named as contractor in the Letter ofTender accepted by the Employer and the legal successors in title to thisperson(s).

1.1.2.4“Engineer” means the person appointed by the Employer to act as theEngineer for the purposes of the Contract and named in the Contract Data,or other person appointed from time to time by the Employer and notified to
the Contractor under Sub-Clause 3.4 [ Replacement of the Engineer ].

1.1.2.5“Contractor’s Representative” means the person named by the Contractor
in the Contract or appointed from time to time by the Contractor under SubClause 4.3 [ Contractor’s Representative ], who acts on behalf of theContractor.

1.1.2.6“Employer’s Personnel” means the Engineer, the assistants referred to in
Sub-Clause 3.2 [ Delegation by the Engineer ] and all other staff, labour andother employees of the Engineer and of the Employer; and any otherpersonnel notified to the Contractor, by the Employer or the Engineer, as
Employer’s Personnel.

1.1.2.7“Contractor’s Personnel” means the Contractor’s 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; andany 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 theWorks; and the legal successors in title to each of these persons.

1.1.2.9“DB” means the person or three persons appointed under Sub-Clause 20.2
[ Appointment of the Dispute Board ] or Sub-Clause 20.3 [ Failure to Agreeon the Composition of the Dispute Board ].

1.1.2.10 “FIDIC” means the Fédération Internationale des Ingénieurs-Conseils, theinternational federation of consulting engineers.
1.1.2.11 “Bank” means the financing institution (if any) named in the Contract Data.
1.1.2.12 “Borrower” means the person (if any) named as the borrower in theContract Data.
1.1.3
Dates, Tests, Periods
and Completion2

1.1.3.1“Base Date” means the date 28 days prior to the latest date for submissionof the Tender.

1.1.3.2“Commencement Date” means the date notified under Sub-Clause 8.1[ 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-Clause 8.2 [ Time for Completion ], as statedin the Contract Data (with any extension under Sub-Clause 8.4 [ Extension ofTime for Completion ]), calculated from the Commencement Date.

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

1.1.4
Money and Payments

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 carriedout under Clause 9 [ Tests on Completion ] before the Works or a Section (asthe case may be) are taken over by the Employer.

1.1.3.5“Taking-Over Certificate” means a certificate issued under Clause 10[ Employer’s Taking Over ].

1.1.3.6“Tests after Completion” means the tests (if any) which are specified in theContract and which are carried out in accordance with the Specification 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 theWorks or a Section (as the case may be) under Sub-Clause 11.1
[ Completion of Outstanding Work and Remedying Defects ], which extends
over 365 days except if otherwise stated in the Contract Data (with any
extension under Sub-Clause 11.3 [ Extension of Defects Notification
Period ]), calculated from the date on which the Works or Section iscompleted as certified under Sub-Clause 10.1 [ Taking Over of the Worksand Sections ].

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.

1.1.4.1“Accepted Contract Amount” means the amount accepted in the Letter ofAcceptance for the execution and completion of the Works and theremedying of any defects.

1.1.4.2“Contract Price” means the price defined in Sub-Clause 14.1 [ TheContract Price ], and includes adjustments in accordance with the Contract.

1.1.4.3“Cost” means all expenditure reasonably incurred (or to be incurred) by theContractor, 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-Clause 14.13 [ Issue of Final Payment Certificate ].

1.1.4.5“Final Statement” means the statement defined in Sub-Clause 14.11[ 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
Clause 14 [ 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 Clause 14[ Contract Price and Payment].

1.1.4.10 “Provisional Sum” means a sum (if any) which is specified in the Contract as© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

3

a provisional sum, for the execution of any part of the Works or for the
supply of Plant, Materials or services under Sub-Clause 13.5 [ Provisional
Sums ].
1.1.4.11 “Retention Money” means the accumulated retention moneys which the
Employer retains under Sub-Clause 14.3 [ Application for Interim Payment
Certificates ] and pays under Sub-Clause 14.9 [ Payment of Retention
Money ].
1.1.4.12 “Statement” means a statement submitted by the Contractor as part of an
application, under Clause 14 [ Contract Price and Payment ], for a payment
certificate.
1.1.5
Works and Goods

1.1.6
Other Definitions

4

1.1.5.1“Contractor’s Equipment” means all apparatus, machinery, vehicles andother things required for the execution and completion of the Works and theremedying of any defects. However, Contractor’s Equipment excludes
Temporary Works, Employer’s Equipment (if any), Plant, Materials and anyother things intended to form or forming part of the Permanent Works.

1.1.5.2“Goods” means Contractor’s 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 (ifany) to be supplied by the Contractor under the Contract.

1.1.5.4“Permanent Works” means the permanent works to be executed by theContractor under the Contract.

1.1.5.5“Plant” means the apparatus, machinery and vehicles intended to form or
forming part of the Permanent Works, including vehicles purchased for the
Employer and relating to the construction or operation of the Works.

1.1.5.6“Section” means a part of the Works specified in the Contract Data as a
Section (if any).

1.1.5.7“Temporary Works” means all temporary works of every kind (other thanContractor’s Equipment) required on Site for the execution and completionof the Permanent Works and the remedying of any defects.

1.1.5.8“Works” mean the Permanent Works and the Temporary Works, or either ofthem as appropriate.

1.1.6.1“Contractor’s Documents” means the calculations, computer programs
and other software, drawings, manuals, models and other documents of atechnical nature (if any) supplied by the Contractor under the Contract.

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“Employer’s Equipment” means the apparatus, machinery and vehicles (ifany) made available by the Employer for the use of the Contractor in theexecution of the Works, as stated in the Specification; but does not include
Plant which has not been taken over by the Employer.

1.1.6.4“Force Majeure” is defined in Clause 19 [ Force Majeure ].

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

1.1.6.5“Laws” means all national (or state) legislation, statutes, ordinances andother laws, and regulations and by-laws of any legally constituted publicauthority.

1.1.6.6“Performance 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,
including storage and working areas, and to which Plant and Materials areto 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 Base Date.

1.1.6.9“Variation” means any change to the Works, which is instructed orapproved as a variation under Clause 13 [ Variations and Adjustments ].

1.1.6.10 “Notice of Dissatisfaction” means the notice given by either Party to theother under Sub-Clause 20.4 [ Obtaining Dispute Board’s Decision ]indicating its dissatisfaction and intention to commence arbitration.
1.2
Interpretation

In the Contract, except where the context requires otherwise:
(a)
(b)
(c)
(d)
(e)

words indicating one gender include all genders;
words indicating the singular also include the plural and words indicating theplural also include the singular;
provisions including the word “agree”, “agreed” or “agreement” require theagreement to be record in writing;“written” or “in writing” means hand-written, type-written, printed orelectronically made, and resulting in a permanent record; andthe word “tender” is synonymous with “bid”, and “tenderer” with “bidder” andthe words “tender documents” with “bidding documents”.

The marginal words and other headings shall not be taken into consideration in theinterpretation of these Conditions.
In these Conditions, provisions including the expression “Cost plus profit” require thisprofit to be one-twentieth (5%) of this Cost unless otherwise indicated in the Contract
Data.
1.3
Communications

Wherever these Conditions provide for the giving or issuing of approvals, certificates,
consents, determinations, notices, requests and discharges, these communications
shall be:(a)(b)

in writing and delivered by hand (against receipt), sent by mail or courier, ortransmitted using any of the agreed systems of electronic transmission as
stated in the Contract Data; anddelivered, sent or transmitted to the address for the recipient’s communications
as stated in the Contract Data. However:
(i)
(ii)

if the recipient gives notice of another address, communications shallthereafter be delivered accordingly; andif the recipient has not stated otherwise when requesting an approval or© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

5consent, it may be sent to the address from which the request wasissued.
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 theEngineer, a copy shall be sent to the Engineer or the other Party, as the case may be.
1.4
Law and Language

The Contract shall be governed by the law of the country or other jurisdiction statedin the Contract Data.
The ruling language of the Contract shall be that stated in the Contract Data.
The language for communications shall be that stated in the Contract Data. If nolanguage 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. For the purposes of interpretation, the priority of the documents shall be inaccordance with the following sequence:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)

the Contract Agreement (if any),
the Letter of Acceptance,
the Letter of Tender,
the Particular Conditions - Part A,
the Particular Conditions - Part B,
these General Conditions,
the Specification,
the Drawings, andthe Schedules and any other documents forming part of the Contract.

If an ambiguity or discrepancy is found in the documents, the Engineer shall issue anynecessary clarification or instruction.
1.6
Contract Agreement

The Parties shall enter into a Contract Agreement within 28 days after the Contractor
receives the Letter of Acceptance, unless the Particular Conditions establish
otherwise. The Contract Agreement shall be based upon the form annexed to theParticular Conditions. The costs of stamp duties and similar charges (if any) imposedby law in connection with entry into the Contract Agreement shall be borne by the
Employer.

1.7
Assignment

Neither Party shall assign the whole or any part of the Contract or any benefit orinterest in or under the Contract. However, either Party:(a)(b)

may assign the whole or any part with the prior agreement of the other Party,
at the sole discretion of such other Party, andmay, 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 ofDocuments

The Specification and Drawings shall be in the custody and care of the Employer.
Unless otherwise stated in the Contract, two copies of the Contract and of each6

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

subsequent Drawing shall be supplied to the Contractor, who may make or request
further copies at the cost of the Contractor.
Each of the Contractor’s Documents shall be in the custody and care of theContractor, 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 theContractor’s Documents.
The Contractor shall keep, on the Site, a copy of the Contract, publications named in
the Specification, the Contractor’s Documents (if any), the Drawings and Variations
and other communications given under the Contract. The Employer’s Personnel shallhave the right of access to all these documents at all reasonable times.
If a Party becomes aware of an error or defect in a document which was prepared foruse in executing the Works, the Party shall promptly give notice to the other Party ofsuch error or defect.
1.9
Delayed Drawings orInstructions

The Contractor shall give notice to the Engineer whenever the Works are likely to bedelayed or disrupted if any necessary drawing or instruction is not issued to theContractor within a particular time, which shall be reasonable. The notice shall include
details of the necessary drawing or instruction, details of why and by when it should
be issued, and the nature and amount of the delay or disruption likely to be suffered
if it is late.
If the Contractor suffers delay and/or incurs Cost as a result of a failure of the Engineer
to issue the notified drawing or instruction within a time which is reasonable and isspecified in the notice with supporting details, the Contractor shall give a further noticeto the Engineer and shall be entitled subject to Sub-Clause 20.1 [ Contractor’s Claims ]
to:
(a)
(b)

an extension of time for any such delay, if completion is or will be delayed,
under Sub-Clause 8.4 [ Extension of Time for Completion ], andpayment of any such Cost plus profit, which shall be included in the Contract
Price.

After receiving this further notice, the Engineer shall proceed in accordance with SubClause 3.5 [ Determinations ] to agree or determine these matters.
However, if and to the extent that the Engineer’s failure was caused by any error ordelay by the Contractor, including an error in, or delay in the submission of, any of theContractor’s Documents, the Contractor shall not be entitled to such extension oftime, Cost or profit.
1.10
Employer’s Use ofContractor’s Documents

As between the Parties, the Contractor shall retain the copyright and other intellectual
property rights in the Contractor’s 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 anon-terminable transferable non-exclusive royalty-free licence to copy, use andcommunicate the Contractor’s Documents, including making and using modificationsof them. This licence shall:(a)apply throughout the actual or intended working life (whichever is longer) of therelevant parts of the Works,© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

7

(b)

(c)

entitle any person in proper possession of the relevant part of the Works tocopy, use and communicate the Contractor’s Documents for the purposes ofcompleting, operating, maintaining, altering, adjusting, repairing anddemolishing the Works, andin the case of Contractor’s Documents which are in the form of computer
programs and other software, permit their use on any computer on the Site andother places as envisaged by the Contract, including replacements of any
computers supplied by the Contractor.

The Contractor’s Documents and other design documents made by (or on behalf of)
the Contractor shall not, without the Contractor’s consent, be used, copied orcommunicated to a third party by (or on behalf of) the Employer for purposes otherthan those permitted under this Sub-Clause.
1.11
Contractor’s Use of
Employer’s Documents

As between the Parties, the Employer shall retain the copyright and other intellectual
property rights in the Specification, the Drawings and other documents made by (oron behalf of) the Employer. The Contractor may, at his cost, copy, use, and obtaincommunication of these documents for the purposes of the Contract. They shall not,without the Employer’s 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 Details

The Contractor’s and the Employer’s Personnel shall disclose all such confidential andother information as may be reasonably required in order to verify compliance with theContract and allow its proper implementation.
Each of them shall treat the details of the Contract as private and confidential, except
to the extent necessary to carry out their respective obligations under the Contract or
to comply with applicable Laws. Each of them shall not publish or disclose any
particulars of the Works prepared by the other Party without the previous agreementof the other Party. However, the Contractor shall be permitted to disclose any publicly
available information, or information otherwise required to establish his qualifications
to compete for other projects.

1.13
Compliance with Laws

The Contractor shall, in performing the Contract, comply with applicable Laws. Unlessotherwise stated in the Particular Conditions:
(a)

(b)

the Employer shall have obtained (or shall obtain) the planning, zoning,building permit or similar permission for the Permanent Works, and any otherpermissions described in the Specification as having been (or to be)
obtained by the Employer; and the Employer shall indemnify and hold theContractor harmless against and from the consequences of any failure to doso; andthe Contractor shall give all notices, pay all taxes, duties and fees, andobtain all permits, licences and approvals, as required by the Laws in relation
to the execution and completion of the Works and the remedying of any
defects; and the Contractor shall indemnify and hold the Employer harmlessagainst and from the consequences of any failure to do so, unless theContractor is impeded to accomplish these actions and shows evidence ofits diligence.

1.14
Joint and Several
Liability

If the Contractor constitutes (under applicable Laws) a joint venture, consortium orother unincorporated grouping of two or more persons:8© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

(a)
(b)
(c)
1.15
Inspections and Audit
by the Bank

these persons shall be deemed to be jointly and severally liable to the Employer
for the performance of the Contract;these persons shall notify the Employer of their leader who shall have authority
to bind the Contractor and each of these persons; andthe Contractor shall not alter its composition or legal status without the priorconsent of the Employer.

The Contractor shall permit the Bank and/or persons appointed by the Bank toinspect the Site and/or the Contractor's accounts and records relating to theperformance of the Contract and to have such accounts and records audited byauditors appointed by the Bank if required by the Bank.

2

The Employer
2.1
Right of Access to
the Site

The Employer shall give the Contractor right of access to, and possession of, all partsof the Site within the time (or times) stated in the Contract Data. The right andpossession may not be exclusive to the Contractor. If, under the Contract, theEmployer 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 and mannerstated in the Specification. 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 Contract Data, the Employer shall give the Contractor
right of access to, and possession of, the Site within such times as required to enable
the Contractor to proceed without disruption in accordance with the programme
submitted under Sub-Clause 8.3 [ Programme ].
If the Contractor suffers delay and/or incurs Cost as a result of a failure by the
Employer to give any such right or possession within such time, the Contractor shallgive notice to the Engineer and shall be entitled subject to Sub-Clause 20.1
[ Contractor’s Claims ] to:(a)(b)

an extension of time for any such delay, if completion is or will be delayed,
under Sub-Clause 8.4 [ Extension of Time for Completion ], andpayment of any such Cost plus profit, which shall be included in the Contract
Price.

After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3.5 [ Determinations ] to agree or determine these matters.
However, if and to the extent that the Employer’s failure was caused by any error ordelay by the Contractor, including an error in, or delay in the submission of, any of theContractor’s Documents, the Contractor shall not be entitled to such extension oftime, Cost or profit.
2.2
Permits, Licences or
Approvals

The Employer shall provide, at the request of the Contractor, such reasonableassistance as to allow the Contractor to obtain properly:(a)(b)

copies of the Laws of the Country which are relevant to the Contract but are
not readily available, andany permits, licences or approvals required by the Laws of the Country:© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

9

(i)
(ii)
(iii)

which the Contractor is required to obtain under Sub-Clause 1.13
[ Compliance with Laws ],for the delivery of Goods, including clearance through customs, andfor the export of Contractor’s Equipment when it is removed from the
Site.

2.3
Employer’s Personnel

The Employer shall be responsible for ensuring that the Employer’s Personnel and the
Employer’s other contractors on the Site:(a)(b)

co-operate with the Contractor’s efforts under Sub-Clause 4.6 [ Co-operation ],andtake actions similar to those which the Contractor is required to take under subparagraphs (a), (b) and (c) of Sub-Clause 4.8 [ Safety Procedures ] and under
Sub-Clause 4.18 [ Protection of the Environment ].

2.4
Employer’s Financial
Arrangements

The Employer shall submit, before the Commencement Date and thereafter within 28
days after receiving any request from the Contractor, reasonable evidence that
financial arrangements have been made and are being maintained which will enable
the Employer to pay the Contract Price punctually (as estimated at that time) in
accordance with Clause 14 [ Contract Price and Payment ]. Before the Employer
makes any material change to his financial arrangements, the Employer shall givenotice to the Contractor with detailed particulars.
In addition, if the Bank has notified to the Borrower that the Bank has suspended
disbursements under its loan, which finances in whole or in part the execution of theWorks, the Employer shall give notice of such suspension to the Contractor withdetailed particulars, including the date of such notification, with a copy to the Engineer,
within 7 days of the Borrower having received the suspension notification from theBank. If alternative funds will be available in appropriate currencies to the Employer tocontinue making payments to the Contractor beyond a date 60 days after the date ofBank notification of the suspension, the Employer shall provide reasonable evidence
in his notice of the extent to which such funds will be available.

2.5
Employer’s Claims

If the Employer considers himself to be entitled to any payment under any Clause of
these Conditions or otherwise in connection with the Contract, and/or to any
extension of the Defects Notification Period, the Employer or the Engineer shall givenotice and particulars to the Contractor. However, notice is not required for payments
due under Sub-Clause 4.19 [ Electricity, Water and Gas ], under Sub-Clause 4.20
[ Employer’s Equipment and Free-Issue Material s], or for other services requested by
the Contractor.
The notice shall be given as soon as practicable and no longer than 28 days after the
Employer became aware, or should have become aware, of the event or
circumstances giving rise to the claim. A notice relating to any extension of the Defects
Notification Period shall be given before the expiry of such period.
The particulars shall specify the Clause or other basis of the claim, and shall include
substantiation of the amount and/or extension to which the Employer considers
himself to be entitled in connection with the Contract. The Engineer shall then proceedin accordance with Sub-Clause 3.5 [ Determinations ] to agree or determine (i) theamount (if any) which the Employer is entitled to be paid by the Contractor, and/or (ii)the extension (if any) of the Defects Notification Period in accordance with Sub-Clause
11.3 [ Extension of Defects Notification Period ].

10© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

This amount may be included as a deduction in the Contract Price and Payment
Certificates. The Employer shall only be entitled to set off against or make any
deduction from an amount certified in a Payment Certificate, or to otherwise claim
against the Contractor, in accordance with this Sub-Clause.

3

The Engineer
3.1
Engineer’s Duties andAuthority

The Employer shall appoint the Engineer who shall carry out the duties assigned tohim in the Contract. The Engineer’s staff shall include suitably qualified engineers andother professionals who are competent to carry out these duties.
The Engineer shall have no authority to amend the Contract.
The Engineer may exercise the authority attributable to the Engineer as specified in ornecessarily to be implied from the Contract. If the Engineer is required to obtain theapproval of the Employer before exercising a specified authority, the requirements shallbe as stated in the Particular Conditions. The Employer shall promptly inform theContractor of any change to the authority attributed to the Engineer.
However, whenever the Engineer exercises a specified authority for which the
Employer’s approval is required, then (for the purposes of the Contract) the Employer
shall be deemed to have given approval.
Except as otherwise stated in these Conditions:
(a)
(b)
(c)

(d)

whenever carrying out duties or exercising authority, specified in or implied by
the Contract, the Engineer shall be deemed to act for the Employer;
the Engineer has no authority to relieve either Party of any duties, obligations or
responsibilities under the Contract;
any approval, check, certificate, consent, examination, inspection, instruction,
notice, proposal, request, test, or similar act by the Engineer (including absenceof disapproval) shall not relieve the Contractor from any responsibility he has
under the Contract, including responsibility for errors, omissions, discrepancies
and non-compliances; andany act by the Engineer in response to a Contractor’s request except asotherwise expressly specified shall be notified in writing to the Contractor within
28 days of receipt.

The following provisions shall apply:
The Engineer shall obtain the specific approval of the Employer before taking action
under the following Sub-Clauses of these Conditions:(A)(B)

Sub-Clause 4.12: agreeing or determining an extension of time and/or
additional cost.
Sub-Clause 13.1: instructing a Variation, except;
(i)
(ii)

(C)

in an emergency situation as determined by the Engineer, or
if such a Variation would increase the Accepted Contract Amount by lessthan the percentage specified in the Contract Data.

Sub-Clause 13.3: approving a proposal for Variation submitted by theContractor in accordance with Sub-Clause 13.1 or 13.2.

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

11

(D)

Sub-Clause 13.4: specifying the amount payable in each of the applicablecurrencies.

Notwithstanding the obligation, as set out above, to obtain approval, if, in the opinionof the Engineer, an emergency occurs affecting the safety of life or of the Works or ofadjoining property, he may, without relieving the Contractor of any of his duties andresponsibility under the Contract, instruct the Contractor to execute all such work or to
do all such things as may, in the opinion of the Engineer, be necessary to abate or
reduce the risk. The Contractor shall forthwith comply, despite the absence of approvalof the Employer, with any such instruction of the Engineer. The Engineer shall determine
an addition to the Contract Price, in respect of such instruction, in accordance with
Clause 13 and shall notify the Contractor accordingly, with a copy to the Employer.
3.2
Delegation by theEngineer

The Engineer may from time to time assign duties and delegate authority to assistants,
and may also revoke such assignment or delegation. These assistants may include a
resident engineer, and/or independent inspectors appointed to inspect and/or test
items of Plant and/or Materials. The assignment, delegation or revocation shall be inwriting and shall not take effect until copies have been received by both Parties.
However, unless otherwise agreed by both Parties, the Engineer shall not delegate theauthority to determine any matter in accordance with Sub-Clause 3.5[ Determinations ].
Assistants shall be suitably qualified persons, who are competent to carry out theseduties and exercise this authority, and who are fluent in the language forcommunications defined in Sub-Clause 1.4 [ Law and Language ].
Each assistant, to whom duties have been assigned or authority has been delegated,shall only be authorised to issue instructions to the Contractor to the extent definedby the delegation. Any approval, check, certificate, consent, examination, inspection,
instruction, notice, proposal, request, test, or similar act by an assistant, in
accordance with the delegation, shall have the same effect as though the act had
been an act of the Engineer. However:
(a)

(b)

any failure to disapprove any work, Plant or Materials shall not constituteapproval, and shall therefore not prejudice the right of the Engineer to reject thework, Plant or Materials;
if the Contractor questions any determination or instruction of an assistant, theContractor may refer the matter to the Engineer, who shall promptly confirm,
reverse or vary the determination or instruction.

3.3
Instructions of theEngineer

The Engineer may issue to the Contractor (at any time) instructions and additional or
modified Drawings which may be necessary for the execution of the Works and theremedying of any defects, all in accordance with the Contract. The Contractor shall
only take instructions from the Engineer, or from an assistant to whom the appropriate
authority has been delegated under this Clause. If an instruction constitutes a
Variation, Clause 13 [ Variations and Adjustments ] shall apply.
The Contractor shall comply with the instructions given by the Engineer or delegatedassistant, on any matter related to the Contract. Whenever practicable, theirinstructions shall be given in writing. If the Engineer or a delegated assistant:
(a)
(b)

12

gives an oral instruction,
receives a written confirmation of the instruction, from (or on behalf of) theContractor, within two working days after giving the instruction, and© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

(c)does not reply by issuing a written rejection and/or instruction within two
working days after receiving the confirmation,then the confirmation shall constitute the written instruction of the Engineer ordelegated assistant (as the case may be).
3.4
Replacement of theEngineerIf the Employer intends to replace the Engineer, the Employer shall, not less than
21 days before the intended date of replacement, give notice to the Contractor of
the name, address and relevant experience of the intended replacement Engineer.
If the Contractor considers the intended replacement Engineer to be unsuitable, he
has the right to raise objection against him by notice to the Employer, withsupporting particulars, and the Employer shall give full and fair consideration to thisobjection.

3.5
Determinations

Whenever these Conditions provide that the Engineer shall proceed in accordancewith this Sub-Clause 3.5 to agree or determine any matter, the Engineer shall consult
with each Party in an endeavour to reach agreement. If agreement is not achieved, theEngineer shall make a fair determination in accordance with the Contract, taking due
regard of all relevant circumstances.
The Engineer shall give notice to both Parties of each agreement or determination,with supporting particulars, within 28 days from the receipt of the corresponding claim
or request except when otherwise specified. Each Party shall give effect to eachagreement or determination unless and until revised under Clause 20 [ Claims,
Disputes and Arbitration ].

4

The Contractor
4.1
Contractor’s General
Obligations

The Contractor shall design (to the extent specified in the Contract), execute andcomplete the Works in accordance with the Contract and with the Engineer’s
instructions, and shall remedy any defects in the Works.
The Contractor shall provide the Plant and Contractor’s Documents specified in theContract, and all Contractor’s Personnel, Goods, consumables and other things andservices, whether of a temporary or permanent nature, required in and for this design,
execution, completion and remedying of defects.
All equipment, material, and services to be incorporated in or required for the Works
shall have their origin in any eligible source country as defined by the Bank.
The Contractor shall be responsible for the adequacy, stability and safety of all Site
operations and of all methods of construction. Except to the extent specified in theContract, the Contractor (i) shall be responsible for all Contractor’s Documents,
Temporary Works, and such design of each item of Plant and Materials as is required
for the item to be in accordance with the Contract, and (ii) shall not otherwise be
responsible for the design or specification of the Permanent Works.
The Contractor shall, whenever required by the Engineer, submit details of thearrangements and methods which the Contractor proposes to adopt for the executionof the Works. No significant alteration to these arrangements and methods shall bemade without this having previously been notified to the Engineer.
© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

13

If the Contract specifies that the Contractor shall design any part of the Permanent
Works, then unless otherwise stated in the Particular Conditions:
(a)
(b)

(c)

(d)

the Contractor shall submit to the Engineer the Contractor’s Documents for thispart in accordance with the procedures specified in the Contract;these Contractor’s Documents shall be in accordance with the Specification
and Drawings, shall be written in the language for communications defined in
Sub-Clause 1.4 [ Law and Language ], and shall include additional information
required by the Engineer to add to the Drawings for co-ordination of eachParty’s designs;
the Contractor shall be responsible for this part and it shall, when the Works arecompleted, be fit for such purposes for which the part is intended as are
specified in the Contract; andprior to the commencement of the Tests on Completion, the Contractor shallsubmit to the Engineer the “as-built” documents and, if applicable, operationand maintenance manuals in accordance with the Specification and in sufficientdetail for the Employer to operate, maintain, dismantle, reassemble, adjust andrepair this part of the Works. Such part shall not be considered to be completed
for the purposes of taking-over under Sub-Clause 10.1 [ Taking Over of theWorks and Sections ] until these documents and manuals have been submitted
to the Engineer.

4.2
Performance Security

The Contractor shall obtain (at his cost) a Performance Security for proper performance,in the amount stated in the Contract Data and denominated in the currency(ies) of theContract or in a freely convertible currency acceptable to the Employer. If an amount is
not stated in the Contract Data, this Sub-Clause shall not apply.
The Contractor shall deliver the Performance Security to the Employer within 28 days
after receiving the Letter of Acceptance, and shall send a copy to the Engineer. The
Performance Security shall be issued by a reputable bank or financial institution
selected by the Contractor, and shall be in the form annexed to the Particular
Conditions, as stipulated by the Employer in the Contract Data, or in another form
approved by the Employer.
The Contractor shall ensure that the Performance Security is valid and enforceable
until the Contractor has executed and completed the Works and remedied any
defects. If the terms of the Performance Security specify its expiry date, and theContractor has not become entitled to receive the Performance Certificate by the date
28 days prior to the expiry date, the Contractor shall extend the validity of the
Performance Security until the Works have been completed and any defects havebeen remedied.
The Employer shall not make a claim under the Performance Security, except for
amounts to which the Employer is entitled under the Contract.
The Employer shall indemnify and hold the Contractor harmless against and from all
damages, losses and expenses (including legal fees and expenses) resulting from aclaim under the Performance Security to the extent to which the Employer was notentitled to make the claim.
The Employer shall return the Performance Security to the Contractor within 21 days
after receiving a copy of the Performance Certificate.
Without limitation to the provisions of the rest of this Sub-Clause, whenever the Engineer
determines an addition or a reduction to the Contract Price as a result of a change in

14© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

cost and/or legislation, or as a result of a Variation amounting to more than 25 percentof the portion of the Contract Price payable in a specific currency, the Contractor shallat the Engineer’s request promptly increase, or may decrease, as the case may be, thevalue of the Performance Security in that currency by an equal percentage.
4.3
Contractor’sRepresentative

The Contractor shall appoint the Contractor’s Representative and shall give him all
authority necessary to act on the Contractor’s behalf under the Contract.
Unless the Contractor’s Representative is named in the Contract, the Contractor shall,prior to the Commencement Date, submit to the Engineer for consent the name andparticulars of the person the Contractor proposes to appoint as Contractor’sRepresentative. If consent is withheld or subsequently revoked in terms of Sub-Clause
6.9 [ Contractor’s Personnel ], or if the appointed person fails to act as Contractor’sRepresentative, the Contractor shall similarly submit the name and particulars ofanother suitable person for such appointment.
The Contractor shall not, without the prior consent of the Engineer, revoke theappointment of the Contractor’s Representative or appoint a replacement.
The whole time of the Contractor’s Representative shall be given to directing theContractor’s performance of the Contract. If the Contractor’s Representative is to be
temporarily absent from the Site during the execution of the Works, a suitablereplacement person shall be appointed, subject to the Engineer’s prior consent, andthe Engineer shall be notified accordingly.
The Contractor’s Representative shall, on behalf of the Contractor, receive instructions
under Sub-Clause 3.3 [ Instructions of the Engineer ].
The Contractor’s Representative may delegate any powers, functions and authority to
any competent person, and may at any time revoke the delegation. Any delegation or
revocation shall not take effect until the Engineer has received prior notice signed by
the Contractor’s Representative, naming the person and specifying the powers,functions and authority being delegated or revoked.
The Contractor’s Representative shall be fluent in the language for communications
defined in Sub-Clause 1.4 [ Law and Language ]. If the Contractor’s Representative’sdelegates are not fluent in the said language, the Contractor shall make competentinterpreters available during all working hours in a number deemed sufficient by theEngineer.

4.4
Subcontractors

The Contractor shall not subcontract the whole of the Works.
The Contractor shall be responsible for the acts or defaults of any Subcontractor, his
agents or employees, as if they were the acts or defaults of the Contractor. Unlessotherwise stated in the Particular Conditions:
(a)

(b)
(c)

the Contractor shall not be required to obtain consent to suppliers solely ofMaterials, or to a subcontract for which the Subcontractor is named in theContract;
the prior consent of the Engineer shall be obtained to other proposed
Subcontractors;
the Contractor shall give the Engineer not less than 28 days’ notice of theintended date of the commencement of each Subcontractor’s work, and of thecommencement of such work on the Site; and© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

15

(d)

each subcontract shall include provisions which would entitle the Employer torequire the subcontract to be assigned to the Employer under Sub-Clause 4.5[ Assignment of Benefit of Subcontract ] (if or when applicable) or in the event oftermination under Sub-Clause 15.2 [ Termination by Employer ].

The Contractor shall ensure that the requirements imposed on the Contractor by SubClause 1.12 [ Confidential Details ] apply equally to each Subcontractor.
Where practicable, the Contractor shall give fair and reasonable opportunity forcontractors from the Country to be appointed as Subcontractors.
4.5
Assignment of Benefitof Subcontract

If a Subcontractor’s obligations extend beyond the expiry date of the relevant Defects
Notification Period and the Engineer, prior to this date, instructs the Contractor toassign the benefit of such obligations to the Employer, then the Contractor shall doso. Unless otherwise stated in the assignment, the Contractor shall have no liability to
the Employer for the work carried out by the Subcontractor after the assignment takes
effect.

4.6
Co-operation

The Contractor shall, as specified in the Contract or as instructed by the Engineer,allow appropriate opportunities for carrying out work to:
(a)
(b)
(c)

the Employer’s Personnel,
any other contractors employed by the Employer, andthe personnel of any legally constituted public authorities,

who may be employed in the execution on or near the Site of any work not includedin the Contract.
Any such instruction shall constitute a Variation if and to the extent that it causes theContractor to suffer delays and/or to incur Unforeseeable Cost. Services for these
personnel and other contractors may include the use of Contractor’s Equipment,
Temporary Works or access arrangements which are the responsibility of theContractor.
If, under the Contract, the Employer is required to give to the Contractor possessionof any foundation, structure, plant or means of access in accordance with
Contractor’s Documents, the Contractor shall submit such documents to the Engineer
in the time and manner stated in the Specification.
4.7
Setting Out

The Contractor shall set out the Works in relation to original points, lines and levels ofreference specified in the Contract or notified by the Engineer. The Contractor shall be
responsible for the correct positioning of all parts of the Works, and shall rectify any
error in the positions, levels, dimensions or alignment of the Works.
The Employer shall be responsible for any errors in these specified or notified items ofreference, but the Contractor shall use reasonable efforts to verify their accuracy
before they are used.
If the Contractor suffers delay and/or incurs Cost from executing work which wasnecessitated by an error in these items of reference, and an experienced contractor
could not reasonably have discovered such error and avoided this delay and/or Cost,
the Contractor shall give notice to the Engineer and shall be entitled subject to SubClause 20.1 [Contractor’s Claims ] to:16© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

(a)
(b)

an extension of time for any such delay, if completion is or will be delayed,
under Sub-Clause 8.4 [ Extension of Time for Completion ], andpayment of any such Cost plus profit, which shall be included in the Contract Price.

After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3.5 [ Determinations ] to agree or determine (i) whether and (if so) to what extent theerror could not reasonably have been discovered, and (ii) the matters described in
sub-paragraphs (a) and (b) above related to this extent.
4.8
Safety Procedures

The Contractor shall:
(a)
(b)
(c)
(d)
(e)

comply with all applicable safety regulations,take care for the safety of all persons entitled to be on the Site,
use reasonable efforts to keep the Site and Works clear of unnecessary
obstruction so as to avoid danger to these persons,provide fencing, lighting, guarding and watching of the Works until completionand taking over under Clause 10 [Employer’s Taking Over ], andprovide any Temporary Works (including roadways, footways, guards and fences)which may be necessary, because of the execution of the Works, for the use andprotection of the public and of owners and occupiers of adjacent land.

4.9
Quality Assurance

The Contractor shall institute a quality assurance system to demonstrate compliancewith the requirements of the Contract. The system shall be in accordance with thedetails stated in the Contract. The Engineer shall be entitled to audit any aspect of
the system.
Details of all procedures and compliance documents shall be submitted to theEngineer for information before each design and execution stage is commenced.
When any document of a technical nature is issued to the Engineer, evidence of theprior approval by the Contractor himself shall be apparent on the document itself.
Compliance with the quality assurance system shall not relieve the Contractor of anyof his duties, obligations or responsibilities under the Contract.

4.10
Site Data

The Employer shall have made available to the Contractor for his information, prior to
the Base Date, all relevant data in the Employer’s possession on sub-surface andhydrological conditions at the Site, including environmental aspects. The Employer
shall similarly make available to the Contractor all such data which come into the
Employer’s possession after the Base Date. The Contractor shall be responsible forinterpreting all such data.
To the extent which was practicable (taking account of cost and time), the Contractor
shall be deemed to have obtained all necessary information as to risks, contingencies
and other circumstances which may influence or affect the Tender or Works. To thesame extent, the Contractor shall be deemed to have inspected and examined theSite, its surroundings, the above data and other available information, and to havebeen satisfied before submitting the Tender as to all relevant matters, including(without limitation):
(a)
(b)
(c)

the form and nature of the Site, including sub-surface conditions,the hydrological and climatic conditions,the extent and nature of the work and Goods necessary for the execution andcompletion of the Works and the remedying of any defects,© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

17

(d)
(e)

the Laws, procedures and labour practices of the Country, andthe Contractor’s requirements for access, accommodation, facilities, personnel,
power, transport, water and other services.

4.11
Sufficiency of the
Accepted Contract
Amount

The Contractor shall be deemed to:(a)(b)

have satisfied himself as to the correctness and sufficiency of the Accepted
Contract Amount, andhave based the Accepted Contract Amount on the data, interpretations,necessary information, inspections, examinations and satisfaction as to all
relevant matters referred to in Sub-Clause 4.10 [Site Data ].

Unless otherwise stated in the Contract, the Accepted Contract Amount covers all theContractor’s obligations under the Contract (including those under Provisional Sums,
if any) and all things necessary for the proper execution and completion of the Works
and the remedying of any defects.
4.12
Unforeseeable Physical
Conditions

In this Sub-Clause, “physical conditions” means natural physical conditions and manmade and other physical obstructions and pollutants, which the Contractor
encounters at the Site when executing the Works, including sub-surface andhydrological conditions but excluding climatic conditions.
If the Contractor encounters adverse physical conditions which he considers to havebeen Unforeseeable, the Contractor shall give notice to the Engineer as soon aspracticable.
This notice shall describe the physical conditions, so that they can be inspected by
the Engineer, and shall set out the reasons why the Contractor considers them to be
Unforeseeable. The Contractor shall continue executing the Works, using such properand reasonable measures as are appropriate for the physical conditions, and shallcomply with any instructions which the Engineer may give. If an instruction constitutes
a Variation, Clause 13 [Variations and Adjustments ] shall apply.
If and to the extent that the Contractor encounters physical conditions which are
Unforeseeable, gives such a notice, and suffers delay and/or incurs Cost due to these
conditions, the Contractor shall be entitled subject to notice under Sub-Clause 20.1
[ Contractor’s Claims] to:(a)(b)

an extension of time for any such delay, if completion is or will be delayed,
under Sub-Clause 8.4 [ Extension of Time for Completion ], andpayment of any such Cost, which shall be included in the Contract Price.

Upon receiving such notice and inspecting and/or investigating these physicalconditions, the Engineer shall proceed in accordance with Sub-Clause 3.5[ Determinations ] to agree or determine (i) whether and (if so) to what extent these
physical conditions were Unforeseeable, and (ii) the matters described in subparagraphs (a) and (b) above related to this extent.
However, before additional Cost is finally agreed or determined under sub-paragraph(ii), the Engineer may also review whether other physical conditions in similar parts of
the Works (if any) were more favourable than could reasonably have been foreseen
when the Contractor submitted the Tender. If and to the extent that these morefavourable conditions were encountered, the Engineer may proceed in accordancewith Sub-Clause 3.5 [ Determinations ] to agree or determine the reductions in Cost

18

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

which were due to these conditions, which may be included (as deductions) in theContract Price and Payment Certificates. However, the net effect of all adjustments
under sub-paragraph (b) and all these reductions, for all the physical conditions
encountered in similar parts of the Works, shall not result in a net reduction in theContract Price.
The Engineer shall take account of any evidence of the physical conditions foreseenby the Contractor when submitting the Tender, which shall be made available by theContractor, but shall not be bound by the Contractor’s interpretation of any such
evidence.
4.13
Rights of Way andFacilities

Unless otherwise specified in the Contract the Employer shall provide effective accessto and possession of the Site including special and/or temporary rights-of-way which
are necessary for the Works. The Contractor shall obtain, at his risk and cost, any
additional rights of way or facilities outside the Site which he may require for the
purposes of the Works.

4.14
Avoidance ofInterference

The Contractor shall not interfere unnecessarily or improperly with:(a)(b)

the convenience of the public, or
the access to and use and occupation of all roads and footpaths, irrespectiveof whether they are public or in the possession of the Employer or of others.

The Contractor shall indemnify and hold the Employer harmless against and from all
damages, losses and expenses (including legal fees and expenses) resulting from any
such unnecessary or improper interference.
4.15
Access Route

The Contractor shall be deemed to have been satisfied as to the suitability andavailability of access routes to the Site at Base Date. The Contractor shall use
reasonable efforts to prevent any road or bridge from being damaged by theContractor’s traffic or by the Contractor’s Personnel. These efforts shall include theproper use of appropriate vehicles and routes.
Except as otherwise stated in these Conditions:
(a)
(b)

(c)
(d)
(e)

the Contractor shall (as between the Parties) be responsible for any
maintenance which may be required for his use of access routes;
the Contractor shall provide all necessary signs or directions along accessroutes, and shall obtain any permission which may be required from therelevant authorities for his use of routes, signs and directions;
the Employer shall not be responsible for any claims which may arise from theuse or otherwise of any access route;the Employer does not guarantee the suitability or availability of particularaccess routes; andCosts due to non-suitability or non-availability, for the use required by theContractor, of access routes shall be borne by the Contractor.

4.16
Transport of Goods

Unless otherwise stated in the Particular Conditions:(a)(b)

the Contractor shall give the Engineer not less than 21 days’ notice of the dateon which any Plant or a major item of other Goods will be delivered to the Site;
the Contractor shall be responsible for packing, loading, transporting, receiving,© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

19

(c)

unloading, storing and protecting all Goods and other things required for theWorks; andthe Contractor shall indemnify and hold the Employer harmless against andfrom all damages, losses and expenses (including legal fees and expenses)
resulting from the transport of Goods, and shall negotiate and pay all claims
arising from their transport.

4.17
Contractor’sEquipment

The Contractor shall be responsible for all Contractor’s Equipment. When brought onto the Site, Contractor’s Equipment shall be deemed to be exclusively intended for the
execution of the Works. The Contractor shall not remove from the Site any major itemsof Contractor’s Equipment without the consent of the Engineer. However, consent shallnot be required for vehicles transporting Goods or Contractor’s Personnel off Site.

4.18
Protection of theEnvironment

The Contractor shall take all reasonable steps to protect the environment (both on andoff the Site) and to limit damage and nuisance to people and property resulting from
pollution, noise and other results of his operations.
The Contractor shall ensure that emissions, surface discharges and effluent from theContractor’s activities shall not exceed the values stated in the Specification orprescribed by applicable Laws.

4.19
Electricity, Water andGas

The Contractor shall, except as stated below, be responsible for the provision of all
power, water and other services he may require for his construction activities and to
the extent defined in the Specifications, for the tests.
The Contractor shall be entitled to use for the purposes of the Works such suppliesof electricity, water, gas and other services as may be available on the Site and ofwhich details and prices are given in the Specification. The Contractor shall, at his risk
and cost, provide any apparatus necessary for his use of these services and formeasuring the quantities consumed.
The quantities consumed and the amounts due (at these prices) for such services shallbe agreed or determined by the Engineer in accordance with Sub-Clause 2.5[ Employer’s Claims ] and Sub-Clause 3.5 [ Determinations ]. The Contractor shall pay
these amounts to the Employer.

4.20
Employer’s Equipment
and Free-Issue Materials

The Employer shall make the Employer’s Equipment (if any) available for the use of theContractor in the execution of the Works in accordance with the details, arrangements
and prices stated in the Specification. Unless otherwise stated in the Specification:(a)(b)

the Employer shall be responsible for the Employer’s Equipment, except that
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 orin possession or control of it.

The appropriate quantities and the amounts due (at such stated prices) for the use of
Employer’s Equipment shall be agreed or determined by the Engineer in accordancewith Sub-Clause 2.5 [ Employer’s Claims ] and Sub-Clause 3.5 [ Determinations ]. The
Contractor shall pay these amounts to the Employer.
The Employer shall supply, free of charge, the “free-issue materials” (if any) inaccordance with the details stated in the Specification. The Employer shall, at his risk

20

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

and cost, provide these materials at the time and place specified in the Contract. The
Contractor shall then visually inspect them, and shall promptly give notice to theEngineer of any shortage, defect or default in these materials. Unless otherwise
agreed by both Parties, the Employer shall immediately rectify the notified shortage,
defect or default.
After this visual inspection, the free-issue materials shall come under the care, custodyand control of the Contractor. The Contractor’s obligations of inspection, care,custody and control shall not relieve the Employer of liability for any shortage, defector default not apparent from a visual inspection.
4.21
Progress Reports

Unless otherwise stated in the Particular Conditions, monthly progress reports shall be
prepared by the Contractor and submitted to the Engineer in six copies. The firstreport shall cover the period up to the end of the first calendar month following theCommencement Date. Reports shall be submitted monthly thereafter, each within 7days after the last day of the period to which it relates.
Reporting shall continue until the Contractor has completed all work which is known
to be outstanding at the completion date stated in the Taking-Over Certificate for theWorks.
Each report shall include:
(a)

(b)
(c)

charts and detailed descriptions of progress, including each stage of design (ifany), Contractor’s Documents, procurement, manufacture, delivery to Site,construction, erection and testing; and including these stages for work by eachnominated Subcontractor (as defined in Clause 5 [ NominatedSubcontractors ]),photographs showing the status of manufacture and of progress on the Site;
for the manufacture of each main item of Plant and Materials, the name of the
manufacturer, manufacture location, percentage progress, and the actual or
expected dates of:
(i)
(ii)
(iii)
(iv)

(d)
(e)
(f)
(g)
(h)

commencement of manufacture,
Contractor’s inspections,tests, andshipment and arrival at the Site;the details described in Sub-Clause 6.10 [ Records of Contractor’s Personnel
and Equipment ];copies of quality assurance documents, test results and certificates ofMaterials;
list of notices given under Sub-Clause 2.5 [ Employer’s Claims ] and notices
given under Sub-Clause 20.1 [ Contractor’s Claims ];safety statistics, including details of any hazardous incidents and activities
relating to environmental aspects and public relations; andcomparisons of actual and planned progress, with details of any events orcircumstances which may jeopardise the completion in accordance with theContract, and the measures being (or to be) adopted to overcome delays.

4.22
Security of the Site

Unless otherwise stated in the Particular Conditions:(a)the Contractor shall be responsible for keeping unauthorised persons off theSite, and© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

21

(b)

authorised persons shall be limited to the Contractor’s Personnel and the
Employer’s Personnel; and to any other personnel notified to the Contractor, by
the Employer or the Engineer, as authorised personnel of the Employer’s othercontractors on the Site.

4.23
Contractor’s Operations
on SiteThe Contractor shall confine his operations to the Site, and to any additional areas
which may be obtained by the Contractor and agreed by the Engineer as additional
working areas. The Contractor shall take all necessary precautions to keep
Contractor’s Equipment and Contractor’s Personnel within the Site and these
additional areas, and to keep them off adjacent land.
During the execution of the Works, the Contractor shall keep the Site free from all
unnecessary obstruction, and shall store or dispose of any Contractor’s Equipment or
surplus materials. The Contractor shall clear away and remove from the Site any
wreckage, rubbish and Temporary Works which are no longer required.
Upon the issue of a Taking-Over Certificate, the Contractor shall clear away andremove, from that part of the Site and Works to which the Taking-Over Certificate
refers, all Contractor’s Equipment, surplus material, wreckage, rubbish and Temporary
Works. The Contractor shall leave that part of the Site and the Works in a clean andsafe condition. However, the Contractor may retain on Site, during the Defects
Notification Period, such Goods as are required for the Contractor to fulfil obligations
under the Contract.

4.24
Fossils

All fossils, coins, articles of value or antiquity, and structures and other remains or
items of geological or archaeological interest found on the Site shall be placed under
the care and authority of the Employer. The Contractor shall take reasonableprecautions to prevent Contractor’s Personnel or other persons from removing or
damaging any of these findings.
The Contractor shall, upon discovery of any such finding, promptly give notice to theEngineer, who shall issue instructions for dealing with it. If the Contractor suffers delay
and/or incurs Cost from complying with the instructions, the Contractor shall give afurther notice to the Engineer and shall be entitled subject to Sub-Clause 20.1
[ Contractor’s Claims ] to:(a)(b)

an extension of time for any such delay, if completion is or will be delayed,
under Sub-Clause 8.4 [ Extension of Time for Completion ], andpayment of any such Cost, which shall be included in the Contract Price.

After receiving this further notice, the Engineer shall proceed in accordance with SubClause 3.5 [ Determinations ] to agree or determine these matters.

5

Nominated Subcontractors
5.1
Definition of “nominatedSubcontractor”

In the Contract, “nominated Subcontractor” means a Subcontractor:
(a)
(b)

22

who is stated in the Contract as being a nominated Subcontractor, or
whom the Engineer, under Clause 13 [Variations and Adjustments ], instructs
the Contractor to employ as a Subcontractor subject to Sub-Clause 5.2[ Objection to Notification ].

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

5.2
Objection to Nomination

The Contractor shall not be under any obligation to employ a nominatedSubcontractor against whom the Contractor raises reasonable objection by notice tothe Engineer as soon as practicable, with supporting particulars. An objection shall bedeemed reasonable if it arises from (among other things) any of the following matters,
unless the Employer agrees in writing to indemnify the Contractor against and fromthe consequences of the matter:
(a)
(b)

(c)

there are reasons to believe that the Subcontractor does not have sufficientcompetence, resources or financial strength;
the nominated Subcontractor does not accept to indemnify the Contractor
against and from any negligence or misuse of Goods by the nominatedSubcontractor, his agents and employees; orthe nominated Subcontractor does not accept to enter into a subcontract
which specifies that, for the subcontracted work (including design, if any), thenominated Subcontractor shall:
(i)

(ii)

(iii)

undertake to the Contractor such obligations and liabilities as will enable
the Contractor to discharge his obligations and liabilities under theContract,
indemnify the Contractor against and from all obligations and liabilities
arising under or in connection with the Contract and from theconsequences of any failure by the Subcontractor to perform theseobligations or to fulfil these liabilities, andbe paid only if and when the Contractor has received from the Employer
payments for sums due under the Subcontract referred to under SubClause 5.3 [ Payment to nominated Subcontractors ].

5.3
Payments to nominatedSubcontractors

The Contractor shall pay to the nominated Subcontractor the amounts shown on thenominated Subcontractor’s invoices approved by the Contractor which the Engineer
certifies to be due in accordance with the subcontract. These amounts plus othercharges shall be included in the Contract Price in accordance with sub-paragraph (b)of Sub-clause 13.5 [ Provisional Sums ], except as stated in Sub-Clause 5.4 [ Evidenceof Payments ].

5.4
Evidence of Payments

Before issuing a Payment Certificate which includes an amount payable to anominated Subcontractor, the Engineer may request the Contractor to supply
reasonable evidence that the nominated Subcontractor has received all amounts duein accordance with previous Payment Certificates, less applicable deductions forretention or otherwise. Unless the Contractor:(a)submits this reasonable evidence to the Engineer, or

(b)

(i)
(ii)

satisfies the Engineer in writing that the Contractor is reasonably entitled
to withhold or refuse to pay these amounts, andsubmits to the Engineer reasonable evidence that the nominatedSubcontractor has been notified of the Contractor’s entitlement,

then the Employer may (at his sole discretion) pay, direct to the nominatedSubcontractor, part or all of such amounts previously certified (less applicabledeductions) as are due to the nominated Subcontractor and for which the Contractor
has failed to submit the evidence described in sub-paragraphs (a) or (b) above. The
Contractor shall then repay, to the Employer, the amount which the nominatedSubcontractor was directly paid by the Employer.
© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

23

6

Staff and Labour
6.1
Engagement of
Staff and Labour

Except as otherwise stated in the Specification, the Contractor shall makearrangements for the engagement of all staff and labour, local or otherwise, and fortheir payment, feeding, transport and, when appropriate, housing.
The Contractor is encouraged, to the extent practicable and reasonable, to employ staff
and labour with appropriate qualifications and experience from sources within the Country.

6.2
Rates of Wages andConditions of Labour

The Contractor shall pay rates of wages, and observe conditions of labour, which are
not lower than those established for the trade or industry where the work is carriedout. If no established rates or conditions are applicable, the Contractor shall pay rates
of wages and observe conditions which are not lower than the general level of wages
and conditions observed locally by employers whose trade or industry is similar to thatof the Contractor.
The Contractor shall inform the Contractor’s Personnel about their liability to pay
personal income taxes in the Country in respect of such of their salaries, wages,
allowances and any benefits as are subject to tax under the Laws of the Country forthe time being in force, and the Contractor shall perform such duties in regard to suchdeductions thereof as may be imposed on him by such Laws.

6.3
Persons in the Serviceof Employer

The Contractor shall not recruit, or attempt to recruit, staff and labour from amongst
the Employer’s Personnel.

6.4
Labour Laws

The Contractor shall comply with all the relevant labour Laws applicable to theContractor’s Personnel, including Laws relating to their employment, health, safety,
welfare, immigration and emigration, and shall allow them all their legal rights.
The Contractor shall require his employees to obey all applicable Laws, including
those concerning safety at work.

6.5
Working Hours

No work shall be carried out on the Site on locally recognised days of rest, or outside
the normal working hours stated in the Contract Data, unless:
(a)
(b)
(c)

otherwise stated in the Contract,
the Engineer gives consent, or
the work is unavoidable, or necessary for the protection of life or property or forthe safety of the Works, in which case the Contractor shall immediately advise
the Engineer.

6.6
Facilities for Staffand Labour

Except as otherwise stated in the Specification, the Contractor shall provide andmaintain all necessary accommodation and welfare facilities for the Contractor’s
Personnel. The Contractor shall also provide facilities for the Employer’s Personnel asstated in the Specification.
The Contractor shall not permit any of the Contractor’s Personnel to maintain any
temporary or permanent living quarters within the structures forming part of thePermanent Works.

24© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

6.7
Health and Safety

The Contractor shall at all times take all reasonable precautions to maintain the healthand safety of the Contractor’s Personnel. In collaboration with local health authorities,
the Contractor shall ensure that medical staff, first aid facilities, sick bay andambulance service are available at all times at the Site and at any accommodation forContractor’s and Employer’s Personnel, and that suitable arrangements are made for
all necessary welfare and hygiene requirements and for the prevention of epidemics.
The Contractor shall appoint an accident prevention officer at the Site, responsible formaintaining safety and protection against accidents. This person shall be qualified forthis responsibility, and shall have the authority to issue instructions and take protective
measures to prevent accidents. Throughout the execution of the Works, theContractor shall provide whatever is required by this person to exercise this
responsibility and authority.
The Contractor shall send, to the Engineer, details of any accident as soon aspracticable after its occurrence. The Contractor shall maintain records and makereports concerning health, safety and welfare of persons, and damage to property, as
the Engineer may reasonably require.
HIV-AIDS Prevention. The Contractor shall conduct an HIV-AIDS awarenessprogramme via an approved service provider, and shall undertake such othermeasures as are specified in this Contract to reduce the risk of the transfer of the HIV
virus between and among the Contractor’s Personnel and the local community, topromote early diagnosis and to assist affected individuals.
The Contractor shall throughout the contract (including the Defects Notification
Period): (i) conduct Information, Education and Communication (IEC) campaigns, atleast every other month, addressed to all the Site staff and labour (including all theContractor's employees, all Subcontractors and any other Contractor’s or Employer’s
personnel, and all truck drivers and crew making deliveries to Site for construction
activities) and to the immediate local communities, concerning the risks, dangers andimpact, and appropriate avoidance behaviour with respect to, of Sexually Transmitted
Diseases (STD) - or Sexually Transmitted Infections (STI) in general and HIV/AIDS inparticular; (ii) provide male or female condoms for all Site staff and labour as
appropriate; and (iii) provide for STI and HIV/AIDS screening, diagnosis, counselling
and referral to a dedicated national STI and HIV/AIDS programme, (unless otherwise
agreed) of all Site staff and labour.
The Contractor shall include in the programme to be submitted for the execution of
the Works under Sub-Clause 8.3 an alleviation programme for Site staff and labour
and their families in respect of Sexually Transmitted Infections (STI) and Sexually
Transmitted Diseases (STD) including HIV/AIDS. The STI, STD and HIV/AIDS
alleviation programme shall indicate when, how and at what cost the Contractor plans
to satisfy the requirements of this Sub-Clause and the related specification. For eachcomponent, the programme shall detail the resources to be provided or utilised andany related sub-contracting proposed. The programme shall also include provision ofa detailed cost estimate with supporting documentation. Payment to the Contractor
for preparation and implementation this programme shall not exceed the Provisional
Sum dedicated for this purpose.

6.8
Contractor’s
Superintendence

Throughout the execution of the Works, and as long thereafter as is necessary to fulfil
the Contractor’s obligations, the Contractor shall provide all necessary
superintendence to plan, arrange, direct, manage, inspect and test the work.
Superintendence shall be given by a sufficient number of persons having adequate© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

25

knowledge of the language for communications (defined in Sub-Clause 1.4 [ Law and
Language ]) and of the operations to be carried out (including the methods andtechniques required, the hazards likely to be encountered and methods of preventing
accidents), for the satisfactory and safe execution of the Works.
6.9
Contractor’s
Personnel

The Contractor’s Personnel shall be appropriately qualified, skilled and experienced intheir respective trades or occupations. The Engineer may require the Contractor to
remove (or cause to be removed) any person employed on the Site or Works,
including the Contractor’s Representative if applicable, who:
(a)
(b)
(c)
(d)

persists in any misconduct or lack of care,
carries out duties incompetently or negligently,
fails to conform with any provisions of the Contract, or
persists in any conduct which is prejudicial to safety, health, or the protectionof the environment.

If appropriate, the Contractor shall then appoint (or cause to be appointed) a suitablereplacement person.
6.10
Records of Contractor’s
Personnel andEquipment

The Contractor shall submit, to the Engineer, details showing the number of eachclass of Contractor’s Personnel and of each type of Contractor’s Equipment on theSite. Details shall be submitted each calendar month, in a form approved by theEngineer, until the Contractor has completed all work which is known to beoutstanding at the completion date stated in the Taking-Over Certificate for theWorks.

6.11
Disorderly Conduct

The Contractor shall at all times take all reasonable precautions to prevent any
unlawful, riotous or disorderly conduct by or amongst the Contractor’s Personnel, andto preserve peace and protection of persons and property on and near the Site.

6.12
Foreign Personnel

The Contractor may bring in to the Country any foreign personnel who are necessary
for the execution of the Works to the extent allowed by the applicable Laws. The
Contractor shall ensure that these personnel are provided with the required residence
visas and work permits. The Employer will, if requested by the Contractor, use his best
endeavours in a timely and expeditious manner to assist the Contractor in obtaining
any local, state, national, or government permission required for bringing in theContractor’s personnel.
The Contractor shall be responsible for the return of these personnel to the place
where they were recruited or to their domicile. In the event of the death in the Countryof any of these personnel or members of their families, the Contractor shall similarly
be responsible for making the appropriate arrangements for their return or burial.

6.13
Supply of Foodstuffs

The Contractor shall arrange for the provision of a sufficient supply of suitable food as
may be stated in the Specification at reasonable prices for the Contractor’s Personnel
for the purposes of or in connection with the Contract.

6.14
Supply of Water

The Contractor shall, having regard to local conditions, provide on the Site anadequate supply of drinking and other water for the use of the Contractor’s
Personnel.

26© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

6.15
Measures against Insect
and Pest Nuisance

The Contractor shall at all times take the necessary precautions to protect theContractor’s Personnel employed on the Site from insect and pest nuisance, and to
reduce the danger to their health. The Contractor shall comply with all the regulationsof the local health authorities, including use of appropriate insecticide.

6.16
Alcoholic Liquor or Drugs The Contractor shall not, otherwise than in accordance with the Laws of the Country,
import, sell, give, barter or otherwise dispose of any alcoholic liquor or drugs, or permit
or allow importation, sale, gift, barter or disposal thereto by Contractor’s Personnel.
6.17
Arms and Ammunition

The Contractor shall not give, barter, or otherwise dispose of, to any person, any arms
or ammunition of any kind, or allow Contractor’s Personnel to do so.

6.18
Festivals and Religious
Customs

The Contractor shall respect the Country’s recognized festivals, days of rest andreligious or other customs.

6.19
Funeral Arrangements

The Contractor shall be responsible, to the extent required by local regulations, formaking any funeral arrangements for any of his local employees who may die while
engaged upon the Works.

6.20
Forced Labour

The Contractor shall not employ forced labour, which consists of any work or service,
not voluntarily performed, that is exacted from an individual under threat of force or
penalty, and includes any kind of involuntary or compulsory labour, such as indentured
labour, bonded labour or similar labour-contracting arrangements.

6.21
Child Labour

The Contractor shall not employ children in a manner that is economically exploitative,
or is likely to be hazardous, or to interfere with, the child’s education, or to be harmful
to the child’s health or physical, mental, spiritual, moral, or social development. Where
the relevant labour laws of the Country have provisions for employment of minors, theContractor shall follow those laws applicable to the Contractor. Children below the ageof 18 years shall not be employed in dangerous work.

6.22
Employment Records ofWorkers

The Contractor shall keep complete and accurate records of the employment oflabour at the Site. The records shall include the names, ages, genders, hours worked
and wages paid to all workers. These records shall be summarised on a monthly basis
and submitted to the Engineer. These records shall be included in the details to besubmitted by the Contractor under Sub-Clause 6.10 [ Records of Contractor’s
Personnel and Equipment ].

6.23
Workers' Organisations

In countries where the relevant labour laws recognise workers’ rights to form and tojoin workers’ organisations of their choosing without interference and to bargain
collectively, the Contractor shall comply with such laws. Where the relevant labourlaws substantially restrict workers’ organisations, the Contractor shall enable
alternative means for the Contractor’s Personnel to express their grievances andprotect their rights regarding working conditions and terms of employment. In eithercase described above, and where the relevant labour laws are silent, the Contractor
shall not discourage the Contractor’s Personnel from forming or joining workers’organisations of their choosing or from bargaining collectively, and shall notdiscriminate or retaliate against the Contractor’s Personnel who participate, or seek to© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

27

participate, in such organisations and bargain collectively. The Contractor shallengage with such workers’ representatives. Workers’ organisations are expected tofairly represent the workers in the workforce.
6.24
Non-Discrimination andEqual Opportunity

The Contractor shall not make employment decisions on the basis of personal
characteristics unrelated to inherent job requirements. The Contractor shall base theemployment relationship on the principle of equal opportunity and fair treatment, andshall not discriminate with respect to aspects of the employment relationship,including recruitment and hiring, compensation (including wages and benefits),
working conditions and terms of employment, access to training, promotion,
termination of employment or retirement, and discipline. In countries where therelevant labour laws provide for non-discrimination in employment, the Contractor
shall comply with such laws. When the relevant labour laws are silent on nondiscrimination in employment, the Contractor shall meet this Sub-Clause’s
requirements. Special measures of protection or assistance to remedy past
discrimination or selection for a particular job based on the inherent requirements of
the job shall not be deemed discrimination.

7

Plant, Materials and Workmanship
7.1
Manner of Execution

The Contractor shall carry out the manufacture of Plant, the production andmanufacture of Materials, and all other execution of the Works:
(a)
(b)
(c)

in the manner (if any) specified in the Contract,
in a proper workmanlike and careful manner, in accordance with recognised
good practice, andwith properly equipped facilities and non-hazardous Materials, except asotherwise specified in the Contract.

7.2
Samples

The Contractor shall submit the following samples of Materials, and relevant
information, to the Engineer for consent prior to using the Materials in or for the Works:(a)(b)

manufacturer’s standard samples of Materials and samples specified in theContract, all at the Contractor’s cost, andadditional samples instructed by the Engineer as a Variation.

Each sample shall be labelled as to origin and intended use in the Works.
7.3
Inspection

The Employer’s Personnel shall at all reasonable times:(a)(b)

have full access to all parts of the Site and to all places from which natural
Materials are being obtained, andduring production, manufacture and construction (at the Site and elsewhere),be entitled to examine, inspect, measure and test the materials andworkmanship, and to check the progress of manufacture of Plant andproduction and manufacture of Materials.

The Contractor shall give the Employer’s Personnel full opportunity to carry out these
activities, including providing access, facilities, permissions and safety equipment. No
such activity shall relieve the Contractor from any obligation or responsibility.

28© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

The Contractor shall give notice to the Engineer whenever any work is ready andbefore it is covered up, put out of sight, or packaged for storage or transport. The
Engineer shall then either carry out the examination, inspection, measurement or
testing without unreasonable delay, or promptly give notice to the Contractor that theEngineer does not require to do so. If the Contractor fails to give the notice, he shall,
if and when required by the Engineer, uncover the work and thereafter reinstate andmake good, all at the Contractor’s cost.
7.4
Testing

This Sub-Clause shall apply to all tests specified in the Contract, other than the Tests
after Completion (if any).
Except as otherwise specified in the Contract, the Contractor shall provide allapparatus, assistance, documents and other information, electricity, equipment, fuel,consumables, instruments, labour, materials, and suitably qualified and experienced
staff, as are necessary to carry out the specified tests efficiently. The Contractor shallagree, with the Engineer, the time and place for the specified testing of any Plant,
Materials and other parts of the Works.
The Engineer may, under Clause 13 [ Variations and Adjustments ], vary the location ordetails of specified tests, or instruct the Contractor to carry out additional tests. If
these varied or additional tests show that the tested Plant, Materials or workmanshipis not in accordance with the Contract, the cost of carrying out this Variation shall beborne by the Contractor, notwithstanding other provisions of the Contract.
The Engineer shall give the Contractor not less than 24 hours’ notice of the Engineer’s
intention to attend the tests. If the Engineer does not attend at the time and placeagreed, the Contractor may proceed with the tests, unless otherwise instructed by theEngineer, and the tests shall then be deemed to have been made in the Engineer’s
presence.
If the Contractor suffers delay and/or incurs Cost from complying with these
instructions or as a result of a delay for which the Employer is responsible, theContractor shall give notice to the Engineer and shall be entitled subject to SubClause 20.1 [Contractor’s Claims ] to:(a)(b)

an extension of time for any such delay, if completion is or will be delayed,
under Sub-Clause 8.4 [ Extension of Time for Completion ], andpayment of any such Cost plus profit, which shall be included in the Contract
Price.

After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3.5 [ Determinations ] to agree or determine these matters.
The Contractor shall promptly forward to the Engineer duly certified reports of thetests. When the specified tests have been passed, the Engineer shall endorse theContractor’s test certificate, or issue a certificate to him, to that effect. If the Engineer
has not attended the tests, he shall be deemed to have accepted the readings asaccurate.
7.5
Rejection

If, as a result of an examination, inspection, measurement or testing, any Plant,
Materials or workmanship is found to be defective or otherwise not in accordance with
the Contract, the Engineer may reject the Plant, Materials or workmanship by giving
notice to the Contractor, with reasons. The Contractor shall then promptly make goodthe defect and ensure that the rejected item complies with the Contract.
© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

29

If the Engineer requires this Plant, Materials or workmanship to be retested, the tests
shall be repeated under the same terms and conditions. If the rejection and retestingcause the Employer to incur additional costs, the Contractor shall subject to SubClause 2.5 [Employer’s Claims ] pay these costs to the Employer.
7.6
Remedial Work

Notwithstanding any previous test or certification, the Engineer may instruct theContractor to:
(a)
(b)
(c)

remove from the Site and replace any Plant or Materials which is not inaccordance with the Contract,
remove and re-execute any other work which is not in accordance with theContract, andexecute any work which is urgently required for the safety of the Works,
whether because of an accident, unforeseeable event or otherwise.

The Contractor shall comply with the instruction within a reasonable time, which shallbe the time (if any) specified in the instruction, or immediately if urgency is specified
under sub-paragraph (c).
If the Contractor fails to comply with the instruction, the Employer shall be entitled to
employ and pay other persons to carry out the work. Except to the extent that theContractor would have been entitled to payment for the work, the Contractor shallsubject to Sub-Clause 2.5 [ Employer’s Claims ] pay to the Employer all costs arisingfrom this failure.
7.7
Ownership of Plant andMaterials

Except as otherwise provided in the Contract, each item of Plant and Materials shall,to the extent consistent with the Laws of the Country, become the property of the
Employer at whichever is the earlier of the following times, free from liens and otherencumbrances:(a)(b)

when it is incorporated in the Works;
when the Contractor is paid the corresponding value of the Plant and Materials
under Sub-Clause 8.10 [ Payment for Plant and Materials in Event ofSuspension ].

7.8
Royalties

Unless otherwise stated in the Specification, the Contractor shall pay all royalties,
rents and other payments for:(a)(b)

natural Materials obtained from outside the Site, andthe disposal of material from demolitions and excavations and of other surplus
material (whether natural or man-made), except to the extent that disposal
areas within the Site are specified in the Contract.

8

Commencement, Delays and Suspension
8.1
Commencement of Works Except as otherwise specified in the Particular Conditions of Contract, theCommencement Date shall be the date at which the following precedent conditions
have all been fulfilled and the Engineer’s notification recording the agreement of both
Parties on such fulfilment and instructing to commence the Work is received by theContractor:

30© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

(a)
(b)
(c)

(d)

signature of the Contract Agreement by both Parties, and if required, approvalof the Contract by relevant authorities of the Country;
delivery to the Contractor of reasonable evidence of the Employer’s Financial
arrangements (under Sub-Clause 2.4 [ Employer’s Financial Arrangements ]);except if otherwise specified in the Contract Data, effective access to andpossession of the Site given to the Contractor together with such permission(s)under (a) of Sub-Clause 1.13 [ Compliance with Laws ] as required for thecommencement of the Works;
receipt by the Contractor of the Advance Payment under Sub-Clause 14.2
[ Advance Payment ] provided that the corresponding bank guarantee has beendelivered by the Contractor.

If the said Engineer’s instruction is not received by the Contractor within 180 days fromhis receipt of the Letter of Acceptance, the Contractor shall be entitled to terminate
the Contract under Sub-Clause 16.2 [ Termination by Contractor ].
The Contractor shall commence the execution of the Works as soon as is reasonably
practicable after the Commencement Date, and shall then proceed with the Works
with due expedition and without delay.
8.2
Time for Completion

The Contractor shall complete the whole of the Works, and each Section (if any), within
the Time for Completion for the Works or Section (as the case may be), including:(a)(b)

achieving the passing of the Tests on Completion, andcompleting all work which is stated in the Contract as being required for theWorks or Section to be considered to be completed for the purposes of takingover under Sub-Clause 10.1 [ Taking Over of the Works and Sections ].

8.3
Programme

The Contractor shall submit a detailed time programme to the Engineer within 28 days
after receiving the notice under Sub-Clause 8.1 [ Commencement of Works ]. The
Contractor shall also submit a revised programme whenever the previous programme
is inconsistent with actual progress or with the Contractor’s obligations. Each
programme shall include:
(a)

(b)
(c)
(d)

the order in which the Contractor intends to carry out the Works, including the
anticipated timing of each stage of design (if any), Contractor’s Documents,
procurement, manufacture of Plant, delivery to Site, construction, erection andtesting,each of these stages for work by each nominated Subcontractor (as defined in
Clause 5 [Nominated Subcontractors ],the sequence and timing of inspections and tests specified in the Contract, anda supporting report which includes:
(i)
(ii)

a general description of the methods which the Contractor intends toadopt, and of the major stages, in the execution of the Works, anddetails showing the Contractor’s reasonable estimate of the number of
each class of Contractor’s Personnel and of each type of Contractor’sEquipment, required on the Site for each major stage.

Unless the Engineer, within 21 days after receiving a programme, gives notice to theContractor stating the extent to which it does not comply with the Contract, theContractor shall proceed in accordance with the programme, subject to his otherobligations under the Contract. The Employer’s Personnel shall be entitled to rely upon
the programme when planning their activities.
© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

31

The Contractor shall promptly give notice to the Engineer of specific probable future
events or circumstances which may adversely affect the work, increase the Contract
Price or delay the execution of the Works. The Engineer may require the Contractor
to submit an estimate of the anticipated effect of the future event or circumstances,
and/or a proposal under Sub-Clause 13.3 [ Variation Procedure ].
If, at any time, the Engineer gives notice to the Contractor that a programme fails (tothe extent stated) to comply with the Contract or to be consistent with actual progress
and the Contractor’s stated intentions, the Contractor shall submit a revised
programme to the Engineer in accordance with this Sub-Clause.
8.4
Extension of Time forCompletion

The Contractor shall be entitled subject to Sub-Clause 20.1 [ Contractor’s Claims ] toan extension of the Time for Completion if and to the extent that completion for the
purposes of Sub-Clause 10.1 [ Taking-Over of the Works and Sections ] is or will bedelayed by any of the following causes:
(a)

(b)
(c)
(d)
(e)

a Variation (unless an adjustment to the Time for Completion has been agreed
under Sub-Clause 13.3 [ Variation Procedure ]) or other substantial change inthe quantity of an item of work included in the Contract,a cause of delay giving an entitlement to extension of time under a Sub-Clauseof these Conditions,
exceptionally adverse climatic conditions,
Unforeseeable shortages in the availability of personnel or Goods caused by
epidemic or governmental actions, or
any delay, impediment or prevention caused by or attributable to the Employer,
the Employer’s Personnel, or the Employer’s other contractors.

If the Contractor considers himself to be entitled to an extension of the Time forCompletion, the Contractor shall give notice to the Engineer in accordance with SubClause 20.1 [ Contractor’s Claims ]. When determining each extension of time under
Sub-Clause 20.1, the Engineer shall review previous determinations and may
increase, but shall not decrease, the total extension of time.
8.5
Delays Caused by
Authorities

If the following conditions apply, namely:
(a)
(b)
(c)

the Contractor has diligently followed the procedures laid down by the relevant
legally constituted public authorities in the Country,
these authorities delay or disrupt the Contractor’s work, andthe delay or disruption was Unforeseeable,

then this delay or disruption will be considered as a cause of delay under subparagraph (b) of Sub-Clause 8.4 [ Extension of Time for Completion ].
8.6
Rate of ProgressIf, at any time:(a)(b)

actual progress is too slow to complete within the Time for Completion,
and/orprogress has fallen (or will fall) behind the current programme under Sub-Clause
8.3 [ Programme ],other than as a result of a cause listed in Sub-Clause 8.4 [ Extension of Time forCompletion ], then the Engineer may instruct the Contractor to submit, under SubClause 8.3 [ Programme ], a revised programme and supporting report describing the32© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

revised methods which the Contractor proposes to adopt in order to expedite
progress and complete within the Time for Completion.
Unless the Engineer notifies otherwise, the Contractor shall adopt these revised
methods, which may require increases in the working hours and/or in the numbers ofContractor’s Personnel and/or Goods, at the risk and cost of the Contractor. If theserevised methods cause the Employer to incur additional costs, the Contractor shallsubject to notice under Sub-Clause 2.5 [ Employer’s Claims ] pay these costs to the
Employer, in addition to delay damages (if any) under Sub-Clause 8.7 below.
Additional costs of revised methods including acceleration measures, instructed by
the Engineer to reduce delays resulting from causes listed under Sub-Clause 8.4[ Extension of Time for Completion ] shall be paid by the Employer, without generating,however, any other additional payment benefit to the Contractor.
8.7
Delay Damages

If the Contractor fails to comply with Sub-Clause 8.2 [Time for Completion ], theContractor shall subject to notice under Sub-Clause 2.5 [ Employer’s Claims ] pay
delay damages to the Employer for this default. These delay damages shall be thesum stated in the Contract Data, which shall be paid for every day which shall elapse
between the relevant Time for Completion and the date stated in the Taking-Over
Certificate. However, the total amount due under this Sub-Clause shall not exceed the
maximum amount of delay damages (if any) stated in the Contract Data.
These delay damages shall be the only damages due from the Contractor for suchdefault, other than in the event of termination under Sub-Clause 15.2 [ Termination by
Employer ] prior to completion of the Works. These damages shall not relieve theContractor from his obligation to complete the Works, or from any other duties,
obligations or responsibilities which he may have under the Contract.

8.8
Suspension of WorkThe Engineer may at any time instruct the Contractor to suspend progress of part or
all of the Works. During such suspension, the Contractor shall protect, store andsecure such part or the Works against any deterioration, loss or damage.
The Engineer may also notify the cause for the suspension. If and to the extent thatthe cause is notified and is the responsibility of the Contractor, the following SubClauses 8.9, 8.10 and 8.11 shall not apply.

8.9
Consequences ofSuspension

If the Contractor suffers delay and/or incurs Cost from complying with the Engineer’s
instructions under Sub-Clause 8.8 [ Suspension of Work ] and/or from resuming thework, the Contractor shall give notice to the Engineer and shall be entitled subject to
Sub-Clause 20.1 [ Contractor’s Claims ] to:(a)(b)

an extension of time for any such delay, if completion is or will be delayed,
under Sub-Clause 8.4 [ Extension of Time for Completion ], andpayment of any such Cost, which shall be included in the Contract Price.

After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3.5 [ Determinations ] to agree or determine these matters.
The Contractor shall not be entitled to an extension of time for, or to payment of theCost incurred in, making good the consequences of the Contractor’s faulty design,
workmanship or materials, or of the Contractor’s failure to protect, store or secure inaccordance with Sub-Clause 8.8 [ Suspension of Work ].
© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

33

8.10
Payment for Plant andMaterials in Event ofSuspension

The Contractor shall be entitled to payment of the value (as at the date of suspension)of Plant and/or Materials which have not been delivered to Site, if:(a)(b)

the work on Plant or delivery of Plant and/or Materials has been suspended formore than 28 days, andthe Contractor has marked the Plant and/or Materials as the Employer’s
property in accordance with the Engineer’s instructions.

8.11
Prolonged Suspension

If the suspension under Sub-Clause 8.8 [ Suspension of Work ] has continued for morethan 84 days, the Contractor may request the Engineer’s permission to proceed. If theEngineer does not give permission within 28 days after being requested to do so, theContractor may, by giving notice to the Engineer, treat the suspension as an omission
under Clause 13 [ Variations and Adjustments ] of the affected part of the Works. If thesuspension affects the whole of the Works, the Contractor may give notice oftermination under Sub-Clause 16.2 [ Termination by Contractor ].

8.12
Resumption of Work

After the permission or instruction to proceed is given, the Contractor and theEngineer shall jointly examine the Works and the Plant and Materials affected by thesuspension. The Contractor shall make good any deterioration or defect in or loss ofthe Works or Plant or Materials, which has occurred during the suspension after
receiving from the Engineer an instruction to this effect under Clause 13 [ Variations
and Adjustments ].

9

Tests on Completion
9.1
Contractor’s Obligations

The Contractor shall carry out the Tests on Completion in accordance with this Clause
and Sub-Clause 7.4 [ Testing ], after providing the documents in accordance with subparagraph (d) of Sub-Clause 4.1 [ Contractor’s General Obligations ].
The Contractor shall give to the Engineer not less than 21 days’ notice of the date after
which the Contractor will be ready to carry out each of the Tests on Completion.
Unless otherwise agreed, Tests on Completion shall be carried out within 14 days after
this date, on such day or days as the Engineer shall instruct.
In considering the results of the Tests on Completion, the Engineer shall makeallowances for the effect of any use of the Works by the Employer on the performanceor other characteristics of the Works. As soon as the Works, or a Section, havepassed any Tests on Completion, the Contractor shall submit a certified report of theresults of these Tests to the Engineer.

9.2
Delayed Tests

If the Tests on Completion are being unduly delayed by the Employer, Sub-Clause 7.4[ Testing ] (fifth paragraph) and/or Sub-Clause 10.3 [ Interference with Tests on
Completion ] shall be applicable.
If the Tests on Completion are being unduly delayed by the Contractor, the Engineer
may by notice require the Contractor to carry out the Tests within 21 days after
receiving the notice. The Contractor shall carry out the Tests on such day or days
within that period as the Contractor may fix and of which he shall give notice to theEngineer.

34© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

If the Contractor fails to carry out the Tests on Completion within the period of 21days, the Employer’s Personnel may proceed with the Tests at the risk and cost of theContractor. The Tests on Completion shall then be deemed to have been carried out
in the presence of the Contractor and the results of the Tests shall be accepted as
accurate.
9.3
If the Works, or a Section, fail to pass the Tests on Completion, Sub-Clause 7.5[ Rejection ] shall apply, and the Engineer or the Contractor may require the failed Tests,
and Tests on Completion on any related work, to be repeated under the same terms
and conditions.

Retesting

9.4
Failure to Pass Tests on
Completion

If the Works, or a Section, fail to pass the Tests on Completion repeated under SubClause 9.3 [ Retesting ], the Engineer shall be entitled to:
(a)
(b)

(c)

order further repetition of Tests on Completion under Sub-Clause 9.3;
if the failure deprives the Employer of substantially the whole benefit of theWorks or Section, reject the Works or Section (as the case may be), in which
event the Employer shall have the same remedies as are provided in subparagraph (c) of Sub-Clause 11.4 [ Failure to Remedy Defects ]; or
issue a Taking-Over Certificate, if the Employer so requests.

In the event of sub-paragraph (c), the Contractor shall proceed in accordance with allother obligations under the Contract, and the Contract Price shall be reduced by suchamount as shall be appropriate to cover the reduced value to the Employer as a resultof this failure. Unless the relevant reduction for this failure is stated (or its method of
calculation is defined) in the Contract, the Employer may require the reduction to be(i) agreed by both Parties (in full satisfaction of this failure only) and paid before thisTaking-Over Certificate is issued, or (ii) determined and paid under Sub-Clause 2.5[ Employer’s Claims ] and Sub-Clause 3.5 [ Determinations ].

10

Employer’s Taking Over
10.1
Taking Over of theWorks and Sections

Except as stated in Sub-Clause 9.4 [ Failure to Pass Tests on Completion ], the Works
shall be taken over by the Employer when (i) the Works have been completed inaccordance with the Contract, including the matters described in Sub-Clause 8.2[ Time for Completion ] and except as allowed in sub-paragraph (a) below, and (ii) a
Taking-Over Certificate for the Works has been issued, or is deemed to have been
issued in accordance with this Sub-Clause.
The Contractor may apply by notice to the Engineer for a Taking-Over Certificate notearlier than 14 days before the Works will, in the Contractor’s opinion, be complete
and ready for taking over. If the Works are divided into Sections, the Contractor may
similarly apply for a Taking-Over Certificate for each Section.
The Engineer shall, within 28 days after receiving the Contractor’s application:(a)issue the Taking-Over Certificate to the Contractor, stating the date on which
the Works or Section were completed in accordance with the Contract, except
for any minor outstanding work and defects which will not substantially affectthe use of the Works or Section for their intended purpose (either until or whilst
this work is completed and these defects are remedied); or© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

35

(b)

reject the application, giving reasons and specifying the work required to bedone by the Contractor to enable the Taking-Over Certificate to be issued. The
Contractor shall then complete this work before issuing a further notice under
this Sub-Clause.

If the Engineer fails either to issue the Taking-Over Certificate or to reject theContractor’s application within the period of 28 days, and if the Works or Section(as the case may be) are substantially in accordance with the Contract, the TakingOver Certificate shall be deemed to have been issued on the last day of that
period.
10.2
Taking Overof Parts of the Works

The Engineer may, at the sole discretion of the Employer, issue a Taking-Over
Certificate for any part of the Permanent Works.
The Employer shall not use any part of the Works (other than as a temporary measure
which is either specified in the Contract or agreed by both Parties) unless and until theEngineer has issued a Taking-Over Certificate for this part. However, if the Employer
does use any part of the Works before the Taking-Over Certificate is issued:
(a)
(b)
(c)

the part which is used shall be deemed to have been taken over as from thedate on which it is used,
the Contractor shall cease to be liable for the care of such part as from thisdate, when responsibility shall pass to the Employer, andif requested by the Contractor, the Engineer shall issue a Taking-Over
Certificate for this part.

After the Engineer has issued a Taking-Over Certificate for a part of the Works, theContractor shall be given the earliest opportunity to take such steps as may benecessary to carry out any outstanding Tests on Completion. The Contractor shallcarry out these Tests on Completion as soon as practicable before the expiry date of
the relevant Defects Notification Period.
If the Contractor incurs Cost as a result of the Employer taking over and/or using apart of the Works, other than such use as is specified in the Contract or agreed by theContractor, the Contractor shall (i) give notice to the Engineer and (ii) be entitledsubject to Sub-Clause 20.1 [ Contractor’s Claims ] to payment of any such Cost plus
profit, which shall be included in the Contract Price. After receiving this notice, theEngineer shall proceed in accordance with Sub-Clause 3.5 [ Determinations ] to agree
or determine this Cost and profit.
If a Taking-Over Certificate has been issued for a part of the Works (other than aSection), the delay damages thereafter for completion of the remainder of the Works
shall be reduced. Similarly, the delay damages for the remainder of the Section (if any)
in which this part is included shall also be reduced. For any period of delay after thedate stated in this Taking-Over Certificate, the proportional reduction in these delay
damages shall be calculated as the proportion which the value of the part so certified
bears to the value of the Works or Section (as the case may be) as a whole. The
Engineer shall proceed in accordance with Sub-Clause 3.5 [ Determinations ] to agree
or determine these proportions. The provisions of this paragraph shall only apply tothe daily rate of delay damages under Sub-Clause 8.7 [ Delay Damages ], and shall notaffect the maximum amount of these damages.
10.3
Interference with Tests on If the Contractor is prevented, for more than 14 days, from carrying out the Tests on
Completion
Completion by a cause for which the Employer is responsible, the Employer shall be

36© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

deemed to have taken over the Works or Section (as the case may be) on the datewhen the Tests on Completion would otherwise have been completed.
The Engineer shall then issue a Taking-Over Certificate accordingly, and theContractor shall carry out the Tests on Completion as soon as practicable, before theexpiry date of the Defects Notification Period. The Engineer shall require the Tests on
Completion to be carried out by giving 14 days’ notice and in accordance with therelevant provisions of the Contract.
If the Contractor suffers delay and/or incurs Cost as a result of this delay in carryingout the Tests on Completion, the Contractor shall give notice to the Engineer and shallbe entitled subject to Sub-Clause 20.1 [ Contractor’s Claims ] to:(a)(b)

an extension of time for any such delay, if completion is or will be delayed,
under Sub-Clause 8.4 [ Extension of Time for Completion], andpayment of any such Cost plus profit, which shall be included in the Contract Price.

After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3.5 [ Determinations ] to agree or determine these matters.
10.4
Surfaces Requiring
Reinstatement

Except as otherwise stated in a Taking-Over Certificate, a certificate for a Section orpart of the Works shall not be deemed to certify completion of any ground or othersurfaces requiring reinstatement.

11

Defects Liability
11.1
Completion of
Outstanding Work andRemedying Defects

In order that the Works and Contractor’s Documents, and each Section, shall be in
the condition required by the Contract (fair wear and tear excepted) by the expiry dateof the relevant Defects Notification Period or as soon as practicable thereafter, theContractor shall:(a)(b)

complete any work which is outstanding on the date stated in a Taking-Over
Certificate, within such reasonable time as is instructed by the Engineer, andexecute all work required to remedy defects or damage, as may be notified by(or on behalf of) the Employer on or before the expiry date of the Defects
Notification Period for the Works or Section (as the case may be).

If a defect appears or damage occurs, the Contractor shall be notified accordingly, by(or on behalf of) the Employer.
11.2
Cost of Remedying
Defects

All work referred to in sub-paragraph (b) of Sub-Clause 11.1 [ Completion of
Outstanding Work and Remedying Defects ] shall be executed at the risk and cost of
the Contractor, if and to the extent that the work is attributable to:
(a)
(b)
(c)

any design for which the Contractor is responsible,
Plant, Materials or workmanship not being in accordance with the Contract, or
failure by the Contractor to comply with any other obligation.

If and to the extent that such work is attributable to any other cause, the Contractor
shall be notified promptly by (or on behalf of) the Employer, and Sub-Clause 13.3
[Variation Procedure ] shall apply.
© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

37

11.3
Extension of Defects
Notification Period

The Employer shall be entitled subject to Sub-Clause 2.5 [ Employer’s Claims] to an
extension of the Defects Notification Period for the Works or a Section if and to theextent that the Works, Section or a major item of Plant (as the case may be, and after
taking over) cannot be used for the purposes for which they are intended by reasonof a defect or by reason of damage attributable to the Contractor. However, a Defects
Notification Period shall not be extended by more than two years.
If delivery and/or erection of Plant and/or Materials was suspended under Sub-Clause
8.8 [ Suspension of Work ] or Sub-Clause 16.1 [ Contractor’s Entitlement to Suspend
Work ], the Contractor’s obligations under this Clause shall not apply to any defects or
damage occurring more than two years after the Defects Notification Period for the
Plant and/or Materials would otherwise have expired.

11.4
Failure to Remedy
Defects

If the Contractor fails to remedy any defect or damage within a reasonable time, adate may be fixed by (or on behalf of) the Employer, on or by which the defect ordamage is to be remedied. The Contractor shall be given reasonable notice of thisdate.
If the Contractor fails to remedy the defect or damage by this notified date and this
remedial work was to be executed at the cost of the Contractor under Sub-Clause
11.2 [Cost of Remedying Defects ], the Employer may (at his option):
(a)

(b)
(c)

carry out the work himself or by others, in a reasonable manner and at theContractor’s cost, but the Contractor shall have no responsibility for this work;and the Contractor shall subject to Sub-Clause 2.5 [ Employer’s Claims ] pay to
the Employer the costs reasonably incurred by the Employer in remedying thedefect or damage;require the Engineer to agree or determine a reasonable reduction in theContract Price in accordance with Sub-Clause 3.5 [ Determinations ]; or
if the defect or damage deprives the Employer of substantially the whole
benefit of the Works or any major part of the Works, terminate the Contract asa whole, or in respect of such major part which cannot be put to the intended
use. Without prejudice to any other rights, under the Contract or otherwise,
the Employer shall then be entitled to recover all sums paid for the Works orfor such part (as the case may be), plus financing costs and the cost of
dismantling the same, clearing the Site and returning Plant and Materials to theContractor.

11.5
Removal of DefectiveWork

If the defect or damage cannot be remedied expeditiously on the Site and the
Employer gives consent, the Contractor may remove from the Site for the purposesof repair such items of Plant as are defective or damaged. This consent may require
the Contractor to increase the amount of the Performance Security by the full
replacement cost of these items, or to provide other appropriate security.

11.6
Further Tests

If the work of remedying of any defect or damage may affect the performance of theWorks, the Engineer may require the repetition of any of the tests described in theContract. The requirement shall be made by notice within 28 days after the defect ordamage is remedied.
These tests shall be carried out in accordance with the terms applicable to theprevious tests, except that they shall be carried out at the risk and cost of the Party
liable, under Sub-Clause 11.2 [ Cost of Remedying Defects ], for the cost of theremedial work.

38© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

11.7
Right of Access

Until the Performance Certificate has been issued, the Contractor shall have such rightof access to the Works as is reasonably required in order to comply with this Clause,
except as may be inconsistent with the Employer’s reasonable security restrictions.

11.8
Contractor to Search

The Contractor shall, if required by the Engineer, search for the cause of any defect,
under the direction of the Engineer. Unless the defect is to be remedied at the cost of
the Contractor under Sub-Clause 11.2 [ Cost of Remedying Defects], the Cost of thesearch plus profit shall be agreed or determined by the Engineer in accordance with
Sub-Clause 3.5 [ Determinations ] and shall be included in the Contract Price.

11.9
Performance Certificate

Performance of the Contractor’s obligations shall not be considered to have been
completed until the Engineer has issued the Performance Certificate to the Contractor,
stating the date on which the Contractor completed his obligations under theContract.
The Engineer shall issue the Performance Certificate within 28 days after the latest of
the expiry dates of the Defects Notification Periods, or as soon thereafter as theContractor has supplied all the Contractor’s Documents and completed and tested all
the Works, including remedying any defects. A copy of the Performance Certificate
shall be issued to the Employer.
Only the Performance Certificate shall be deemed to constitute acceptance of theWorks.

11.10
Unfulfilled Obligations

After the Performance Certificate has been issued, each Party shall remain liable forthe fulfilment of any obligation which remains unperformed at that time. For the
purposes of determining the nature and extent of unperformed obligations, theContract shall be deemed to remain in force.

11.11
Clearance of Site

Upon receiving the Performance Certificate, the Contractor shall remove any
remaining Contractor’s Equipment, surplus material, wreckage, rubbish andTemporary Works from the Site.
If all these items have not been removed within 28 days after receipt by the Contractorof the Performance Certificate, the Employer may sell or otherwise dispose of any
remaining items. The Employer shall be entitled to be paid the costs incurred inconnection with, or attributable to, such sale or disposal and restoring the Site.
Any balance of the moneys from the sale shall be paid to the Contractor. If thesemoneys are less than the Employer’s costs, the Contractor shall pay the outstandingbalance to the Employer.

12

Measurement and Evaluation
12.1
Works to be Measured

The Works shall be measured, and valued for payment, in accordance with thisClause. The Contractor shall show in each application under Sub-Clauses 14.3
[ Application for Interim Payment Certificates ], 14.10 [ Statement on Completion ] and14.11 [ Application for Final Payment Certificate ] the quantities and other particulars
detailing the amounts which he considers to be entitled under the Contract.
© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

39

Whenever the Engineer requires any part of the Works to be measured, reasonable
notice shall be given to the Contractor’s Representative, who shall:(a)(b)

promptly either attend or send another qualified representative to assist theEngineer in making the measurement, andsupply any particulars requested by the Engineer.

If the Contractor fails to attend or send a representative, the measurement made by(or on behalf of) the Engineer shall be accepted as accurate.
Except as otherwise stated in the Contract, wherever any Permanent Works are to bemeasured from records, these shall be prepared by the Engineer. The Contractor shall,as and when requested, attend to examine and agree the records with the Engineer,and shall sign the same when agreed. If the Contractor does not attend, the records
shall be accepted as accurate.
If the Contractor examines and disagrees the records, and/or does not sign them asagreed, then the Contractor shall give notice to the Engineer of the respects in which
the records are asserted to be inaccurate. After receiving this notice, the Engineer
shall review the records and either confirm or vary them and certify the payment of theundisputed part. If the Contractor does not so give notice to the Engineer within 14
days after being requested to examine the records, they shall be accepted as
accurate.
12.2
Method of Measurement

Except as otherwise stated in the Contract and notwithstanding local practice:(a)(b)

measurement shall be made of the net actual quantity of each item of thePermanent Works, andthe method of measurement shall be in accordance with the Bill of Quantities
or other applicable Schedules.

12.3
Evaluation

Except as otherwise stated in the Contract, the Engineer shall proceed in accordancewith Sub-Clause 3.5 [ Determinations ] to agree or determine the Contract Price by
evaluating each item of work, applying the measurement agreed or determined inaccordance with the above Sub-Clauses 12.1 and 12.2 and the appropriate rate or
price for the item.
For each item of work, the appropriate rate or price for the item shall be the rate or
price specified for such item in the Contract or, if there is no such item, specified forsimilar work.
Any item of work included in the Bill of Quantities for which no rate or price wasspecified shall be considered as included in other rates and prices in the Bill of
Quantities and will not be paid for separately.
However, a new rate or price shall be appropriate for an item of work if:
(a)

(i)
(ii)
(iii)
(iv)

40

the measured quantity of the item is changed by more than 25% fromthe quantity of this item in the Bill of Quantities or other Schedule,
this change in quantity multiplied by such specified rate for this item
exceeds 0.25% of the Accepted Contract Amount,
this change in quantity directly changes the Cost per unit quantity of thisitem by more than 1%, andthis item is not specified in the Contract as a “fixed rate item”;© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

or
(b)

(i)
(ii)
(iii)

the work is instructed under Clause 13 [ Variations and Adjustments ],no rate or price is specified in the Contract for this item, andno specified rate or price is appropriate because the item of work is notof similar character, or is not executed under similar conditions, as any
item in the Contract.

Each new rate or price shall be derived from any relevant rates or prices in theContract, with reasonable adjustments to take account of the matters described in
sub-paragraph (a) and/or (b), as applicable. If no rates or prices are relevant for thederivation of a new rate or price, it shall be derived from the reasonable Cost of
executing the work, together with profit, taking account of any other relevant matters.
Until such time as an appropriate rate or price is agreed or determined, the Engineer
shall determine a provisional rate or price for the purposes of Interim Payment
Certificates as soon as the concerned work commences.
12.4
Whenever the omission of any work forms part (or all) of a Variation, the value of which
has not been agreed, if:

Omissions

(a)

(b)
(c)

the Contractor will incur (or has incurred) cost which, if the work had not been
omitted, would have been deemed to be covered by a sum forming part of the
Accepted Contract Amount;
the omission of the work will result (or has resulted) in this sum not forming partof the Contract Price; andthis cost is not deemed to be included in the evaluation of any substituted work;

then the Contractor shall give notice to the Engineer accordingly, with supporting
particulars. Upon receiving this notice, the Engineer shall proceed in accordance with
Sub-Clause 3.5 [ Determinations ] to agree or determine this cost, which shall be
included in the Contract Price.

13

Variations and Adjustments
13.1
Right to Vary

Variations may be initiated by the Engineer at any time prior to issuing the Taking-Over
Certificate for the Works, either by an instruction or by a request for the Contractor to
submit a proposal.
The Contractor shall execute and be bound by each Variation, unless the Contractor
promptly gives notice to the Engineer stating (with supporting particulars) that (i) theContractor cannot readily obtain the Goods required for the Variation, or (ii) such
Variation triggers a substantial change in the sequence or progress of the Works.
Upon receiving this notice, the Engineer shall cancel, confirm or vary the instruction.
Each Variation may include:
(a)
(b)
(c)
(d)

changes to the quantities of any item of work included in the Contract (however,such changes do not necessarily constitute a Variation),changes to the quality and other characteristics of any item of work,changes to the levels, positions and/or dimensions of any part of the Works,omission of any work unless it is to be carried out by others,© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

41

(e)

(f)

any additional work, Plant, Materials or services necessary for the Permanent
Works, including any associated Tests on Completion, boreholes and othertesting and exploratory work, orchanges to the sequence or timing of the execution of the Works.

The Contractor shall not make any alteration and/or modification of the Permanent
Works, unless and until the Engineer instructs or approves a Variation.
13.2
Value Engineering

The Contractor may, at any time, submit to the Engineer a written proposal which (inthe Contractor’s opinion) will, if adopted, (i) accelerate completion, (ii) reduce the costto the Employer of executing, maintaining or operating the Works, (iii) improve theefficiency or value to the Employer of the completed Works, or (iv) otherwise be of
benefit to the Employer.
The proposal shall be prepared at the cost of the Contractor and shall include theitems listed in Sub-Clause 13.3 [ Variation Procedure ].
If a proposal, which is approved by the Engineer, includes a change in the design ofpart of the Permanent Works, then unless otherwise agreed by both Parties:
(a)
(b)
(c)

the Contractor shall design this part,sub-paragraphs (a) to (d) of Sub-Clause 4.1 [ Contractor’s General Obligations ]shall apply, andif this change results in a reduction in the contract value of this part, theEngineer shall proceed in accordance with Sub-Clause 3.5 [ Determinations ] toagree or determine a fee, which shall be included in the Contract Price. This fee
shall be half (50%) of the difference between the following amounts:
(i)

(ii)

such reduction in contract value, resulting from the change, excluding
adjustments under Sub-Clause 13.7 [ Adjustments for Changes inLegislation] and Sub-Clause 13.8 [Adjustments for Changes in Cost], andthe reduction (if any) in the value to the Employer of the varied works,
taking account of any reductions in quality, anticipated life or operational
efficiencies.

However, if amount (i) is less than amount (ii), there shall not be a fee.
13.3
Variation Procedure

If the Engineer requests a proposal, prior to instructing a Variation, the Contractor shall
respond in writing as soon as practicable, either by giving reasons why he cannot
comply (if this is the case) or by submitting:
(a)
(b)

(c)

a description of the proposed work to be performed and a programme for its
execution,
the Contractor’s proposal for any necessary modifications to the programmeaccording to Sub-Clause 8.3 [ Programme ] and to the Time for Completion,
andthe Contractor’s proposal for evaluation of the Variation.

The Engineer shall, as soon as practicable after receiving such proposal (under SubClause 13.2 [ Value Engineering ] or otherwise), respond with approval, disapproval orcomments. The Contractor shall not delay any work whilst awaiting a response.
Each instruction to execute a Variation, with any requirements for the recording of Costs,
shall be issued by the Engineer to the Contractor, who shall acknowledge receipt.

42© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

Each Variation shall be evaluated in accordance with Clause 12 [ Measurement and
Evaluation ], unless the Engineer instructs or approves otherwise in accordance withthis Clause.
13.4
Payment in Applicable
Currencies

If the Contract provides for payment of the Contract Price in more than one currency,
then whenever an adjustment is agreed, approved or determined as stated above, theamount payable in each of the applicable currencies shall be specified. For thispurpose, reference shall be made to the actual or expected currency proportions of
the Cost of the varied work, and to the proportions of various currencies specified for
payment of the Contract Price.

13.5
Provisional Sums

Each Provisional Sum shall only be used, in whole or in part, in accordance with theEngineer’s instructions, and the Contract Price shall be adjusted accordingly. The total
sum paid to the Contractor shall include only such amounts, for the work, supplies orservices to which the Provisional Sum relates, as the Engineer shall have instructed.
For each Provisional Sum, the Engineer may instruct:(a)(b)

work to be executed (including Plant, Materials or services to be supplied) by theContractor and valued under Sub-Clause 13.3 [Variation Procedure]; and/or
Plant, Materials or services to be purchased by the Contractor, from anominated Subcontractor (as defined in Clause 5 [ Nominated Subcontractors ]or otherwise; and for which there shall be included in the Contract Price:
(i)
(ii)

the actual amounts paid (or due to be paid) by the Contractor, anda sum for overhead charges and profit, calculated as a percentage ofthese actual amounts by applying the relevant percentage rate (if any)stated in the appropriate Schedule. If there is no such rate, thepercentage rate stated in the Contract Data shall be applied.

The Contractor shall, when required by the Engineer, produce quotations, invoices,vouchers and accounts or receipts in substantiation.
13.6
Daywork

For work of a minor or incidental nature, the Engineer may instruct that a Variation shallbe executed on a daywork basis. The work shall then be valued in accordance with the
Daywork Schedule included in the Contract, and the following procedure shall apply. If
a Daywork Schedule is not included in the Contract, this Sub-Clause shall not apply.
Before ordering Goods for the work, the Contractor shall submit quotations to theEngineer. When applying for payment, the Contractor shall submit invoices, vouchers
and accounts or receipts for any Goods.
Except for any items for which the Daywork Schedule specifies that payment is notdue, the Contractor shall deliver each day to the Engineer accurate statements induplicate which shall include the following details of the resources used in executing
the previous day’s work:
(a)
(b)
(c)

the names, occupations and time of Contractor’s Personnel,
the identification, type and time of Contractor’s Equipment and Temporary
Works, andthe quantities and types of Plant and Materials used.

One copy of each statement will, if correct, or when agreed, be signed by the Engineer
and returned to the Contractor. The Contractor shall then submit priced statements of© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

43

these resources to the Engineer, prior to their inclusion in the next Statement under
Sub-Clause 14.3 [ Application for Interim Payment Certificates ].
13.7
Adjustments for
Changes in Legislation

The Contract Price shall be adjusted to take account of any increase or decrease in
Cost resulting from a change in the Laws of the Country (including the introduction of
new Laws and the repeal or modification of existing Laws) or in the judicial or official
governmental interpretation of such Laws, made after the Base Date, which affect theContractor in the performance of obligations under the Contract.
If the Contractor suffers (or will suffer) delay and/or incurs (or will incur) additional Cost
as a result of these changes in the Laws or in such interpretations, made after theBase Date, the Contractor shall give notice to the Engineer and shall be entitledsubject to Sub-Clause 20.1 [ Contractor’s Claims ] to:(a)(b)

an extension of time for any such delay, if completion is or will be delayed,
under Sub-Clause 8.4 [ Extension of Time for Completion ], andpayment of any such Cost, which shall be included in the Contract Price.

After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3.5 [ Determinations ] to agree or determine these matters.
Notwithstanding the foregoing, the Contractor shall not be entitled to an extension oftime if the relevant delay has already been taken into account in the determination ofa previous extension of time and such Cost shall not be separately paid if the same
shall already have been taken into account in the indexing of any inputs to the tableof adjustment data in accordance with the provisions of Sub-Clause 13.8
[ Adjustments for Changes in Cost ].
13.8
Adjustments for
Changes in Cost

In this Sub-Clause, “table of adjustment data” means the completed table ofadjustment data for local and foreign currencies included in the Schedules. If there isno such table of adjustment data, this Sub-Clause shall not apply.
If this Sub-Clause applies, the amounts payable to the Contractor shall be adjusted
for rises or falls in the cost of labour, Goods and other inputs to the Works, by theaddition or deduction of the amounts determined by the formulae prescribed in thisSub-Clause. To the extent that full compensation for any rise or fall in Costs is notcovered by the provisions of this or other Clauses, the Accepted Contract Amountshall be deemed to have included amounts to cover the contingency of other rises andfalls in costs.
The adjustment to be applied to the amount otherwise payable to the Contractor, as
valued in accordance with the appropriate Schedule and certified in Payment
Certificates, shall be determined from formulae for each of the currencies in which theContract Price is payable. No adjustment is to be applied to work valued on the basisof Cost or current prices. The formulae shall be of the following general type:
Pn = a + b Ln + c En + d Mn + ......
Lo
Eo
Mo
where
“Pn” is the adjustment multiplier to be applied to the estimated contract value
in the relevant currency of the work carried out in period “n”, this period beinga month unless otherwise stated in the Contract Data;

44© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

“a” is a fixed coefficient, stated in the relevant table of adjustment data,
representing the non-adjustable portion in contractual payments;“b”, “c”, “d”, … are coefficients representing the estimated proportion of eachcost element related to the execution of the Works, as stated in the relevant
table of adjustment data; such tabulated cost elements may be indicative of
resources such as labour, equipment and materials;“Ln”, “En”, “Mn”, … are the current cost indices or reference prices for period“n”, expressed in the relevant currency of payment, each of which is applicableto the relevant tabulated cost element on the date 49 days prior to the last dayof the period (to which the particular Payment Certificate relates); and“Lo”, “Eo”, “Mo”, … are the base cost indices or reference prices, expressedin the relevant currency of payment, each of which is applicable to the relevant
tabulated cost element on the Base Date.
The cost indices or reference prices stated in the table of adjustment data shall be
used. If their source is in doubt, it shall be determined by the Engineer. For thispurpose, reference shall be made to the values of the indices at stated dates for the
purposes of clarification of the source; although these dates (and thus these values)
may not correspond to the base cost indices.
In cases where the “currency of index” is not the relevant currency of payment, eachindex shall be converted into the relevant currency of payment at the selling rate,established by the central bank of the Country, of this relevant currency on the above
date for which the index is required to be applicable.
Until such time as each current cost index is available, the Engineer shall determine a
provisional index for the issue of Interim Payment Certificates. When a current costindex is available, the adjustment shall be recalculated accordingly.
If the Contractor fails to complete the Works within the Time for Completion,
adjustment of prices thereafter shall be made using either (i) each index or priceapplicable on the date 49 days prior to the expiry of the Time for Completion of theWorks, or (ii) the current index or price, whichever is more favourable to the Employer.
The weightings (coefficients) for each of the factors of cost stated in the table(s) ofadjustment data shall only be adjusted if they have been rendered unreasonable,
unbalanced or inapplicable, as a result of Variations.

14

Contract Price and Payment
14.1
The Contract Price

Unless otherwise stated in the Particular Conditions:
(a)
(b)

(c)

the Contract Price shall be agreed or determined under Sub-Clause 12.3
[ Evaluation ] and be subject to adjustments in accordance with the Contract;
the Contractor shall pay all taxes, duties and fees required to be paid by him
under the Contract, and the Contract Price shall not be adjusted for any ofthese costs except as stated in Sub-Clause 13.7 [ Adjustments for Changes inLegislation ];any quantities which may be set out in the Bill of Quantities or other Schedule are
estimated quantities and are not to be taken as the actual and correct quantities:© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

45

(i)
(ii)
(d)

of the Works which the Contractor is required to execute, orfor the purposes of Clause 12 [ Measurement and Evaluation ]; andthe Contractor shall submit to the Engineer, within 28 days after theCommencement Date, a proposed breakdown of each lump sum price in the
Schedules. The Engineer may take account of the breakdown when preparing
Payment Certificates, but shall not be bound by it.

Notwithstanding the provisions of subparagraph (b), Contractor’s Equipment,
including essential spare parts therefor, imported by the Contractor for the sole
purpose of executing the Contract shall be exempt from the payment of import duties
and taxes upon importation.
14.2
Advance Payment

The Employer shall make an advance payment, as an interest-free loan formobilisation and cash flow support, when the Contractor submits a guarantee inaccordance with this Sub-Clause. The total advance payment, the number and timingof instalments (if more than one), and the applicable currencies and proportions, shallbe as stated in the Contract Data.
Unless and until the Employer receives this guarantee, or if the total advance payment
is not stated in the Contract Data, this Sub-Clause shall not apply.
The Engineer shall deliver to the Employer and to the Contractor an Interim Payment
Certificate for the advance payment or its first instalment after receiving a Statement(under Sub-Clause 14.3 [ Application for Interim Payment Certificates ]) and after the
Employer receives (i) the Performance Security in accordance with Sub-Clause 4.2[ Performance Security ] and (ii) a guarantee in amounts and currencies equal to theadvance payment. This guarantee shall be issued by a reputable bank or financial
institution selected by the Contractor, and shall be in the form annexed to theParticular Conditions or in another form approved by the Employer.
The Contractor shall ensure that the guarantee is valid and enforceable until theadvance payment has been repaid, but its amount shall be progressively reduced by
the amount repaid by the Contractor as indicated in the Payment Certificates. If theterms of the guarantee specify its expiry date, and the advance payment has not been
repaid by the date 28 days prior to the expiry date, the Contractor shall extend thevalidity of the guarantee until the advance payment has been repaid.
Unless stated otherwise in the Contract Data, the advance payment shall be repaid
through percentage deductions from the interim payments determined by theEngineer in accordance with Sub-Clause 14.6 [ Issue of Interim Payment Certificates ],as follows:
(a)

(b)

46

deductions shall commence in the next interim Payment Certificate followingthat in which the total of all certified interim payments (excluding the advancepayment and deductions and repayments of retention) exceeds 30 percent(30%) of the Accepted Contract Amount less Provisional Sums; anddeductions shall be made at the amortisation rate stated in the Contract Dataof the amount of each Interim Payment Certificate (excluding the advancepayment and deductions for its repayments as well as deductions for retention
money) in the currencies and proportions of the advance payment until suchtime as the advance payment has been repaid; provided that the advancepayment shall be completely repaid prior to the time when 90 percent (90%) of
the Accepted Contract Amount less Provisional Sums has been certified for
payment.

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

If the advance payment has not been repaid prior to the issue of the Taking-Over
Certificate for the Works or prior to termination under Clause 15 [ Termination by
Employer ], Clause 16 [ Suspension and Termination by Contractor ] or Clause 19.6
[Force Majeure] (as the case may be), the whole of the balance then outstanding shallimmediately become due and in case of termination under Clause 15 [ Termination by
Employer ], except for Sub-Clause 15.5 [ Employer’s Entitlement to Termination forConvenience ], payable by the Contractor to the Employer.
14.3
Application for Interim
Payment Certificates

The Contractor shall submit a Statement in six copies to the Engineer after the end ofeach month, in a form approved by the Engineer, showing in detail the amounts towhich the Contractor considers himself to be entitled, together with supporting
documents which shall include the report on the progress during this month inaccordance with Sub-Clause 4.21 [ Progress Reports ].
The Statement shall include the following items, as applicable, which shall be expressedin the various currencies in which the Contract Price is payable, in the sequence listed:
(a)

(b)

(c)

(d)

(e)
(f)

(g)

the estimated contract value of the Works executed and the Contractor’sDocuments produced up to the end of the month (including Variations but
excluding items described in sub-paragraphs (b) to (g) below);
any amounts to be added and deducted for changes in legislation and changes
in cost, in accordance with Sub-Clause 13.7 [ Adjustments for Changes inLegislation ] and Sub-Clause 13.8 [ Adjustments for Changes in Cost ];any amount to be deducted for retention, calculated by applying thepercentage of retention stated in the Contract Data to the total of the above
amounts, until the amount so retained by the Employer reaches the limit ofRetention Money (if any) stated in the Contract Data;
any amounts to be added for the advance payment (if more than one
instalment) and to be deducted for its repayments in accordance with SubClause 14.2 [ Advance Payment ];any amounts to be added and deducted for Plant and Materials in accordancewith Sub-Clause 14.5 [ Plant and Materials intended for the Works ];any other additions or deductions which may have become due under theContract or otherwise, including those under Clause 20 [ Claims, Disputes andArbitration ]; andthe deduction of amounts certified in all previous Payment Certificates.

14.4
Schedule of Payments

If the Contract includes a schedule of payments specifying the instalments in which
the Contract Price will be paid, then unless otherwise stated in this schedule:
(a)

(b)
(c)

the instalments quoted in this schedule of payments shall be the estimatedcontract values for the purposes of sub-paragraph (a) of Sub-Clause 14.3
[ Application for Interim Payment Certificates ];Sub-Clause 14.5 [Plant and Materials intended for the Works ] shall not apply; andif these instalments are not defined by reference to the actual progressachieved in executing the Works, and if actual progress is found to be less ormore than that on which this schedule of payments was based, then theEngineer may proceed in accordance with Sub-Clause 3.5 [ Determinations ] toagree or determine revised instalments, which shall take account of the extent
to which progress is less or more than that on which the instalments werepreviously based.

If the Contract does not include a schedule of payments, the Contractor shall submit
non-binding estimates of the payments which he expects to become due during each
© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

47

quarterly period. The first estimate shall be submitted within 42 days after theCommencement Date. Revised estimates shall be submitted at quarterly intervals,
until the Taking-Over Certificate has been issued for the Works.
14.5
Plant and Materials
intended for the Works

If this Sub-Clause applies, Interim Payment Certificates shall include, under subparagraph (e) of Sub-Clause 14.3, (i) an amount for Plant and Materials which havebeen sent to the Site for incorporation in the Permanent Works, and (ii) a reduction
when the contract value of such Plant and Materials is included as part of thePermanent Works under sub-paragraph (a) of Sub-Clause 14.3 [ Application forInterim Payment Certificates ].
If the lists referred to in sub-paragraphs (b)(i) or (c)(i) below are not included in the
Schedules this Sub-Clause shall not apply.
The Engineer shall determine and certify each addition if the following conditions are
satisfied:(a)the Contractor has:
(i)
(ii)

kept satisfactory records (including the orders, receipts, Costs and useof Plant and Materials) which are available for inspection, andsubmitted a statement of the Cost of acquiring and delivering the Plant
and Materials to the Site, supported by satisfactory evidence;and either:(b)

the relevant Plant and Materials:
(i)
(ii)
(iii)

are those listed in the Schedules for payment when shipped,
have been shipped to the Country, en route to the Site, in accordancewith the Contract; andare described in a clean shipped bill of lading or other evidence of
shipment, which has been submitted to the Engineer together withevidence of payment of freight and insurance, any other documents
reasonably required, and a bank guarantee in a form and issued by anentity approved by the Employer in amounts and currencies equal to theamount due under this Sub-Clause: this guarantee may be in a similar
form to the form referred to in Sub-Clause 14.2 [ Advance Payment ] andshall be valid until the Plant and Materials are properly stored on Site andprotected against loss, damage or deterioration;or(c)the relevant Plant and Materials:
(i)
(ii)

are those listed in the Schedules for payment when delivered to the Site,andhave been delivered to and are properly stored on the Site, are protectedagainst loss, damage or deterioration, and appear to be in accordancewith the Contract.

The additional amount to be certified shall be the equivalent of eighty percent (80%)
of the Engineer’s determination of the cost of the Plant and Materials (including
delivery to Site), taking account of the documents mentioned in this Sub-Clause andof the contract value of the Plant and Materials.

48© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

The currencies for this additional amount shall be the same as those in which payment
will become due when the contract value is included under sub-paragraph (a) of SubClause 14.3 [ Application for Interim Payment Certificates ]. At that time, the Payment
Certificate shall include the applicable reduction which shall be equivalent to, and in
the same currencies and proportions as, this additional amount for the relevant Plant
and Materials.
14.6
Issue of Interim Payment
Certificates

No amount will be certified or paid until the Employer has received and approved the
Performance Security. Thereafter, the Engineer shall, within 28 days after receiving aStatement and supporting documents, deliver to the Employer and to the Contractor
an Interim Payment Certificate which shall state the amount which the Engineer fairly
determines to be due, with all supporting particulars for any reduction or withholding
made by the Engineer on the Statement if any.
However, prior to issuing the Taking-Over Certificate for the Works, the Engineer shallnot be bound to issue an Interim Payment Certificate in an amount which would (after
retention and other deductions) be less than the minimum amount of Interim Payment
Certificates (if any) stated in the Contract Data. In this event, the Engineer shall givenotice to the Contractor accordingly.
An Interim Payment Certificate shall not be withheld for any other reason, although:
(a)

(b)

if any thing supplied or work done by the Contractor is not in accordance with
the Contract, the cost of rectification or replacement may be withheld until
rectification or replacement has been completed; and/or
if the Contractor was or is failing to perform any work or obligation inaccordance with the Contract, and had been so notified by the Engineer, thevalue of this work or obligation may be withheld until the work or obligation has
been performed.

The Engineer may in any Payment Certificate make any correction or modification thatshould properly be made to any previous Payment Certificate. A Payment Certificate
shall not be deemed to indicate the Engineer’s acceptance, approval, consent or
satisfaction.
14.7
Payment

The Employer shall pay to the Contractor:
(a)

(b)

(c)

the first instalment of the advance payment within 42 days after issuing theLetter of Acceptance or within 21 days after receiving the documents inaccordance with Sub-Clause 4.2 [ Performance Security ] and Sub-Clause
14.2 [ Advance Payment ], whichever is later;
the amount certified in each Interim Payment Certificate within 56 days after
the Engineer receives the Statement and supporting documents; or, at a time
when the Bank’s loan or credit (from which part of the payments to theContractor is being made) is suspended, the amount shown on any
statement submitted by the Contractor within 14 days after such statement
is submitted, any discrepancy being rectified in the next payment to theContractor; andthe amount certified in the Final Payment Certificate within 56 days after the
Employer receives this Payment Certificate; or, at a time when the Bank’s loanor credit (from which part of the payments to the Contractor is being made) issuspended, the undisputed amount shown in the Final Statement within 56
days after the date of notification of the suspension in accordance with SubClause 16.2 [ Termination by Contractor ].

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

49

Payment of the amount due in each currency shall be made into the bank account,nominated by the Contractor, in the payment country (for this currency) specified in
the Contract.
14.8
Delayed Payment

If the Contractor does not receive payment in accordance with Sub-Clause 14.7
[ Payment ], the Contractor shall be entitled to receive financing charges compoundedmonthly on the amount unpaid during the period of delay. This period shall be deemed
to commence on the date for payment specified in Sub-Clause 14.7 [ Payment ],irrespective (in the case of its sub-paragraph (b)) of the date on which any Interim
Payment Certificate is issued.
Unless otherwise stated in the Particular Conditions, these financing charges shall becalculated at the annual rate of three percentage points above the discount rate of thecentral bank in the country of the currency of payment, or if not available, the interbank
offered rate, and shall be paid in such currency.
The Contractor shall be entitled to this payment without formal notice or certification,
and without prejudice to any other right or remedy.

14.9
Payment of Retention
Money

When the Taking-Over Certificate has been issued for the Works, the first half of the
Retention Money shall be certified by the Engineer for payment to the Contractor. If a
Taking-Over Certificate is issued for a Section or part of the Works, a proportion of the
Retention Money shall be certified and paid. This proportion shall be half (50%) of the
proportion calculated by dividing the estimated contract value of the Section or part,by the estimated final Contract Price.
Promptly after the latest of the expiry dates of the Defects Notification Periods, theoutstanding balance of the Retention Money shall be certified by the Engineer for
payment to the Contractor. If a Taking-Over Certificate was issued for a Section, a
proportion of the second half of the Retention Money shall be certified and paid
promptly after the expiry date of the Defects Notification Period for the Section. This
proportion shall be half (50%) of the proportion calculated by dividing the estimatedcontract value of the Section by the estimated final Contract Price.
However, if any work remains to be executed under Clause 11 [ Defects Liability ], theEngineer shall be entitled to withhold certification of the estimated cost of this work
until it has been executed.
When calculating these proportions, no account shall be taken of any adjustments
under Sub-Clause 13.7 [ Adjustments for Changes in Legislation ] and Sub-Clause
13.8 [ Adjustments for Changes in Cost ].
Unless otherwise stated in the Particular Conditions, when the Taking-Over Certificate
has been issued for the Works and the first half of the Retention Money has beencertified for payment by the Engineer, the Contractor shall be entitled to substitute a
guarantee, in the form annexed to the Particular Conditions or in another form
approved by the Employer and issued by a reputable bank or financial institution
selected by the Contractor, for the second half of the Retention Money. The
Contractor shall ensure that the guarantee is in the amounts and currencies of thesecond half of the Retention Money and is valid and enforceable until the Contractor
has executed and completed the Works and remedied any defects, as specified for
the Performance Security in Sub-Clause 4.2. On receipt by the Employer of therequired guarantee, the Engineer shall certify and the Employer shall pay the second
half of the Retention Money. The release of the second half of the Retention Money

50© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

against a guarantee shall then be in lieu of the release under the second paragraph ofthis Sub-Clause. The Employer shall return the guarantee to the Contractor within 21
days after receiving a copy of the Performance Certificate.
If the Performance Security required under Sub-Clause 4.2 is in the form of a demand
guarantee, and the amount guaranteed under it when the Taking-Over Certificate isissued is more than half of the Retention Money, then the Retention Money guarantee
will not be required. If the amount guaranteed under the Performance Security when
the Taking-Over Certificate is issued is less than half of the Retention Money, theRetention Money guarantee will only be required for the difference between half of the
Retention Money and the amount guaranteed under the Performance Security.
14.10
Statement at Completion

Within 84 days after receiving the Taking-Over Certificate for the Works, theContractor shall submit to the Engineer six copies of a Statement at completion withsupporting documents, in accordance with Sub-Clause 14.3 [ Application for Interim
Payment Certificates ], showing:
(a)
(b)
(c)

the value of all work done in accordance with the Contract up to the date statedin the Taking-Over Certificate for the Works,
any further sums which the Contractor considers to be due, andan estimate of any other amounts which the Contractor considers will becomedue to him under the Contract. Estimated amounts shall be shown separately
in this Statement at completion.

The Engineer shall then certify in accordance with Sub-Clause 14.6 [ Issue of Interim
Payment Certificates ].
14.11
Application for Final
Payment Certificate

Within 56 days after receiving the Performance Certificate, the Contractor shallsubmit, to the Engineer, six copies of a draft final statement with supporting
documents showing in detail in a form approved by the Engineer:(a)(b)

the value of all work done in accordance with the Contract, andany further sums which the Contractor considers to be due to him under theContract or otherwise.

If the Engineer disagrees with or cannot verify any part of the draft final statement, theContractor shall submit such further information as the Engineer may reasonably
require within 28 days from receipt of said draft and shall make such changes in thedraft as may be agreed between them. The Contractor shall then prepare and submit
to the Engineer the final statement as agreed. This agreed statement is referred to inthese Conditions as the “Final Statement”.
However if, following discussions between the Engineer and the Contractor and anychanges to the draft final statement which are agreed, it becomes evident that a dispute
exists, the Engineer shall deliver to the Employer (with a copy to the Contractor) an
Interim Payment Certificate for the agreed parts of the draft final statement. Thereafter,
if the dispute is finally resolved under Sub-Clause 20.4 [Obtaining Dispute Board’s
Decision] or Sub-Clause 20.5 [Amicable Settlement], the Contractor shall then prepare
and submit to the Employer (with a copy to the Engineer) a Final Statement.
14.12
Discharge

When submitting the Final Statement, the Contractor shall submit a discharge which
confirms that the total of the Final Statement represents full and final settlement of allmoneys due to the Contractor under or in connection with the Contract. This
© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

51

discharge may state that it becomes effective when the Contractor has received the
Performance Security and the outstanding balance of this total, in which event thedischarge shall be effective on such date.
14.13
Issue of Final Payment
Certificate

Within 28 days after receiving the Final Statement and discharge in accordance with
Sub-Clause 14.11 [ Application for Final Payment Certificate ] and Sub-Clause 14.12[ Discharge ], the Engineer shall deliver, to the Employer and to the Contractor, the Final
Payment Certificate which shall state:(a)(b)

the amount which he fairly determines is finally due, andafter giving credit to the Employer for all amounts previously paid by the
Employer and for all sums to which the Employer is entitled, the balance (if any)
due from the Employer to the Contractor or from the Contractor to the
Employer, as the case may be.

If the Contractor has not applied for a Final Payment Certificate in accordance with
Sub-Clause 14.11 [ Application for Final Payment Certificate ] and Sub-Clause 14.12[ Discharge ], the Engineer shall request the Contractor to do so. If the Contractor fails
to submit an application within a period of 28 days, the Engineer shall issue the Final
Payment Certificate for such amount as he fairly determines to be due.
14.14
Cessation of Employer’s
Liability

The Employer shall not be liable to the Contractor for any matter or thing under or inconnection with the Contract or execution of the Works, except to the extent that theContractor shall have included an amount expressly for it:(a)(b)

in the Final Statement and also
(except for matters or things arising after the issue of the Taking-Over Certificate
for the Works) in the Statement at completion described in Sub-Clause 14.10[ Statement at Completion ].

However, this Sub-Clause shall not limit the Employer’s liability under his
indemnification obligations, or the Employer’s liability in any case of fraud, deliberatedefault or reckless misconduct by the Employer.
14.15
Currencies of Payment

The Contract Price shall be paid in the currency or currencies named in the Scheduleof Payment Currencies. If more than one currency is so named, payments shall bemade as follows:(a)

if the Accepted Contract Amount was expressed in Local Currency only:
(i)

(ii)

(iii)

(b)

52

the proportions or amounts of the Local and Foreign Currencies, and thefixed rates of exchange to be used for calculating the payments, shall be
as stated in the Schedule of Payment Currencies, except as otherwise
agreed by both Parties;
payments and deductions under Sub-Clause 13.5 [ Provisional Sums ]and Sub-Clause 13.7 [ Adjustments for Changes in Legislation ] shall bemade in the applicable currencies and proportions; andother payments and deductions under sub-paragraphs (a) to (d) of SubClause 14.3 [ Application for Interim Payment Certificates ] shall be madein the currencies and proportions specified in sub-paragraph (a)(i) above;

payment of the damages specified in the Contract Data shall be made in thecurrencies and proportions specified in the Schedule of Payment currencies;© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

(c)

(d)

(e)

other payments to the Employer by the Contractor shall be made in thecurrency in which the sum was expended by the Employer, or in such currency
as may be agreed by both Parties;
if any amount payable by the Contractor to the Employer in a particularcurrency exceeds the sum payable by the Employer to the Contractor in thatcurrency, the Employer may recover the balance of this amount from the sums
otherwise payable to the Contractor in other currencies; andif no rates of exchange are stated in the Schedule of Payment Currencies, theyshall be those prevailing on the Base Date and determined by the central bankof the Country.

15

Termination by Employer
15.1
Notice to Correct

If the Contractor fails to carry out any obligation under the Contract, the Engineer may
by notice require the Contractor to make good the failure and to remedy it within a
specified reasonable time.

15.2
Termination by Employer

The Employer shall be entitled to terminate the Contract if the Contractor:
(a)
(b)
(c)

fails to comply with Sub-Clause 4.2 [ Performance Security ] or with a noticeunder Sub-Clause 15.1 [ Notice to Correct ],abandons the Works or otherwise plainly demonstrates the intention not tocontinue performance of his obligations under the Contract,
without reasonable excuse fails:
(i)
(ii)

(d)
(e)

(f)

to proceed with the Works in accordance with Clause 8[ Commencement, Delays and Suspension ], orto comply with a notice issued under Sub-Clause 7.5 [ Rejection ] or SubClause 7.6 [ Remedial Work ], within 28 days after receiving it,

subcontracts the whole of the Works or assigns the Contract without therequired agreement,
becomes bankrupt or insolvent, goes into liquidation, has a receiving or
administration order made against him, compounds with his creditors, or
carries on business under a receiver, trustee or manager for the benefit of his
creditors, or if any act is done or event occurs which (under applicable Laws)
has a similar effect to any of these acts or events, or
gives or offers to give (directly or indirectly) to any person any bribe, gift, gratuity,commission or other thing of value, as an inducement or reward:
(i)
(ii)

for doing or forbearing to do any action in relation to the Contract, orfor showing or forbearing to show favour or disfavour to any person in
relation to the Contract,or if any of the Contractor’s Personnel, agents or Subcontractors gives or offers
to give (directly or indirectly) to any person any such inducement or reward as
is described in this sub-paragraph (f). However, lawful inducements andrewards to Contractor’s Personnel shall not entitle termination.
In any of these events or circumstances, the Employer may, upon giving 14 days’
notice to the Contractor, terminate the Contract and expel the Contractor from the© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

53

Site. However, in the case of sub-paragraph (e) or (f), the Employer may by noticeterminate the Contract immediately.
The Employer’s election to terminate the Contract shall not prejudice any other rightsof the Employer, under the Contract or otherwise.
The Contractor shall then leave the Site and deliver any required Goods, all Contractor’sDocuments, and other design documents made by or for him, to the Engineer.
However, the Contractor shall use his best efforts to comply immediately with any
reasonable instructions included in the notice (i) for the assignment of any subcontract,and (ii) for the protection of life or property or for the safety of the Works.
After termination, the Employer may complete the Works and/or arrange for any otherentities to do so. The Employer and these entities may then use any Goods, Contractor’sDocuments and other design documents made by or on behalf of the Contractor.
The Employer shall then give notice that the Contractor’s Equipment and Temporary
Works will be released to the Contractor at or near the Site. The Contractor shallpromptly arrange their removal, at the risk and cost of the Contractor. However, if by
this time the Contractor has failed to make a payment due to the Employer, these
items may be sold by the Employer in order to recover this payment. Any balance ofthe proceeds shall then be paid to the Contractor.
15.3
Valuation at Date ofTermination

As soon as practicable after a notice of termination under Sub-Clause 15.2
[ Termination by Employer ] has taken effect, the Engineer shall proceed in accordancewith Sub-Clause 3.5 [ Determinations ] to agree or determine the value of the Works,
Goods and Contractor’s Documents, and any other sums due to the Contractor forwork executed in accordance with the Contract.

15.4
Payment afterTermination

After a notice of termination under Sub-Clause 15.2 [ Termination by Employer ] hastaken effect, the Employer may:
(a)
(b)

(c)

proceed in accordance with Sub-Clause 2.5 [ Employer’s Claims ],withhold further payments to the Contractor until the costs of execution,completion and remedying of any defects, damages for delay in completion (if any),
and all other costs incurred by the Employer, have been established, and/or
recover from the Contractor any losses and damages incurred by the Employer
and any extra costs of completing the Works, after allowing for any sum due tothe Contractor under Sub-Clause 15.3 [ Valuation at Date of Termination ]. After
recovering any such losses, damages and extra costs, the Employer shall pay
any balance to the Contractor.

15.5
Employer’s Entitlement
to Termination forConvenience

The Employer shall be entitled to terminate the Contract, at any time for the Employer’s
convenience, by giving notice of such termination to the Contractor. The termination shalltake effect 28 days after the later of the dates on which the Contractor receives this noticeor the Employer returns the Performance Security. The Employer shall not terminate theContract under this Sub-Clause in order to execute the Works himself or to arrange for
the Works to be executed by another contractor or to avoid a termination of the Contractby the Contractor under Clause 16.2 [Termination by Contractor].
After this termination, the Contractor shall proceed in accordance with Sub-Clause
16.3 [ Cessation of Work and Removal of Contractor’s Equipment ] and shall be paidin accordance with Sub-Clause 16.4 [ Payment on Termination ].

54© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

15.6
Corrupt or Fraudulent
Practices

If the Employer determines, based on reasonable evidence, that the Contractor has
engaged in corrupt, fraudulent, collusive or coercive practices, in competing for or in
executing the Contract, then the Employer may, after giving 14 days notice to theContractor, terminate the Contract and expel him from the Site, and the provisions ofClause 15 shall apply as if such termination had been made under Sub-Clause 15.2
[ Termination by Employer ].
Should any employee of the Contractor be determined, based on reasonable
evidence, to have engaged in corrupt, fraudulent or coercive practice during theexecution of the work then that employee shall be removed in accordance with SubClause 6.9 [ Contractor’s Personnel ].
[ For contracts financed by the African Development Bank: ]For the purposes of this Sub-Clause:
(a)

(b)

“corrupt practice” means the offering, giving, receiving or soliciting of any thingof value to influence the action of a public official in the procurement process orin the contract execution; and“fraudulent practice” means a misrepresentation of facts in order to influence a
procurement process or the execution of the Contract to the detriment of theborrower, and includes collusive practice among bidders (prior to or after bid
submission) designed to establish bid prices at artificial non-competitive levels
and to deprive the borrower of the benefits of free and open competition.

16

Suspension and Termination by Contractor
16.1
Contractor’s Entitlement
to Suspend Work

If the Engineer fails to certify in accordance with Sub-Clause 14.6 [ Issue of Interim
Payment Certificates ] or the Employer fails to comply with Sub-Clause 2.4[ Employer’s Financial Arrangements ] or Sub-Clause 14.7 [ Payment ], the Contractor
may, after giving not less than 21 days’ notice to the Employer, suspend work (orreduce the rate of work) unless and until the Contractor has received the Payment
Certificate, reasonable evidence or payment, as the case may be and as described in
the notice.
Notwithstanding the above, if the Bank has suspended disbursements under the loanor credit from which payments to the Contractor are being made, in whole or in part,for the execution of the Works, and no alternative funds are available as provided forin Sub-Clause 2.4 [ Employer’s Financial Arrangements ], the Contractor may by noticesuspend work or reduce the rate of work at any time, but not less than 7 days after
the Borrower having received the suspension notification from the Bank.
The Contractor’s action shall not prejudice his entitlements to financing charges under
Sub-Clause 14.8 [ Delayed Payment ] and to termination under Sub-Clause 16.2
[ Termination by Contractor ].
If the Contractor subsequently receives such Payment Certificate, evidence or
payment (as described in the relevant Sub-Clause and in the above notice) before
giving a notice of termination, the Contractor shall resume normal working as soon asis reasonably practicable.
If the Contractor suffers delay and/or incurs Cost as a result of suspending work (orreducing the rate of work) in accordance with this Sub-Clause, the Contractor shall© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

55

give notice to the Engineer and shall be entitled subject to Sub-Clause 20.1
[ Contractor’s Claims ] to:(a)(b)

an extension of time for any such delay, if completion is or will be delayed,
under Sub-Clause 8.4 [ Extension of Time for Completion ], andpayment of any such Cost plus profit, which shall be included in the Contract
Price.

After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3.5 [ Determinations ] to agree or determine these matters.
16.2
Termination by
Contractor

The Contractor shall be entitled to terminate the Contract if:
(a)

(b)
(c)

(d)

(e)
(f)
(g)

(h)

the Contractor does not receive the reasonable evidence within 42 days after
giving notice under Sub-Clause 16.1 [ Contractor’s Entitlement to Suspend
Work ] in respect of a failure to comply with Sub-Clause 2.4 [ Employer’s
Financial Arrangements ],the Engineer fails, within 56 days after receiving a Statement and supporting
documents, to issue the relevant Payment Certificate,
the Contractor does not receive the amount due under an Interim Payment
Certificate within 42 days after the expiry of the time stated in Sub-Clause 14.7
[ Payment ] within which payment is to be made (except for deductions inaccordance with Sub-Clause 2.5 [ Employer’s Claims ]),the Employer substantially fails to perform his obligations under the Contract insuch manner as to materially and adversely affect the economic balance of theContract and/or the ability of the Contractor to perform the Contract,
the Employer fails to comply with Sub-Clause 1.6 [ Contract Agreement ] or
Sub-Clause 1.7 [ Assignment ],a prolonged suspension affects the whole of the Works as described in SubClause 8.11 [ Prolonged Suspension ],the Employer becomes bankrupt or insolvent, goes into liquidation, has areceiving or administration order made against him, compounds with his
creditors, or carries on business under a receiver, trustee or manager for the
benefit of his creditors, or if any act is done or event occurs which (underapplicable Laws) has a similar effect to any of these acts or events,
the Contractor does not receive the Engineer’s instruction recording theagreement of both Parties on the fulfilment of the conditions for theCommencement of Works under Sub-Clause 8.1 [ Commencement of Works ].

In any of these events or circumstances, the Contractor may, upon giving 14 days’
notice to the Employer, terminate the Contract. However, in the case of subparagraph (f) or (g), the Contractor may by notice terminate the Contract immediately.
In the event the Bank suspends the loan or credit from which part or whole of thepayments to the Contractor are being made, if the Contractor has not received thesums due to him upon expiration of the 14 days referred to in Sub-Clause 14.7
[Payment] for payments under Interim Payment Certificates, the Contractor may,without prejudice to the Contractor’s entitlement to financing charges under SubClause 14.8 [ Delayed Payment ], take one of the following actions, namely (i) suspend
work or reduce the rate of work under Sub-Clause 16.1 above, or (ii) terminate theContract by giving notice to the Employer, with a copy to the Engineer, suchtermination to take effect 14 days after the giving of the notice.
The Contractor’s election to terminate the Contract shall not prejudice any other rightsof the Contractor, under the Contract or otherwise.

56© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

15.6
Corrupt or Fraudulent
Practices

If the Employer determines, based on reasonable evidence, that the Contractor has
engaged in corrupt, fraudulent, collusive or coercive practices, in competing for or in
executing the Contract, then the Employer may, after giving 14 days notice to theContractor, terminate the Contract and expel him from the Site, and the provisions ofClause 15 shall apply as if such termination had been made under Sub-Clause 15.2
[ Termination by Employer ].
Should any employee of the Contractor be determined, based on reasonable
evidence, to have engaged in corrupt, fraudulent or coercive practice during theexecution of the work then that employee shall be removed in accordance with SubClause 6.9 [Contractor’s Personnel ].
[ For contracts financed by the Asian Development Bank: ]For the purposes of this Sub-Clause:
(a)
(b)

(c)

(d)

“corrupt practice” means the offering, giving, receiving, or soliciting, directly or
indirectly, anything of value to influence improperly the actions of another party;“fraudulent practice” means any act or omission, including a misrepresentation,that knowingly or recklessly misleads, or attempts to mislead, a party to obtaina financial or other benefit or to avoid an obligation;
coercive practice” means impairing or harming, or threatening to impair orharm, directly or indirectly, any party or the property of the party to influence
improperly the actions of a party;“collusive practice” means an arrangement between two or more parties
designed to achieve an improper purpose, including influencing improperly theactions of another party.

16

Suspension and Termination by Contractor
16.1
Contractor’s Entitlement
to Suspend Work

If the Engineer fails to certify in accordance with Sub-Clause 14.6 [ Issue of Interim
Payment Certificates ] or the Employer fails to comply with Sub-Clause 2.4[ Employer’s Financial Arrangements ] or Sub-Clause 14.7 [ Payment ], the Contractor
may, after giving not less than 21 days’ notice to the Employer, suspend work (orreduce the rate of work) unless and until the Contractor has received the Payment
Certificate, reasonable evidence or payment, as the case may be and as described in
the notice.
Notwithstanding the above, if the Bank has suspended disbursements under the loanor credit from which payments to the Contractor are being made, in whole or in part,for the execution of the Works, and no alternative funds are available as provided forin Sub-Clause 2.4 [ Employer’s Financial Arrangements ], the Contractor may by noticesuspend work or reduce the rate of work at any time, but not less than 7 days after
the Borrower having received the suspension notification from the Bank.
The Contractor’s action shall not prejudice his entitlements to financing charges under
Sub-Clause 14.8 [ Delayed Payment ] and to termination under Sub-Clause 16.2
[ Termination by Contractor ].
If the Contractor subsequently receives such Payment Certificate, evidence or
payment (as described in the relevant Sub-Clause and in the above notice) before
giving a notice of termination, the Contractor shall resume normal working as soon asis reasonably practicable.
© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

55

If the Contractor suffers delay and/or incurs Cost as a result of suspending work (or reducing
the rate of work) in accordance with this Sub-Clause, the Contractor shall give notice to theEngineer and shall be entitled subject to Sub-Clause 20.1 [ Contractor’s Claims] to:(a)(b)

an extension of time for any such delay, if completion is or will be delayed,
under Sub-Clause 8.4 [ Extension of Time for Completion ], andpayment of any such Cost plus profit, which shall be included in the Contract Price.

After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3.5 [ Determinations ] to agree or determine these matters.
16.2
Termination by
Contractor

The Contractor shall be entitled to terminate the Contract if:
(a)

(b)
(c)

(d)

(e)
(f)
(g)

(h)

the Contractor does not receive the reasonable evidence within 42 days after
giving notice under Sub-Clause 16.1 [ Contractor’s Entitlement to Suspend
Work ] in respect of a failure to comply with Sub-Clause 2.4 [ Employer’s
Financial Arrangements ],the Engineer fails, within 56 days after receiving a Statement and supporting
documents, to issue the relevant Payment Certificate,
the Contractor does not receive the amount due under an Interim Payment
Certificate within 42 days after the expiry of the time stated in Sub-Clause 14.7
[ Payment ] within which payment is to be made (except for deductions inaccordance with Sub-Clause 2.5 [ Employer’s Claims ]),the Employer substantially fails to perform his obligations under the Contract insuch manner as to materially and adversely affect the economic balance of theContract and/or the ability of the Contractor to perform the Contract,
the Employer fails to comply with Sub-Clause 1.6 [ Contract Agreement ] or
Sub-Clause 1.7 [ Assignment ],a prolonged suspension affects the whole of the Works as described in SubClause 8.11 [ Prolonged Suspension ],the Employer becomes bankrupt or insolvent, goes into liquidation, has areceiving or administration order made against him, compounds with his
creditors, or carries on business under a receiver, trustee or manager for the
benefit of his creditors, or if any act is done or event occurs which (underapplicable Laws) has a similar effect to any of these acts or events,
the Contractor does not receive the Engineer’s instruction recording theagreement of both Parties on the fulfilment of the conditions for theCommencement of Works under Sub-Clause 8.1 [ Commencement of Works ].

In any of these events or circumstances, the Contractor may, upon giving 14 days’
notice to the Employer, terminate the Contract. However, in the case of subparagraph (f) or (g), the Contractor may by notice terminate the Contract immediately.
In the event the Bank suspends the loan or credit from which part or whole of thepayments to the Contractor are being made, if the Contractor has not received thesums due to him upon expiration of the 14 days referred to in Sub-Clause 14.7
[Payment] for payments under Interim Payment Certificates, the Contractor may,without prejudice to the Contractor’s entitlement to financing charges under SubClause 14.8 [ Delayed Payment ], take one of the following actions, namely (i) suspend
work or reduce the rate of work under Sub-Clause 16.1 above, or (ii) terminate theContract by giving notice to the Employer, with a copy to the Engineer, suchtermination to take effect 14 days after the giving of the notice.
The Contractor’s election to terminate the Contract shall not prejudice any other rightsof the Contractor, under the Contract or otherwise.

56© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

15.6
Corrupt or Fraudulent
Practices

If the Employer determines, based on reasonable evidence, that the Contractor has
engaged in corrupt, fraudulent, collusive or coercive practices, in competing for or in
executing the Contract, then the Employer may, after giving 14 days notice to theContractor, terminate the Contract and expel him from the Site, and the provisions ofClause 15 shall apply as if such termination had been made under Sub-Clause 15.2
[ Termination by Employer ].
Should any employee of the Contractor be determined, based on reasonable
evidence, to have engaged in corrupt, fraudulent or coercive practice during theexecution of the work then that employee shall be removed in accordance with SubClause 6.9 [Contractor’s Personnel ].
[ For contracts financed by the Black Sea Trade and Development Bank or by theEuropean Bank for Reconstruction and Development: ]For the purposes of this Sub-Clause:
(a)

(b)

“corrupt practice” means the offering, giving, receiving, or soliciting of any thingof value to influence the action of a public official, or the threatening of injury to
person, property or reputation, in connection with the procurement process orin contract execution in order to obtain or retain business or other improper
advantage in the conduct of international business; and“fraudulent practice” means a misrepresentation of facts in order to influencea procurement process or the execution of a contract to the detriment of theclient, and includes collusive practices among tenderers (prior to or after
tender submission) designed to establish tender prices at artificial, noncompetitive levels and to deprive the client of the benefits of free and open
competition.

16

Suspension and Termination by Contractor
16.1
Contractor’s Entitlement
to Suspend Work

If the Engineer fails to certify in accordance with Sub-Clause 14.6 [ Issue of Interim
Payment Certificates ] or the Employer fails to comply with Sub-Clause 2.4[ Employer’s Financial Arrangements ] or Sub-Clause 14.7 [ Payment ], the Contractor
may, after giving not less than 21 days’ notice to the Employer, suspend work (orreduce the rate of work) unless and until the Contractor has received the Payment
Certificate, reasonable evidence or payment, as the case may be and as described in
the notice.
Notwithstanding the above, if the Bank has suspended disbursements under the loanor credit from which payments to the Contractor are being made, in whole or in part,for the execution of the Works, and no alternative funds are available as provided forin Sub-Clause 2.4 [ Employer’s Financial Arrangements ], the Contractor may by noticesuspend work or reduce the rate of work at any time, but not less than 7 days after
the Borrower having received the suspension notification from the Bank.
The Contractor’s action shall not prejudice his entitlements to financing charges under
Sub-Clause 14.8 [ Delayed Payment ] and to termination under Sub-Clause 16.2
[ Termination by Contractor ].
If the Contractor subsequently receives such Payment Certificate, evidence or
payment (as described in the relevant Sub-Clause and in the above notice) before
giving a notice of termination, the Contractor shall resume normal working as soon asis reasonably practicable.
© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

55

If the Contractor suffers delay and/or incurs Cost as a result of suspending work (or reducing
the rate of work) in accordance with this Sub-Clause, the Contractor shall give notice to theEngineer and shall be entitled subject to Sub-Clause 20.1 [ Contractor’s Claims] to:(a)(b)

an extension of time for any such delay, if completion is or will be delayed,
under Sub-Clause 8.4 [ Extension of Time for Completion ], andpayment of any such Cost plus profit, which shall be included in the Contract Price.

After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3.5 [ Determinations ] to agree or determine these matters.
16.2
Termination by
Contractor

The Contractor shall be entitled to terminate the Contract if:
(a)

(b)
(c)

(d)

(e)
(f)
(g)

(h)

the Contractor does not receive the reasonable evidence within 42 days after
giving notice under Sub-Clause 16.1 [ Contractor’s Entitlement to Suspend
Work ] in respect of a failure to comply with Sub-Clause 2.4 [ Employer’s
Financial Arrangements ],the Engineer fails, within 56 days after receiving a Statement and supporting
documents, to issue the relevant Payment Certificate,
the Contractor does not receive the amount due under an Interim Payment
Certificate within 42 days after the expiry of the time stated in Sub-Clause 14.7
[ Payment ] within which payment is to be made (except for deductions inaccordance with Sub-Clause 2.5 [ Employer’s Claims ]),the Employer substantially fails to perform his obligations under the Contract insuch manner as to materially and adversely affect the economic balance of theContract and/or the ability of the Contractor to perform the Contract,
the Employer fails to comply with Sub-Clause 1.6 [ Contract Agreement ] or
Sub-Clause 1.7 [ Assignment ],a prolonged suspension affects the whole of the Works as described in SubClause 8.11 [ Prolonged Suspension ],the Employer becomes bankrupt or insolvent, goes into liquidation, has areceiving or administration order made against him, compounds with his
creditors, or carries on business under a receiver, trustee or manager for the
benefit of his creditors, or if any act is done or event occurs which (underapplicable Laws) has a similar effect to any of these acts or events,
the Contractor does not receive the Engineer’s instruction recording theagreement of both Parties on the fulfilment of the conditions for theCommencement of Works under Sub-Clause 8.1 [ Commencement of Works ].

In any of these events or circumstances, the Contractor may, upon giving 14 days’
notice to the Employer, terminate the Contract. However, in the case of subparagraph (f) or (g), the Contractor may by notice terminate the Contract immediately.
In the event the Bank suspends the loan or credit from which part or whole of thepayments to the Contractor are being made, if the Contractor has not received thesums due to him upon expiration of the 14 days referred to in Sub-Clause 14.7
[Payment] for payments under Interim Payment Certificates, the Contractor may,without prejudice to the Contractor’s entitlement to financing charges under SubClause 14.8 [ Delayed Payment ], take one of the following actions, namely (i) suspend
work or reduce the rate of work under Sub-Clause 16.1 above, or (ii) terminate theContract by giving notice to the Employer, with a copy to the Engineer, suchtermination to take effect 14 days after the giving of the notice.
The Contractor’s election to terminate the Contract shall not prejudice any other rightsof the Contractor, under the Contract or otherwise.

56© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

15.6
Corrupt or Fraudulent
Practices

If the Employer determines, based on reasonable evidence, that the Contractor has
engaged in corrupt, fraudulent, collusive or coercive practices, in competing for or in
executing the Contract, then the Employer may, after giving 14 days notice to theContractor, terminate the Contract and expel him from the Site, and the provisions ofClause 15 shall apply as if such termination had been made under Sub-Clause 15.2
[ Termination by Employer ].
Should any employee of the Contractor be determined, based on reasonable
evidence, to have engaged in corrupt, fraudulent or coercive practice during theexecution of the work then that employee shall be removed in accordance with SubClause 6.9 [Contractor’s Personnel ].
[ For contracts financed by the Caribbean Development Bank: ]For the purposes of this Sub-Clause:
(a)

(b)
(c)

(d)

“corrupt practice” means the offering, giving, receiving or soliciting, directly or
indirectly, of any thing of value to influence the action of a public official in the
procurement process or in the Contract execution;“fraudulent practice” means a misrepresentation or omission of facts in order toinfluence a procurement process or the execution of the Contract;“collusive practice” means a scheme or arrangement between two or morebidders, with or without the knowledge of the Borrower, designed to establish
bid prices at artificial, non-competitive levels;“coercive practice” means harming or threatening to harm, directly or indirectly,
persons or their property to influence their participation in the procurement
process or affect the execution of a contract.

16

Suspension and Termination by Contractor
16.1
Contractor’s Entitlement
to Suspend Work

If the Engineer fails to certify in accordance with Sub-Clause 14.6 [ Issue of Interim
Payment Certificates ] or the Employer fails to comply with Sub-Clause 2.4[ Employer’s Financial Arrangements ] or Sub-Clause 14.7 [ Payment ], the Contractor
may, after giving not less than 21 days’ notice to the Employer, suspend work (orreduce the rate of work) unless and until the Contractor has received the Payment
Certificate, reasonable evidence or payment, as the case may be and as described in
the notice.
Notwithstanding the above, if the Bank has suspended disbursements under the loanor credit from which payments to the Contractor are being made, in whole or in part,for the execution of the Works, and no alternative funds are available as provided forin Sub-Clause 2.4 [ Employer’s Financial Arrangements ], the Contractor may by noticesuspend work or reduce the rate of work at any time, but not less than 7 days after
the Borrower having received the suspension notification from the Bank.
The Contractor’s action shall not prejudice his entitlements to financing charges under
Sub-Clause 14.8 [ Delayed Payment ] and to termination under Sub-Clause 16.2
[ Termination by Contractor ].
If the Contractor subsequently receives such Payment Certificate, evidence or
payment (as described in the relevant Sub-Clause and in the above notice) before
giving a notice of termination, the Contractor shall resume normal working as soon asis reasonably practicable.
© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

55

If the Contractor suffers delay and/or incurs Cost as a result of suspending work (or reducing
the rate of work) in accordance with this Sub-Clause, the Contractor shall give notice to theEngineer and shall be entitled subject to Sub-Clause 20.1 [ Contractor’s Claims] to:(a)(b)

an extension of time for any such delay, if completion is or will be delayed,
under Sub-Clause 8.4 [ Extension of Time for Completion ], andpayment of any such Cost plus profit, which shall be included in the Contract Price.

After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3.5 [ Determinations ] to agree or determine these matters.
16.2
Termination by
Contractor

The Contractor shall be entitled to terminate the Contract if:
(a)

(b)
(c)

(d)

(e)
(f)
(g)

(h)

the Contractor does not receive the reasonable evidence within 42 days after
giving notice under Sub-Clause 16.1 [ Contractor’s Entitlement to Suspend
Work ] in respect of a failure to comply with Sub-Clause 2.4 [ Employer’s
Financial Arrangements ],the Engineer fails, within 56 days after receiving a Statement and supporting
documents, to issue the relevant Payment Certificate,
the Contractor does not receive the amount due under an Interim Payment
Certificate within 42 days after the expiry of the time stated in Sub-Clause 14.7
[ Payment ] within which payment is to be made (except for deductions inaccordance with Sub-Clause 2.5 [ Employer’s Claims ]),the Employer substantially fails to perform his obligations under the Contract insuch manner as to materially and adversely affect the economic balance of theContract and/or the ability of the Contractor to perform the Contract,
the Employer fails to comply with Sub-Clause 1.6 [ Contract Agreement ] or
Sub-Clause 1.7 [ Assignment ],a prolonged suspension affects the whole of the Works as described in SubClause 8.11 [ Prolonged Suspension ],the Employer becomes bankrupt or insolvent, goes into liquidation, has areceiving or administration order made against him, compounds with his
creditors, or carries on business under a receiver, trustee or manager for the
benefit of his creditors, or if any act is done or event occurs which (underapplicable Laws) has a similar effect to any of these acts or events,
the Contractor does not receive the Engineer’s instruction recording theagreement of both Parties on the fulfilment of the conditions for theCommencement of Works under Sub-Clause 8.1 [ Commencement of Works ].

In any of these events or circumstances, the Contractor may, upon giving 14 days’
notice to the Employer, terminate the Contract. However, in the case of subparagraph (f) or (g), the Contractor may by notice terminate the Contract immediately.
In the event the Bank suspends the loan or credit from which part or whole of thepayments to the Contractor are being made, if the Contractor has not received thesums due to him upon expiration of the 14 days referred to in Sub-Clause 14.7
[Payment] for payments under Interim Payment Certificates, the Contractor may,without prejudice to the Contractor’s entitlement to financing charges under SubClause 14.8 [ Delayed Payment ], take one of the following actions, namely (i) suspend
work or reduce the rate of work under Sub-Clause 16.1 above, or (ii) terminate theContract by giving notice to the Employer, with a copy to the Engineer, suchtermination to take effect 14 days after the giving of the notice.
The Contractor’s election to terminate the Contract shall not prejudice any other rightsof the Contractor, under the Contract or otherwise.

56© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

15.6
Corrupt or Fraudulent
Practices

If the Employer determines, based on reasonable evidence, that the Contractor has
engaged in corrupt, fraudulent, collusive or coercive practices, in competing for or in
executing the Contract, then the Employer may, after giving 14 days notice to theContractor, terminate the Contract and expel him from the Site, and the provisions ofClause 15 shall apply as if such termination had been made under Sub-Clause 15.2
[ Termination by Employer ].
Should any employee of the Contractor be determined, based on reasonable
evidence, to have engaged in corrupt, fraudulent or coercive practice during theexecution of the work then that employee shall be removed in accordance with SubClause 6.9 [Contractor’s Personnel ].
[ For contracts financed by the Inter-American Development Bank: ]For the purposes of this Sub-Clause:
The Bank requires that all Contractors adhere to the Bank’s Policies for theProcurement of Works and Goods financed by the Bank. In particular, the Bank
requires that all Borrowers (including grant beneficiaries), the executing agencies andcontracting agencies, as well as all firms, entities and individuals bidding for orparticipating in a Bank-financed project, including, inter alia, applicants, bidders,
contractors, consulting firms and individual consultants (including their respective
officers, employees and agents) adhere to the highest ethical standards, and report to
the Bank all suspected acts of fraud or corruption of which it has knowledge or
becomes aware, during the Bidding Process and throughout the negotiation or
execution of a Contract. Fraud and corruption are prohibited.
Fraud and corruption include acts of:
(a)
(b)
(c)
(d)

bribery,
extortion or coercion,
fraud, andcollusion.

The definitions of actions set forth below cover the most common types of corrupt
practices, but are not exhaustive. For this reason, the Bank shall also take action in
the event of any similar deed or complaint involving alleged acts of corruption, evenwhen these are not specified in the following list. The Bank shall in all cases proceedin accordance with Sub-Clause 15.6.
In pursuance of this policy:(a)the Bank defines the terms set forth below as follows:(i)“bribery” meaning the offering or giving of anything of value to influence theactions or decisions of third parties or the receiving or soliciting of any benefit
in exchange for actions or omissions related to the performance of duties;(ii)“extortion” or “coercion” meaning the act of obtaining something,compelling an action or influencing a decision through intimidation,
threat or the use of force, where potential or actual injury may befall upona person, his/her reputation or property;(iii)“fraud” meaning any action or omission intended to misrepresent thetruth so as to induce others to act in reliance thereof, with the purposeof obtaining some unjust advantage or causing damage to others; and(iv)“collusion” meaning a secret agreement between two or more parties todefraud or cause damage to a person or entity or to obtain an unlawful
purpose;© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

55

(b)

if the Bank, in accordance with its administrative procedures, demonstrates
that any firm, entity or individual bidding for or participating in a Bank-financed
project including, inter alia, applicants, bidders, contractors, consulting firms,
individual consultants, borrowers (including grant beneficiaries), purchasers,
executing agencies and contracting agency (including their respective officers,
employees and agents) engaged in an act of fraud or corruption in connection
with Bank-financed projects, the Bank may:
(i)
(ii)

(iii)

(iv)
(v)

(vi)
(vii)

(c)

(d)

(e)

decide not to finance any proposal to award a contract or a contract
awarded financed by the Bank;
suspend disbursement of the operation if it is determined at any stage
that evidence is sufficient to support a finding that an employee, agent
or representative of the Borrower, Executing Agency or Contracting
Agency has engaged in an act of fraud or corruption;
cancel and/or accelerate the payment of, the portion of a loan or grantearmarked for a contract, when there is evidence that the representativeof the Borrower, or Beneficiary of a grant, has not taken the adequate
remedial measures within a time period which the Bank considers
reasonable, and in accordance with the due process guarantees of the
Borrowing country’s legislation;issue a reprimand in the form of a formal letter of censure of the firm,
entity or individual’s behaviour;
issue a declaration that an individual, entity or firm is ineligible, either
permanently or for a stated period of time, to be awarded contracts
under Bank-financed projects except under such conditions as the Bank
deems to be appropriate;refer the matter to appropriate law enforcement authorities; and/or;
may impose other sanctions that it deems to be appropriate under thecircumstances, including the imposition of fines representing
reimbursement of the Bank for costs associated with investigations andproceedings. Such other sanctions may be imposed in addition to or inlieu of other sanctions;

the Bank has established administrative procedures for cases of allegations offraud and corruption within the procurement process or the execution of acontract financed by the Bank which are available at the Bank’s website(www.iadb.org), as updated from time to time. To that effect any complaint shallbe submitted to the Bank’s Office of Institutional Integrity (OII) for the appropriate
investigation. Allegations may be presented confidentially or anonymously;
payments are expressly conditional upon the claimant’s participation in the
procurement process conformed with all applicable Bank policies on Fraud andCorruption described in this Sub-Clause 15.5; andthe imposition of any sanction referred to paragraph (b) of this Sub-Clause will
be public;

The Bank will have the right to require that a Contractor permit the Bank to inspect
their accounts and records and other documents relating to the submission of bids
and contract performance and to have them audited by auditors appointed by the
Bank. The Bank will have the right to require that Contractors to:
(a)
(b)

55a

maintain all documents and records related to the Bank-financed project for five(5) years after completion of the work; andrequire the delivery of any document necessary for the investigation ofallegations of fraud or corruption and the availability of employees or agents ofthe contractor with knowledge of the Bank-financed project to respond toquestions from the Bank.

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

If the Contractor refuses to comply with the Bank’s request, the Bank, in its sole
discretion, may take appropriate action against the Contractor.
The Contractor represents and warrants:
(a)
(b)
(c)
(d)

(e)

(f)

(g)

that they have read and understood the Bank’s prohibition against fraud andcorruption and agrees to abide by the applicable rules;
that they have not engaged in any violation of policies on fraud and corruption
described herein;that they have not misrepresented or concealed any material facts during the
procurement or contract negotiation processes or performance of the contract;that neither they nor any of their directors, officers or principal shareholders
have been declared ineligible to be awarded Bank-financed contracts or havebeen convicted of a crime involving fraud or corruption;that none of their directors, officers or principal shareholders has been a
director, officer or principal shareholder of any other company or entity that has
been declared ineligible to be awarded a Bank-financed contract or has been
convicted of a crime involving fraud or corruption;that all commissions, agents’ fees, facilitating payments or revenue-sharing
agreements related to the Bank-financed contract or consulting agreement
have been disclosed;that they acknowledge that the breach of any of these warranties constitute abasis for the imposition of any or a combination of the measures described inthis Sub-Clause.

16

Suspension and Termination by Contractor
16.1
Contractor’s Entitlement
to Suspend Work

If the Engineer fails to certify in accordance with Sub-Clause 14.6 [ Issue of Interim
Payment Certificates ] or the Employer fails to comply with Sub-Clause 2.4[ Employer’s Financial Arrangements ] or Sub-Clause 14.7 [ Payment ], the Contractor
may, after giving not less than 21 days’ notice to the Employer, suspend work (orreduce the rate of work) unless and until the Contractor has received the Payment
Certificate, reasonable evidence or payment, as the case may be and as described in
the notice.
Notwithstanding the above, if the Bank has suspended disbursements under the loanor credit from which payments to the Contractor are being made, in whole or in part,for the execution of the Works, and no alternative funds are available as provided forin Sub-Clause 2.4 [ Employer’s Financial Arrangements ], the Contractor may by noticesuspend work or reduce the rate of work at any time, but not less than 7 days after
the Borrower having received the suspension notification from the Bank.
The Contractor’s action shall not prejudice his entitlements to financing charges under
Sub-Clause 14.8 [ Delayed Payment ] and to termination under Sub-Clause 16.2
[ Termination by Contractor ].
If the Contractor subsequently receives such Payment Certificate, evidence or
payment (as described in the relevant Sub-Clause and in the above notice) before
giving a notice of termination, the Contractor shall resume normal working as soon asis reasonably practicable.
If the Contractor suffers delay and/or incurs Cost as a result of suspending work (orreducing the rate of work) in accordance with this Sub-Clause, the Contractor shall© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

56

give notice to the Engineer and shall be entitled subject to Sub-Clause 20.1
[ Contractor’s Claims ] to:(a)(b)

an extension of time for any such delay, if completion is or will be delayed,
under Sub-Clause 8.4 [ Extension of Time for Completion ], andpayment of any such Cost plus profit, which shall be included in the Contract
Price.

After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3.5 [ Determinations ] to agree or determine these matters.
16.2
Termination by
Contractor

The Contractor shall be entitled to terminate the Contract if:
(a)

(b)
(c)

(d)

(e)
(f)
(g)

(h)

the Contractor does not receive the reasonable evidence within 42 days after
giving notice under Sub-Clause 16.1 [ Contractor’s Entitlement to Suspend
Work ] in respect of a failure to comply with Sub-Clause 2.4 [ Employer’s
Financial Arrangements ],the Engineer fails, within 56 days after receiving a Statement and supporting
documents, to issue the relevant Payment Certificate,
the Contractor does not receive the amount due under an Interim Payment
Certificate within 42 days after the expiry of the time stated in Sub-Clause 14.7
[ Payment ] within which payment is to be made (except for deductions inaccordance with Sub-Clause 2.5 [ Employer’s Claims ]),the Employer substantially fails to perform his obligations under the Contract insuch manner as to materially and adversely affect the economic balance of theContract and/or the ability of the Contractor to perform the Contract,
the Employer fails to comply with Sub-Clause 1.6 [ Contract Agreement ] or
Sub-Clause 1.7 [ Assignment ],a prolonged suspension affects the whole of the Works as described in SubClause 8.11 [ Prolonged Suspension ],the Employer becomes bankrupt or insolvent, goes into liquidation, has areceiving or administration order made against him, compounds with his
creditors, or carries on business under a receiver, trustee or manager for the
benefit of his creditors, or if any act is done or event occurs which (underapplicable Laws) has a similar effect to any of these acts or events,
the Contractor does not receive the Engineer’s instruction recording theagreement of both Parties on the fulfilment of the conditions for theCommencement of Works under Sub-Clause 8.1 [ Commencement of Works ].

In any of these events or circumstances, the Contractor may, upon giving 14 days’
notice to the Employer, terminate the Contract. However, in the case of subparagraph (f) or (g), the Contractor may by notice terminate the Contract immediately.
In the event the Bank suspends the loan or credit from which part or whole of thepayments to the Contractor are being made, if the Contractor has not received thesums due to him upon expiration of the 14 days referred to in Sub-Clause 14.7
[Payment] for payments under Interim Payment Certificates, the Contractor may,without prejudice to the Contractor’s entitlement to financing charges under SubClause 14.8 [ Delayed Payment ], take one of the following actions, namely (i) suspend
work or reduce the rate of work under Sub-Clause 16.1 above, or (ii) terminate theContract by giving notice to the Employer, with a copy to the Engineer, suchtermination to take effect 14 days after the giving of the notice.
The Contractor’s election to terminate the Contract shall not prejudice any other rightsof the Contractor, under the Contract or otherwise.

56a© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

15.6
Corrupt or Fraudulent
Practices

If the Employer determines, based on reasonable evidence, that the Contractor has
engaged in corrupt, fraudulent, collusive or coercive practices, in competing for or in
executing the Contract, then the Employer may, after giving 14 days notice to theContractor, terminate the Contract and expel him from the Site, and the provisions ofClause 15 shall apply as if such termination had been made under Sub-Clause 15.2
[ Termination by Employer ].
Should any employee of the Contractor be determined, based on reasonable
evidence, to have engaged in corrupt, fraudulent or coercive practice during theexecution of the work then that employee shall be removed in accordance with SubClause 6.9 [Contractor’s Personnel ].
[ For contracts financed by The World Bank: ]In pursuance of this policy, the Bank:(a)defines, for the purposes of this provision, the terms set forth below asfollows:(i)“corrupt practice” is the offering, giving, receiving or soliciting, directly or
indirectly, of anything of value to influence improperly the actions ofanother party;
In this context, “another party” refers to a public official
acting in relation to the procurement process or contract
execution]. In this context, “public official” includes WorldBank staff and employees of other organisations taking orreviewing procurement decisions.

(ii)“fraudulent practice” is any act or omission, including amisrepresentation, that knowingly or recklessly misleads, or attempts tomislead, a party to obtain a financial or other benefit or to avoid an
obligation;
In this context, “party” refers to a public official; the terms“benefit” and “obligation” relate to the procurement
process or contract execution; and the “act or omission” isintended to influence the procurement process or contract
execution.

(iii)“collusive practice” is an arrangement between two or more parties
designed to achieve an improper purpose, including to influence
improperly the actions of another party;
In this context, “parties” refers to participants in the
procurement process (including public officials) attempting
to establish bid prices at artificial, non competitive
levels.

(iv)“coercive practice” is impairing or harming, or threatening to impair orharm, directly or indirectly, any party or the property of the party to
influence improperly the actions of a party;
In this context, “parties” refers to participants in the
procurement process (including public officials) attempting
to establish bid prices at artificial, non competitive levels.

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

55

(v)

“obstructive practice” is:
(A)

(B)

deliberately destroying, falsifying, altering orconcealing of evidence material to the investigationor making false statements to investigators in orderto materially impede a Bank investigation into
allegations of a corrupt, fraudulent, coercive or
collusive practice; and/or threatening, harassing or
intimidating any party to prevent it from disclosing its
knowledge of matters relevant to the investigation orfrom pursuing the investigation, or
acts intended to materially impede the exercise of
the Bank’s inspection and audit rights.

In this context, “party” refers to a participant in the
procurement process or contract execution.

16

Suspension and Termination by Contractor
16.1
Contractor’s Entitlement
to Suspen

If the Engineer fails to certify in accordance with Sub-Clause 14.6 [ Issue of Interim
Payment Certificates ] or the Employer fails to comply with Sub-Clause 2.4[ Employer’s Financial Arrangements ] or Sub-Clause 14.7 [ Payment ], the Contractor
may, after giving not less than 21 days’ notice to the Employer, suspend work (orreduce the rate of work) unless and until the Contractor has received the Payment
Certificate, reasonable evidence or payment, as the case may be and as described in
the notice.
Notwithstanding the above, if the Bank has suspended disbursements under theloan or credit from which payments to the Contractor are being made, in whole or inpart, for the execution of the Works, and no alternative funds are available asprovided for in Sub-Clause 2.4 [ Employer’s Financial Arrangements ], the Contractor
may by notice suspend work or reduce the rate of work at any time, but not less than
7 days after the Borrower having received the suspension notification from the Bank.
The Contractor’s action shall not prejudice his entitlements to financing charges under
Sub-Clause 14.8 [ Delayed Payment ] and to termination under Sub-Clause 16.2
[ Termination by Contractor ].
If the Contractor subsequently receives such Payment Certificate, evidence or
payment (as described in the relevant Sub-Clause and in the above notice) before
giving a notice of termination, the Contractor shall resume normal working as soon asis reasonably practicable.
If the Contractor suffers delay and/or incurs Cost as a result of suspending work (orreducing the rate of work) in accordance with this Sub-Clause, the Contractor shallgive notice to the Engineer and shall be entitled subject to Sub-Clause 20.1
[ Contractor’s Claims ] to:
(a)
(b)

56

an extension of time for any such delay, if completion is or will be delayed,
under Sub-Clause 8.4 [ Extension of Time for Completion ], andpayment of any such Cost plus profit, which shall be included in the Contract
Price.

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3.5 [ Determinations ] to agree or determine these matters.
16.2
Termination by
Contractor

The Contractor shall be entitled to terminate the Contract if:(a)the Contractor does not receive the reasonable evidence within 42 days after
giving notice under Sub-Clause 16.1 [ Contractor’s Entitlement to Suspend
Work ] in respect of a failure to comply with Sub-Clause 2.4 [ Employer’s
Financial Arrangements ],(b)

the Engineer fails, within 56 days after receiving a Statement and supporting
documents, to issue the relevant Payment Certificate,(c)the Contractor does not receive the amount due under an Interim Payment
Certificate within 42 days after the expiry of the time stated in Sub-Clause 14.7
[ Payment ] within which payment is to be made (except for deductions inaccordance with Sub-Clause 2.5 [ Employer’s Claims ]),(d)the Employer substantially fails to perform his obligations under the Contract insuch manner as to materially and adversely affect the economic balance of theContract and/or the ability of the Contractor to perform the Contract,(e)

the Employer fails to comply with Sub-Clause 1.6 [ Contract Agreement ] or
Sub-Clause 1.7 [ Assignment ],(f)a prolonged suspension affects the whole of the Works as described in SubClause 8.11 [ Prolonged Suspension ],(g)

the Employer becomes bankrupt or insolvent, goes into liquidation, has areceiving or administration order made against him, compounds with his
creditors, or carries on business under a receiver, trustee or manager for the
benefit of his creditors, or if any act is done or event occurs which (underapplicable Laws) has a similar effect to any of these acts or events,(h)the Contractor does not receive the Engineer’s instruction recording theagreement of both Parties on the fulfilment of the conditions for theCommencement of Works under Sub-Clause 8.1 [ Commencement ofWorks ].

In any of these events or circumstances, the Contractor may, upon giving 14 days’
notice to the Employer, terminate the Contract. However, in the case of subparagraph (f) or (g), the Contractor may by notice terminate the Contract immediately.
In the event the Bank suspends the loan or credit from which part or whole of thepayments to the Contractor are being made, if the Contractor has not received thesums due to him upon expiration of the 14 days referred to in Sub-Clause 14.7
[Payment] for payments under Interim Payment Certificates, the Contractor may,without prejudice to the Contractor’s entitlement to financing charges under SubClause 14.8 [ Delayed Payment ], take one of the following actions, namely (i) suspend
work or reduce the rate of work under Sub-Clause 16.1 above, or (ii) terminate theContract by giving notice to the Employer, with a copy to the Engineer, suchtermination to take effect 14 days after the giving of the notice.
The Contractor’s election to terminate the Contract shall not prejudice any other rightsof the Contractor, under the Contract or otherwise.
© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

56a

[ For contracts financed by The World Bank: ]This page 56b is blank.

56b© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

16.3
Cessation of Work andRemoval of Contractor’sEquipment

After a notice of termination under Sub-Clause 15.5 [ Employer’s Entitlement toTermination for Convenience ], Sub-Clause 16.2 [ Termination by Contractor ] or SubClause 19.6 [ Optional Termination, Payment and Release ] has taken effect, theContractor shall promptly:
(a)
(b)
(c)

cease all further work, except for such work as may have been instructed by
the Engineer for the protection of life or property or for the safety of the Works,
hand over Contractor’s Documents, Plant, Materials and other work, for which
the Contractor has received payment, andremove all other Goods from the Site, except as necessary for safety, and leave
the Site.

16.4
Payment on Termination

After a notice of termination under Sub-Clause 16.2 [ Termination by Contractor ] hastaken effect, the Employer shall promptly:
(a)
(b)
(c)

return the Performance Security to the Contractor,
pay the Contractor in accordance with Sub-Clause 19.6 [ Optional Termination,
Payment and Release ], andpay to the Contractor the amount of any loss or damage sustained by theContractor as a result of this termination.

17

Risk and Responsibility
17.1
Indemnities

The Contractor shall indemnify and hold harmless the Employer, the Employer’s
Personnel, and their respective agents, against and from all claims, damages, losses
and expenses (including legal fees and expenses) in respect of:
(a)

(b)

bodily injury, sickness, disease or death, of any person whatsoever arising outof or in the course of or by reason of the Contractor’s design (if any), theexecution and completion of the Works and the remedying of any defects,
unless attributable to any negligence, wilful act or breach of the Contract by the
Employer, the Employer’s Personnel, or any of their respective agents, anddamage to or loss of any property, real or personal (other than the Works), tothe extent that such damage or loss arises out of or in the course of or byreason of the Contractor’s design (if any), the execution and completion of theWorks and the remedying of any defects, unless and to the extent that any
such damage or loss is attributable to any negligence, wilful act or breach of
the Contract by the Employer, the Employer’s Personnel, their respective
agents, or anyone directly or indirectly employed by any of them.

The Employer shall indemnify and hold harmless the Contractor, the Contractor’s
Personnel, and their respective agents, against and from all claims, damages, losses
and expenses (including legal fees and expenses) in respect of (1) bodily injury,
sickness, disease or death, which is attributable to any negligence, wilful act or breachof the Contract by the Employer, the Employer’s Personnel, or any of their respective
agents, and (2) the matters for which liability may be excluded from insurance cover,as described in sub-paragraphs (d)(i), (ii) and (iii) of Sub-Clause 18.3 [ Insurance
Against Injury to Persons and Damage to Property ].
17.2
Contractor’s Careof the Works

The Contractor shall take full responsibility for the care of the Works and Goods from theCommencement Date until the Taking-Over Certificate is issued (or is deemed to be© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

57

issued under Sub-Clause 10.1 [Taking Over of the Works and Sections]) for the Works,
when responsibility for the care of the Works shall pass to the Employer. If a Taking-Over
Certificate is issued (or is so deemed to be issued) for any Section or part of the Works,
responsibility for the care of the Section or part shall then pass to the Employer.
After responsibility has accordingly passed to the Employer, the Contractor shall takeresponsibility for the care of any work which is outstanding on the date stated in a
Taking-Over Certificate, until this outstanding work has been completed.
If any loss or damage happens to the Works, Goods or Contractor’s Documents
during the period when the Contractor is responsible for their care, from any cause
not listed in Sub-Clause 17.3 [ Employer’s Risks ], the Contractor shall rectify the loss
or damage at the Contractor’s risk and cost, so that the Works, Goods andContractor’s Documents conform with the Contract.
The Contractor shall be liable for any loss or damage caused by any actions
performed by the Contractor after a Taking-Over Certificate has been issued. The
Contractor shall also be liable for any loss or damage which occurs after a TakingOver Certificate has been issued and which arose from a previous event for which theContractor was liable.
17.3
Employer’s Risks

The risks referred to in Sub-Clause 17.4 [ Consequences of Employer’s Risks ] below,
insofar as they directly affect the execution of the Works in the Country, are:
(a)
(b)

(c)
(d)

(e)
(f)
(g)
(h)

war, hostilities (whether war be declared or not), invasion, act of foreign enemies,
rebellion, terrorism, sabotage by persons other than the Contractor’s
Personnel, revolution, insurrection, military or usurped power, or civil war, within
the Country,riot, commotion or disorder within the Country by persons other than theContractor’s Personnel,
munitions of war, explosive materials, ionising radiation or contamination byradio-activity, within the Country, except as may be attributable to theContractor’s use of such munitions, explosives, radiation or radio-activity,pressure waves caused by aircraft or other aerial devices travelling at sonic orsupersonic speeds,
use or occupation by the Employer of any part of the Permanent Works, except
as may be specified in the Contract,
design of any part of the Works by the Employer’s Personnel or by others forwhom the Employer is responsible, andany operation of the forces of nature which is Unforeseeable or against which
an experienced contractor could not reasonably have been expected to havetaken adequate preventive precautions.

17.4
Consequences of
Employer’s Risks

If and to the extent that any of the risks listed in Sub-Clause 17.3 above results in loss
or damage to the Works, Goods or Contractor’s Documents, the Contractor shallpromptly give notice to the Engineer and shall rectify this loss or damage to the extent
required by the Engineer.
If the Contractor suffers delay and/or incurs Cost from rectifying this loss or damage,
the Contractor shall give a further notice to the Engineer and shall be entitled subject
to Sub-Clause 20.1 [ Contractor’s Claims ] to:(a)58an extension of time for any such delay, if completion is or will be delayed,
under Sub-Clause 8.4 [ Extension of Time for Completion ], and© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

(b)payment of any such Cost, which shall be included in the Contract Price. In thecase of sub-paragraphs (f) and (g) of Sub-Clause 17.3 [ Employer’s Risks ], Cost
plus profit shall be payable.

After receiving this further notice, the Engineer shall proceed in accordance with SubClause 3.5 [ Determinations ] to agree or determine these matters.
17.5Intellectual and Industrial
Property Rights

In this Sub-Clause, “infringement” means an infringement (or alleged infringement) of
any patent, registered design, copyright, trade mark, trade name, trade secret or otherintellectual or industrial property right relating to the Works; and “claim” means a claim(or proceedings pursuing a claim) alleging an infringement.
Whenever a Party does not give notice to the other Party of any claim within 28 daysof receiving the claim, the first Party shall be deemed to have waived any right toindemnity under this Sub-Clause.
The Employer shall indemnify and hold the Contractor harmless against and from any
claim alleging an infringement which is or was:(a)(b)

an unavoidable result of the Contractor’s compliance with the Contract, ora result of any Works being used by the Employer:
(i)
(ii)

for a purpose other than that indicated by, or reasonably to be inferredfrom, the Contract, orin conjunction with any thing not supplied by the Contractor, unless suchuse was disclosed to the Contractor prior to the Base Date or is statedin the Contract.

The Contractor shall indemnify and hold the Employer harmless against and from anyother claim which arises out of or in relation to (i) the manufacture, use, sale or importof any Goods, or (ii) any design for which the Contractor is responsible.
If a Party is entitled to be indemnified under this Sub-Clause, the indemnifying Partymay (at its cost) conduct negotiations for the settlement of the claim, and any litigationor arbitration which may arise from it. The other Party shall, at the request and cost of
the indemnifying Party, assist in contesting the claim. This other Party (and its
Personnel) shall not make any admission which might be prejudicial to the indemnifying
Party, unless the indemnifying Party failed to take over the conduct of any negotiations,litigation or arbitration upon being requested to do so by such other Party.
17.6
Limitation of Liability

Neither Party shall be liable to the other Party for loss of use of any Works, loss of
profit, loss of any contract or for any indirect or consequential loss or damage which
may be suffered by the other Party in connection with the Contract, other than as
specifically provided in Sub-Clause 8.7 [ Delay Damages ]; Sub-Clause 11.2 [ Cost of
Remedying Defects ]; Sub-Clause 15.4 [ Payment after Termination ]; Sub-Clause 16.4
[ Payment on Termination ]; Sub-Clause 17.1 [ Indemnities ]; Sub-Clause 17.4(b)[ Consequences of Employer’s Risks ] and Sub-Clause 17.5 [ Intellectual and Industrial
Property Rights ].
The total liability of the Contractor to the Employer, under or in connection with theContract other than under Sub-Clause 4.19 [ Electricity, Water and Gas ], Sub-Clause
4.20 [ Employer’s Equipment and Free-Issue Materials ], Sub-Clause 17.1
[ Indemnities ] and Sub-Clause 17.5 [ Intellectual and Industrial Property Rights ], shallnot exceed the sum resulting from the application of a multiplier (less or greater than
© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

59one) to the Accepted Contract Amount, as stated in the Contract Data, or (if such
multiplier or other sum is not so stated), the Accepted Contract Amount.
This Sub-Clause shall not limit liability in any case of fraud, deliberate default or
reckless misconduct by the defaulting Party.
17.7
The Contractor shall take full responsibility for the care of the Employer-provided
Use of Employer’s
Accommodation/Facilities accommodation and facilities, if any, as detailed in the Specification, from therespective dates of hand-over to the Contractor until cessation of occupation (where
hand-over or cessation of occupation may take place after the date stated in the
Taking-Over Certificate for the Works).
If any loss or damage happens to any of the above items while the Contractor is
responsible for their care arising from any cause whatsoever other than those forwhich the Employer is liable, the Contractor shall, at his own cost, rectify the loss ordamage to the satisfaction of the Engineer.

18

Insurance
18.1
General Requirements
for Insurances

In this Clause, “insuring Party” means, for each type of insurance, the Party
responsible for effecting and maintaining the insurance specified in the relevant SubClause.
Wherever the Contractor is the insuring Party, each insurance shall be effected withinsurers and in terms approved by the Employer. These terms shall be consistent withany terms agreed by both Parties before the date of the Letter of Acceptance. Thisagreement of terms shall take precedence over the provisions of this Clause.
Wherever the Employer is the insuring Party, each insurance shall be effected withinsurers and in terms acceptable to the Contractor. These terms shall be consistent
with any terms agreed by both Parties before the date of the Letter of Acceptance.
This agreement of terms shall take precedence over the provisions of this Clause.
If a policy is required to indemnify joint insured, the cover shall apply separately toeach insured as though a separate policy had been issued for each of the joint
insured. If a policy indemnifies additional joint insured, namely in addition to theinsured specified in this Clause, (i) the Contractor shall act under the policy on behalfof these additional joint insured except that the Employer shall act for Employer’s
Personnel, (ii) additional joint insured shall not be entitled to receive payments directlyfrom the insurer or to have any other direct dealings with the insurer, and (iii) the
insuring Party shall require all additional joint insured to comply with the conditions
stipulated in the policy.
Each policy insuring against loss or damage shall provide for payments to be made in
the currencies required to rectify the loss or damage. Payments received from insurers
shall be used for the rectification of the loss or damage.
The relevant insuring Party shall, within the respective periods stated in the Contract
Data (calculated from the Commencement Date), submit to the other Party:
(a)
(b)

60

evidence that the insurances described in this Clause have been effected, andcopies of the policies for the insurances described in Sub-Clause 18.2

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

[ Insurance for Works and Contractor’s Equipment ] and Sub-Clause 18.3
[ Insurance against Injury to Persons and Damage to Property ].
When each premium is paid, the insuring Party shall submit evidence of payment to
the other Party. Whenever evidence or policies are submitted, the insuring Party shallalso give notice to the Engineer.
Each Party shall comply with the conditions stipulated in each of the insurance
policies. The insuring Party shall keep the insurers informed of any relevant changes
to the execution of the Works and ensure that insurance is maintained in accordancewith this Clause.
Neither Party shall make any material alteration to the terms of any insurance without theprior approval of the other Party. If an insurer makes (or attempts to make) any alteration,
the Party first notified by the insurer shall promptly give notice to the other Party.
If the insuring Party fails to effect and keep in force any of the insurances it is required
to effect and maintain under the Contract, or fails to provide satisfactory evidence andcopies of policies in accordance with this Sub-Clause, the other Party may (at its option
and without prejudice to any other right or remedy) effect insurance for the relevant
coverage and pay the premiums due. The insuring Party shall pay the amount of thesepremiums to the other Party, and the Contract Price shall be adjusted accordingly.
Nothing in this Clause limits the obligations, liabilities or responsibilities of theContractor or the Employer, under the other terms of the Contract or otherwise. Anyamounts not insured or not recovered from the insurers shall be borne by theContractor and/or the Employer in accordance with these obligations, liabilities or
responsibilities. However, if the insuring Party fails to effect and keep in force aninsurance which is available and which it is required to effect and maintain under theContract, and the other Party neither approves the omission nor effects insurance forthe coverage relevant to this default, any moneys which should have been recoverable
under this insurance shall be paid by the insuring Party.
Payments by one Party to the other Party shall be subject to Sub-Clause 2.5[ Employer’s Claims ] or Sub-Clause 20.1 [ Contractor’s Claims ], as applicable.
The Contractor shall be entitled to place all insurances relating to the Contract(including, but not limited to the insurance referred to Clause 18) with insurers fromany eligible source country.
18.2
Insurance for Works andContractor’s Equipment

The insuring Party shall insure the Works, Plant, Materials and Contractor’sDocuments for not less than the full reinstatement cost including the costs ofdemolition, removal of debris and professional fees and profit. This insurance shall beeffective from the date by which the evidence is to be submitted under sub-paragraph(a) of Sub-Clause 18.1 [ General Requirements for Insurances ], until the date of issueof the Taking-Over Certificate for the Works.
The insuring Party shall maintain this insurance to provide cover until the date of issueof the Performance Certificate, for loss or damage for which the Contractor is liablearising from a cause occurring prior to the issue of the Taking-Over Certificate, and forloss or damage caused by the Contractor in the course of any other operations(including those under Clause 11 [ Defects Liability ]).
The insuring Party shall insure the Contractor’s Equipment for not less than the full
replacement value, including delivery to Site. For each item of Contractor’s Equipment,© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

61the insurance shall be effective while it is being transported to the Site and until it is
no longer required as Contractor’s Equipment.
Unless otherwise stated in the Particular Conditions, insurances under this Sub-Clause:
(a)
(b)

(c)
(d)

(e)

shall be effected and maintained by the Contractor as insuring Party,
shall be in the joint names of the Parties, who shall be jointly entitled to receive
payments from the insurers, payments being held or allocated to the Party
actually bearing the costs of rectifying the loss or damage,shall cover all loss and damage from any cause not listed in Sub-Clause 17.3
[ Employer’s Risks ],shall also cover, to the extent specifically required in the bidding documents of
the Contract, loss or damage to a part of the Works which is attributable to theuse or occupation by the Employer of another part of the Works, and loss ordamage from the risks listed in sub-paragraphs (c), (g) and (h) of Sub-Clause
17.3 [ Employer’s Risks ], excluding (in each case) risks which are not insurable
at commercially reasonable terms, with deductibles per occurrence of not morethan the amount stated in the Contract Data (if an amount is not so stated, thissub-paragraph (d) shall not apply), andmay however exclude loss of, damage to, and reinstatement of:
(i)

(ii)

(iii)
(iv)

a part of the Works which is in a defective condition due to a defect inits design, materials or workmanship (but cover shall include any otherparts which are lost or damaged as a direct result of this defective
condition and not as described in sub-paragraph (ii) below),a part of the Works which is lost or damaged in order to reinstate anyother part of the Works if this other part is in a defective condition due toa defect in its design, materials or workmanship,a part of the Works which has been taken over by the Employer, except
to the extent that the Contractor is liable for the loss or damage, andGoods while they are not in the Country, subject to Sub-Clause 14.5
[ Plant and Materials intended for the Works ].

If, more than one year after the Base Date, the cover described in sub-paragraph (d)above ceases to be available at commercially reasonable terms, the Contractor shall(as insuring Party) give notice to the Employer, with supporting particulars. The
Employer shall then (i) be entitled subject to Sub-Clause 2.5 [ Employer’s Claims ] topayment of an amount equivalent to such commercially reasonable terms as theContractor should have expected to have paid for such cover, and (ii) be deemed,
unless he obtains the cover at commercially reasonable terms, to have approved theomission under Sub-Clause 18.1 [ General Requirements for Insurances ].
18.3
Insurance against Injury
to Persons and Damage
to Property

The insuring Party shall insure against each Party’s liability for any loss, damage, deathor bodily injury which may occur to any physical property (except things insured under
Sub-Clause 18.2 [ Insurance for Works and Contractor’s Equipment ]) or to any person(except persons insured under Sub-Clause 18.4 [ Insurance for Contractor’s
Personnel ]), which may arise out of the Contractor’s performance of the Contract andoccurring before the issue of the Performance Certificate.
This insurance shall be for a limit per occurrence of not less than the amount statedin the Contract Data, with no limit on the number of occurrences. If an amount is notstated in the Contract Data, this Sub-Clause shall not apply.
Unless otherwise stated in the Particular Conditions, the insurances specified in thisSub-Clause:62© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

(a)
(b)
(c)

(d)

shall be effected and maintained by the Contractor as insuring Party,
shall be in the joint names of the Parties,
shall be extended to cover liability for all loss and damage to the Employer’s
property (except things insured under Sub-Clause 18.2) arising out of theContractor’s performance of the Contract, andmay however exclude liability to the extent that it arises from:
(i)

(ii)
(iii)

the Employer’s right to have the Permanent Works executed on, over,under, in or through any land, and to occupy this land for the Permanent
Works,
damage which is an unavoidable result of the Contractor’s obligations to
execute the Works and remedy any defects, anda cause listed in Sub-Clause 17.3 [ Employer’s Risks ], except to theextent that cover is available at commercially reasonable terms.

18.4
Insurance forContractor’s Personnel

The Contractor shall effect and maintain insurance against liability for claims,
damages, losses and expenses (including legal fees and expenses) arising from injury,
sickness, disease or death of any person employed by the Contractor or any other of
the Contractor’s Personnel.
The insurance shall cover the Employer and the Engineer against liability for claims,
damages, losses and expenses (including legal fees and expenses) arising from injury,
sickness, disease or death of any person employed by the Contractor or any other of
the Contractor’s Personnel, except that this insurance may exclude losses and claims
to the extent that they arise from any act or neglect of the Employer or of the
Employer’s Personnel.
The insurance shall be maintained in full force and effect during the whole time thatthese personnel are assisting in the execution of the Works. For a Subcontractor’s
employees, the insurance may be effected by the Subcontractor, but the Contractor
shall be responsible for compliance with this Clause.

19

Force Majeure
19.1
Definition of Force
MajeureIn this Clause, “Force Majeure” means an exceptional event or circumstance:
(a)
(b)
(c)
(d)

which is beyond a Party’s control,
which such Party could not reasonably have provided against before entering
into the Contract,which, having arisen, such Party could not reasonably have avoided or
overcome, andwhich is not substantially attributable to the other Party.

Force Majeure may include, but is not limited to, exceptional events or circumstancesof the kind listed below, so long as conditions (a) to (d) above are satisfied:
(i)
(ii)
(iii)

war, hostilities (whether war be declared or not), invasion, act of foreign
enemies,
rebellion, terrorism, sabotage by persons other than the Contractor’s
Personnel, revolution, insurrection, military or usurped power, or civil war,riot, commotion, disorder, strike or lockout by persons other than theContractor’s Personnel,© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

63

(iv)

(v)

munitions of war, explosive materials, ionising radiation or contamination
by radio-activity, except as may be attributable to the Contractor’s use ofsuch munitions, explosives, radiation or radio-activity, andnatural catastrophes such as earthquake, hurricane, typhoon or volcanic
activity.

19.2
Notice of Force Majeure

If a Party is or will be prevented from performing its substantial obligations under theContract by Force Majeure, then it shall give notice to the other Party of the event or
circumstances constituting the Force Majeure and shall specify the obligations, theperformance of which is or will be prevented. The notice shall be given within 14 days
after the Party became aware, or should have become aware, of the relevant event or
circumstance constituting Force Majeure.
The Party shall, having given notice, be excused performance of its obligations for solong as such Force Majeure prevents it from performing them.
Notwithstanding any other provision of this Clause, Force Majeure shall not apply toobligations of either Party to make payments to the other Party under the Contract.

19.3
Duty to Minimise Delay

Each Party shall at all times use all reasonable endeavours to minimise any delay inthe performance of the Contract as a result of Force Majeure.
A Party shall give notice to the other Party when it ceases to be affected by the Force
Majeure.

19.4
Consequences of Force
MajeureIf the Contractor is prevented from performing its substantial obligations under theContract by Force Majeure of which notice has been given under Sub-Clause 19.2
[ Notice of Force Majeure ], and suffers delay and/or incurs Cost by reason of such
Force Majeure, the Contractor shall be entitled subject to Sub-Clause 20.1
[ Contractor’s Claims ] to:(a)(b)

an extension of time for any such delay, if completion is or will be delayed,
under Sub-Clause 8.4 [ Extension of Time for Completion ], andif the event or circumstance is of the kind described in sub-paragraphs (i) to (iv)of Sub-Clause 19.1 [ Definition of Force Majeure ] and, in the case of subparagraphs (ii) to (iv), occurs in the Country, payment of any such Cost,
including the costs of rectifying or replacing the Works and/or Goods damaged
or destroyed by Force Majeure, to the extent they are not indemnified throughthe insurance policy referred to in Sub-Clause 18.2 [ Insurance for Works andContractor’s Equipment ].

After receiving this notice, the Engineer shall proceed in accordance with Sub-Clause
3.5 [ Determinations ] to agree or determine these matters.
19.5
Force Majeure Affecting
Subcontractor

If any Subcontractor is entitled under any contract or agreement relating to the Works
to relief from force majeure on terms additional to or broader than those specified inthis Clause, such additional or broader force majeure events or circumstances shallnot excuse the Contractor’s non-performance or entitle him to relief under this Clause.

19.6
Optional Termination,
Payment and Release

If the execution of substantially all the Works in progress is prevented for a continuous
period of 84 days by reason of Force Majeure of which notice has been given under64© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

Sub-Clause 19.2 [Notice of Force Majeure], or for multiple periods which total more than
140 days due to the same notified Force Majeure, then either Party may give to the otherParty a notice of termination of the Contract. In this event, the termination shall takeeffect 7 days after the notice is given, and the Contractor shall proceed in accordancewith Sub-Clause 16.3 [Cessation of Work and Removal of Contractor’s Equipment].
Upon such termination, the Engineer shall determine the value of the work done andissue a Payment Certificate which shall include:
(a)
(b)

(c)

(d)

(e)

the amounts payable for any work carried out for which a price is stated in theContract;
the Cost of Plant and Materials ordered for the Works which have beendelivered to the Contractor, or of which the Contractor is liable to accept
delivery: this Plant and Materials shall become the property of (and be at therisk of) the Employer when paid for by the Employer, and the Contractor shallplace the same at the Employer’s disposal;
other Costs or liabilities which in the circumstances were reasonably andnecessarily incurred by the Contractor in the expectation of completing theWorks;
the Cost of removal of Temporary Works and Contractor’s Equipment from theSite and the return of these items to the Contractor’s works in his country (orto any other destination at no greater cost); andthe Cost of repatriation of the Contractor’s staff and labour employed wholly inconnection with the Works at the date of termination.

19.7
Release from
Performance

Notwithstanding any other provision of this Clause, if any event or circumstanceoutside the control of the Parties (including, but not limited to, Force Majeure) arises
which makes it impossible or unlawful for either or both Parties to fulfil its or theircontractual obligations or which, under the law governing the Contract, entitles theParties to be released from further performance of the Contract, then upon notice byeither Party to the other Party of such event or circumstance:(a)(b)

the Parties shall be discharged from further performance, without prejudice tothe rights of either Party in respect of any previous breach of the Contract, andthe sum payable by the Employer to the Contractor shall be the same as would
have been payable under Sub-Clause 19.6 [ Optional Termination, Payment
and Release ] if the Contract had been terminated under Sub-Clause 19.6.

20

Claims, Disputes and Arbitration
20.1
Contractor’s Claims

If the Contractor considers himself to be entitled to any extension of the Time forCompletion and/or any additional payment, under any Clause of these Conditions orotherwise in connection with the Contract, the Contractor shall give notice to theEngineer, describing the event or circumstance giving rise to the claim. The notice
shall be given as soon as practicable, and not later than 28 days after the Contractor
became aware, or should have become aware, of the event or circumstance.
If the Contractor fails to give notice of a claim within such period of 28 days, the Time
for Completion shall not be extended, the Contractor shall not be entitled to additional
payment, and the Employer shall be discharged from all liability in connection with theclaim. Otherwise, the following provisions of this Sub-Clause shall apply.
© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

65

The Contractor shall also submit any other notices which are required by the Contract,and supporting particulars for the claim, all as relevant to such event or circumstance.
The Contractor shall keep such contemporary records as may be necessary to
substantiate any claim, either on the Site or at another location acceptable to theEngineer. Without admitting the Employer’s liability, the Engineer may, after receiving
any notice under this Sub-Clause, monitor the record-keeping and/or instruct theContractor to keep further contemporary records. The Contractor shall permit theEngineer to inspect all these records, and shall (if instructed) submit copies to theEngineer.
Within 42 days after the Contractor became aware (or should have become aware) of
the event or circumstance giving rise to the claim, or within such other period as may
be proposed by the Contractor and approved by the Engineer, the Contractor shallsend to the Engineer a fully detailed claim which includes full supporting particulars of
the basis of the claim and of the extension of time and/or additional payment claimed.
If the event or circumstance giving rise to the claim has a continuing effect:
(a)
(b)

(c)

this fully detailed claim shall be considered as interim;
the Contractor shall send further interim claims at monthly intervals, giving theaccumulated delay and/or amount claimed, and such further particulars as theEngineer may reasonably require; andthe Contractor shall send a final claim within 28 days after the end of the effects
resulting from the event or circumstance, or within such other period as may be
proposed by the Contractor and approved by the Engineer.

Within 42 days after receiving a claim or any further particulars supporting a previous
claim, or within such other period as may be proposed by the Engineer and approvedby the Contractor, the Engineer shall respond with approval, or with disapproval anddetailed comments. He may also request any necessary further particulars, but shallnevertheless give his response on the principles of the claim within the above definedtime period.
Within the above defined period of 42 days, the Engineer shall proceed in accordancewith Sub-Clause 3.5 [ Determinations ] to agree or determine (i) the extension (if any)of the Time for Completion (before or after its expiry) in accordance with Sub-Clause
8.4 [ Extension of Time for Completion ], and/or (ii) the additional payment (if any) towhich the Contractor is entitled under the Contract.
Each Payment Certificate shall include such additional payment for any claim as has
been reasonably substantiated as due under the relevant provision of the Contract.
Unless and until the particulars supplied are sufficient to substantiate the whole of theclaim, the Contractor shall only be entitled to payment for such part of the claim as hehas been able to substantiate.
If the Engineer does not respond within the timeframe defined in this Clause, either
Party may consider that the claim is rejected by the Engineer and any of the Parties
may refer to the Dispute Board in accordance with Sub-Clause 20.4 [ Obtaining
Dispute Board’s Decision ].
The requirements of this Sub-Clause are in addition to those of any other Sub-Clause
which may apply to a claim. If the Contractor fails to comply with this or another SubClause in relation to any claim, any extension of time and/or additional payment shalltake account of the extent (if any) to which the failure has prevented or prejudiced
proper investigation of the claim, unless the claim is excluded under the second
paragraph of this Sub-Clause.

66© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

20.2
Appointment of the
Dispute Board

Disputes shall be referred to a DB for decision in accordance with Sub-Clause 20.4
[ Obtaining Dispute Board’s Decision ]. The Parties shall appoint a DB by the datestated in the Contract Data.
The DB shall comprise, as stated in the Contract Data, either one or three suitably
qualified persons (“the members”), each of whom shall be fluent in the language forcommunication defined in the Contract and shall be a professional experienced in thetype of construction involved in the Works and with the interpretation of contractual
documents. If the number is not so stated and the Parties do not agree otherwise, theDB shall comprise three persons.
If the Parties have not jointly appointed the DB 21 days before the date stated in theContract Data and the DB is to comprise three persons, each Party shall nominate one
member for the approval of the other Party. The first two members shall recommend andthe Parties shall agree upon the third member, who shall act as chairman.
However, if a list of potential members has been agreed by the Parties and is includedin the Contract, the members shall be selected from those on the list, other thananyone who is unable or unwilling to accept appointment to the DB.
The agreement between the Parties and either the sole member or each of the threemembers shall incorporate by reference the General Conditions of Dispute Board
Agreement contained in the Appendix to these General Conditions, with such
amendments as are agreed between them.
The terms of the remuneration of either the sole member or each of the threemembers, including the remuneration of any expert whom the DB consults, shall bemutually agreed upon by the Parties when agreeing the terms of appointment. Each
Party shall be responsible for paying one-half of this remuneration.
If at any time the Parties so agree, they may jointly refer a matter to the DB for it to
give its opinion. Neither Party shall consult the DB on any matter without theagreement of the other Party.
If a member declines to act or is unable to act as a result of death, disability,
resignation or termination of appointment, a replacement shall be appointed in thesame manner as the replaced person was required to have been nominated or agreed
upon, as described in this Sub-Clause.
The appointment of any member may be terminated by mutual agreement of both
Parties, but not by the Employer or the Contractor acting alone. Unless otherwise
agreed by both Parties, the appointment of the DB (including each member) shall
expire when the discharge referred to in Sub-Clause 14.12 [ Discharge ] shall havebecome effective.

20.3
Failure to Agree on the
Composition of the
Dispute Board

If any of the following conditions apply, namely:
(a)

(b)

(c)

the Parties fail to agree upon the appointment of the sole member of the DB by
the date stated in the first paragraph of Sub-Clause 20.2 [ Appointment of the
Dispute Board ],either Party fails to nominate a member (for approval by the other Party), or fails
to approve a member nominated by the other Party, of a DB of three persons
by such date,the Parties fail to agree upon the appointment of the third member (to act aschairman) of the DB by such date, or© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

67

(d)

the Parties fail to agree upon the appointment of a replacement person within
42 days after the date on which the sole member or one of the three members
declines to act or is unable to act as a result of death, disability, resignation or
termination of appointment,

then the appointing entity or official named in the Contract Data shall, upon therequest of either or both of the Parties and after due consultation with both Parties,
appoint this member of the DB. This appointment shall be final and conclusive. Each
Party shall be responsible for paying one-half of the remuneration of the appointing
entity or official.
20.4
Obtaining Dispute
Board’s Decision

If a dispute (of any kind whatsoever) arises between the Parties in connection with, or
arising out of, the Contract or the execution of the Works, including any dispute as toany certificate, determination, instruction, opinion or valuation of the Engineer, either
Party may refer the dispute in writing to the DB for its decision, with copies to the otherParty and the Engineer. Such reference shall state that it is given under this Sub-Clause.
For a DB of three persons, the DB shall be deemed to have received such reference
on the date when it is received by the chairman of the DB.
Both Parties shall promptly make available to the DB all such additional information,
further access to the Site, and appropriate facilities, as the DB may require for the
purposes of making a decision on such dispute. The DB shall be deemed to be notacting as arbitrator(s).
Within 84 days after receiving such reference, or within such other period as may be
proposed by the DB and approved by both Parties, the DB shall give its decision,
which shall be reasoned and shall state that it is given under this Sub-Clause. The
decision shall be binding on both Parties, who shall promptly give effect to it unlessand until it shall be revised in an amicable settlement or an arbitral award as described
below. Unless the Contract has already been abandoned, repudiated or terminated,
the Contractor shall continue to proceed with the Works in accordance with theContract.
If either Party is dissatisfied with the DB’s decision, then either Party may, within 28
days after receiving the decision, give a Notice of Dissatisfaction to the other Party
indicating its dissatisfaction and intention to commence arbitration. If the DB fails togive its decision within the period of 84 days (or as otherwise approved) after receivingsuch reference, then either Party may, within 28 days after this period has expired, givea Notice of Dissatisfaction to the other Party.
In either event, this Notice of Dissatisfaction shall state that it is given under this SubClause, and shall set out the matter in dispute and the reason(s) for dissatisfaction.
Except as stated in Sub-Clause 20.7 [ Failure to Comply with Dispute Board’s
Decision ] and Sub-Clause 20.8 [ Expiry of Dispute Board’s Appointment ], neither
Party shall be entitled to commence arbitration of a dispute unless a Notice ofDissatisfaction has been given in accordance with this Sub-Clause.
If the DB has given its decision as to a matter in dispute to both Parties, and no Noticeof Dissatisfaction has been given by either Party within 28 days after it received theDB’s decision, then the decision shall become final and binding upon both Parties.

20.5
Amicable
Settlement

Where a Notice of Dissatisfaction has been given under Sub-Clause 20.4 above, both
Parties shall attempt to settle the dispute amicably before the commencement of68© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

arbitration. However, unless both Parties agree otherwise, the Party giving a Notice ofDissatisfaction in accordance with Sub-Clause 20.4 above should move to commence
arbitration after the fifty-sixth day from the day on which a Notice of Dissatisfaction wasgiven, even if no attempt at an amicable settlement has been made.
20.6
Arbitration

Any dispute between the Parties arising out of or in connection with the Contract not
settled amicably in accordance with Sub-Clause 20.5 above and in respect of which
the DB’s decision (if any) has not become final and binding shall be finally settled byarbitration. Arbitration shall be conducted as follows:(a)

if the Contract is with foreign contractors,(i)for contracts financed by all participating Banks except under subparagraph (a)(ii) below:
international arbitration (1) with proceedings administered by thearbitration institution designated in the Contract Data, and conductedunder the rules of arbitration of such institution; or, if so specified in theContract Data, (2) international arbitration in accordance with thearbitration rules of the United Nations Commission on International Trade
Law (UNCITRAL); or (3) if neither an arbitration institution nor UNCITRAL
arbitration rules are specified in the Contract Data, with proceedings
administered by the International Chamber of Commerce (ICC) andconducted under the ICC Rules of Arbitration; by one or more arbitrators
appointed in accordance with said arbitration rules.

(ii)

for contracts financed by the Asian Development Bank:
international arbitration (1) with proceedings administered by thearbitration institution specified in the Contract Data and conducted under
the rules of arbitration of such institution unless it is specified in theContract Data that the arbitration shall be conducted under the rules of
the United Nations Commission on International Trade Law (UNCITRAL)
and if UNCITRAL Rules are so specified then the named arbitration
institution shall be the appointing authority and shall administer thearbitration); or (2) if an arbitration institution is not specified in the Contract
Data, with proceedings administered by the Singapore International
Arbitration Centre (SIAC) and conducted under the SIAC Rules, by one ormore arbitrators appointed in accordance with the said arbitration rules.

(b)

if the Contract is with domestic contractors, arbitration with proceedings
conducted in accordance with the laws of the Employer’s country.

The place of arbitration shall be the neutral location specified in the Contract Data; andthe arbitration shall be conducted in the language for communications defined in SubClause 1.4 [Law and Language ].
The arbitrators shall have full power to open up, review and revise any certificate,determination, instruction, opinion or valuation of the Engineer, and any decision of theDB, relevant to the dispute. Nothing shall disqualify representatives of the Parties andthe Engineer from being called as a witness and giving evidence before the arbitratorson any matter whatsoever relevant to the dispute.
Neither Party shall be limited in the proceedings before the arbitrators to the evidenceor arguments previously put before the DB to obtain its decision, or to the reasons for© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

69dissatisfaction given in its Notice of Dissatisfaction. Any decision of the DB shall be
admissible in evidence in the arbitration.
Arbitration may be commenced prior to or after completion of the Works. The
obligations of the Parties, the Engineer and the DB shall not be altered by reason of
any arbitration being conducted during the progress of the Works.
20.7
Failure to Comply with
Dispute Board’s Decision

In the event that a Party fails to comply with a final and binding DB decision, then theother Party may, without prejudice to any other rights it may have, refer the failure itself
to arbitration under Sub-Clause 20.6 [ Arbitration ]. Sub-Clause 20.4 [ Obtaining
Dispute Board’s Decision ] and Sub-Clause 20.5 [ Amicable Settlement ] shall not
apply to this reference.

20.8
Expiry of Dispute
Board’s Appointment

If a dispute arises between the Parties in connection with, or arising out of, theContract or the execution of the Works and there is no DB in place, whether by reasonof the expiry of the DB’s appointment or otherwise:
(a)
(b)

70

Sub-Clause 20.4 [ Obtaining Dispute Board’s Decision ] and Sub-Clause 20.5
[ Amicable Settlement ] shall not apply, andthe dispute may be referred directly to arbitration under Sub-Clause 20.6
[ Arbitration ].

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

APPENDIX
General Conditions of Dispute Board Agreement
1
Definitions

Each “Dispute Board Agreement” is a tripartite agreement by and between:
(a)
(b)
(c)

the “Employer”;
the “Contractor”; andthe “Member” who is defined in the Dispute Board Agreement as being:
(i)
(ii)

the sole member of the “DB” and, where this is the case, all references
to the "Other Members” do not apply, or
one of the three persons who are jointly called the “DB” (or “Dispute
Board”) and, where this is the case, the other two persons are called the“Other Members”.

The Employer and the Contractor have entered (or intend to enter) into a contract,which is called the “Contract” and is defined in the Dispute Board Agreement, which
incorporates this Appendix. In the Dispute Board Agreement, words and expressions
which are not otherwise defined shall have the meanings assigned to them in theContract.
2
General Provisions

Unless otherwise stated in the Dispute Board Agreement, it shall take effect on thelatest of the following dates:
(a)
(b)
(c)

the Commencement Date defined in the Contract,when the Employer, the Contractor and the Member have each signed the
Dispute Board Agreement, or
when the Employer, the Contractor and each of the Other Members (if any)
have respectively each signed a dispute board agreement.

This employment of the Member is a personal appointment. At any time, the Member
may give not less than 70 days’ notice of resignation to the Employer and to theContractor, and the Dispute Agreement shall terminate upon the expiry of this period.
3
Warranties

The Member warrants and agrees that he/she is and shall be impartial andindependent of the Employer, the Contractor and the Engineer. The Member shallpromptly disclose, to each of them and to the Other Members (if any), any fact or
circumstance which might appear inconsistent with his/her warranty and agreementof impartiality and independence.
When appointing the Member, the Employer and the Contractor relied upon theMember’s representations that he/she is:(a)experienced in the work which the Contractor is to carry out under theContract,(b)
experienced in the interpretation of contract documentation, and(c)fluent in the language for communications defined in the Contract.

4
General Obligations of
the Member

The Member shall:© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

71

(a)

(b)

(c)

(d)

(e)
(f)

(g)

(h)
(i)

(j)

(k)

have no interest financial or otherwise in the Employer, the Contractor or
Engineer, nor any financial interest in the Contract except for payment under the
Dispute Board Agreement;
not previously have been employed as a consultant or otherwise by the
Employer, the Contractor or the Engineer, except in such circumstances as
were disclosed in writing to the Employer and the Contractor before they
signed the Dispute Board Agreement;
have disclosed in writing to the Employer, the Contractor and the Other
Members (if any), before entering into the Dispute Board Agreement and to
his/her best knowledge and recollection, any professional or personal
relationships with any director, officer or employee of the Employer, theContractor or the Engineer, and any previous involvement in the overall projectof which the Contract forms part;
not, for the duration of the Dispute Board Agreement, be employed as aconsultant or otherwise by the Employer, the Contractor or the Engineer, except
as may be agreed in writing by the Employer, the Contractor and the Other
Members (if any);
comply with the annexed procedural rules and with Sub-Clause 20.4 of theConditions of Contract;
not give advice to the Employer, the Contractor, the Employer’s Personnel or
the Contractor’s Personnel concerning the conduct of the Contract, other thanin accordance with the annexed procedural rules;
not while a Member enter into discussions or make any agreement with the
Employer, the Contractor or the Engineer regarding employment by any ofthem, whether as a consultant or otherwise, after ceasing to act under the
Dispute Board Agreement;
ensure his/her availability for all site visits and hearings as are necessary;
become conversant with the Contract and with the progress of the Works (andof any other parts of the project of which the Contract forms part) by studying
all documents received which shall be maintained in a current working file;treat the details of the Contract and all the DB’s activities and hearings asprivate and confidential, and not publish or disclose them without the priorwritten consent of the Employer, the Contractor and the Other Members (if any);
andbe available to give advice and opinions, on any matter relevant to the Contract
when requested by both the Employer and the Contractor, subject to theagreement of the Other Members (if any).

5
General Obligations of
the Employer and theContractor

The Employer, the Contractor, the Employer’s Personnel and the Contractor’s
Personnel shall not request advice from or consultation with the Member regarding theContract, otherwise than in the normal course of the DB’s activities under the Contract
and the Dispute Board Agreement. The Employer and the Contractor shall be
responsible for compliance with this provision, by the Employer’s Personnel and theContractor’s Personnel respectively.
The Employer and the Contractor undertake to each other and to the Member that
the Member shall not, except as otherwise agreed in writing by the Employer, theContractor, the Member and the Other Members (if any):
(a)
(b)
(c)

72

be appointed as an arbitrator in any arbitration under the Contract;be called as a witness to give evidence concerning any dispute before
arbitrator(s) appointed for any arbitration under the Contract; orbe liable for any claims for anything done or omitted in the discharge or
purported discharge of the Member’s functions, unless the act or omission isshown to have been in bad faith.

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

The Employer and the Contractor hereby jointly and severally indemnify and hold theMember harmless against and from claims from which he is relieved from liability under
the preceding paragraph.
Whenever the Employer or the Contractor refers a dispute to the DB under SubClause 20.4 of the Conditions of Contract, which will require the Member to make asite visit and attend a hearing, the Employer or the Contractor shall provide
appropriate security for a sum equivalent to the reasonable expenses to be incurredby the Member. No account shall be taken of any other payments due or paid to theMember.
6
Payment

The Member shall be paid as follows, in the currency named in the Dispute Board
Agreement:(a)a retainer fee per calendar month, which shall be considered as payment in full
for:
(i)
(ii)
(iii)

(iv)

being available on 28 days’ notice for all site visits and hearings;
becoming and remaining conversant with all project developments andmaintaining relevant files;
all office and overhead expenses including secretarial services,
photocopying and office supplies incurred in connection with his duties;
andall services performed hereunder except those referred to in subparagraphs (b) and (c) of this Clause.

The retainer fee shall be paid with effect from the last day of the calendar monthin which the Dispute Board Agreement becomes effective; until the last day ofthe calendar month in which the Taking-Over Certificate is issued for the wholeof the Works.
With effect from the first day of the calendar month following the month in which
the Taking-Over Certificate is issued for the whole of the Works, the retainer fee
shall be reduced by one third. This reduced fee shall be paid until the first dayof the calendar month in which the Member resigns or the Dispute Board
Agreement is otherwise terminated.
(b)a daily fee which shall be considered as payment in full for:
(i)

(ii)
(iii)
(c)

(d)

each day or part of a day up to a maximum of two days’ travel time ineach direction for the journey between the Member’s home and the site,or another location of a meeting with the Other Members (if any);each working day on Site visits, hearings or preparing decisions; andeach day spent reading submissions in preparation for a hearing.

all reasonable expenses including necessary travel expenses (air fare in less thanfirst class, hotel and subsistence and other direct travel expenses) incurred inconnection with the Member’s duties, as well as the cost of telephone calls, courier
charges, faxes and telexes: a receipt shall be required for each item in excess offive percent of the daily fee referred to in sub-paragraph (b) of this Clause;
any taxes properly levied in the Country on payments made to the Member(unless a national or permanent resident of the Country) under this Clause 6.

The retainer and daily fees shall be as specified in the Dispute Board Agreement.
Unless it specifies otherwise, these fees shall remain fixed for the first 24 calendar© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

73months, and shall thereafter be adjusted by agreement between the Employer, theContractor and the Member, at each anniversary of the date on which the Dispute
Board Agreement became effective.
If the parties fail to agree on the retainer fee or the daily fee, the appointing entity or
official named in the Contract Data shall determine the amount of the fees to be
used.
The Member shall submit invoices for payment of the monthly retainer and air fares
quarterly in advance. Invoices for other expenses and for daily fees shall be submitted
following the conclusion of a site visit or hearing. All invoices shall be accompanied bya brief description of activities performed during the relevant period and shall be
addressed to the Contractor.
The Contractor shall pay each of the Member’s invoices in full within 56 calendar days
after receiving each invoice and shall apply to the Employer (in the Statements under
the Contract) for reimbursement of one-half of the amounts of these invoices. The
Employer shall then pay the Contractor in accordance with the Contract.
If the Contractor fails to pay to the Member the amount to which he/she is entitledunder the Dispute Board Agreement, the Employer shall pay the amount due to theMember and any other amount which may be required to maintain the operation of
the DB; and without prejudice to the Employer’s rights or remedies. In addition to allother rights arising from this default, the Employer shall be entitled to reimbursementof all sums paid in excess of one-half of these payments, plus all costs of recovering
these sums and financing charges calculated at the rate specified in Sub-Clause 14.8of the Conditions of Contract.
If the Member does not receive payment of the amount due within 70 days after
submitting a valid invoice, the Member may (i) suspend his/her services (without
notice) until the payment is received, and/or (ii) resign his/her appointment by giving
notice under Clause 7.
7
Termination

At any time: (i) the Employer and the Contractor may jointly terminate the Dispute
Board Agreement by giving 42 days’ notice to the Member; or (ii) the Member may
resign as provided for in Clause 2.
If the Member fails to comply with the Dispute Board Agreement, the Employer andthe Contractor may, without prejudice to their other rights, terminate it by notice to theMember. The notice shall take effect when received by the Member.
If the Employer or the Contractor fails to comply with the Dispute Board Agreement,
the Member may, without prejudice to his other rights, terminate it by notice to the
Employer and the Contractor. The notice shall take effect when received by themboth.
Any such notice, resignation and termination shall be final and binding on the
Employer, the Contractor and the Member. However, a notice by the Employer or theContractor, but not by both, shall be of no effect.

8
Default of the Member

If the Member fails to comply with any of his obligations under Clause 4 (a) - (d) above,
he shall not be entitled to any fees or expenses hereunder and shall, without prejudice
to their other rights, reimburse each of the Employer and the Contractor for any feesand expenses received by the Member and the Other Members (if any), for

74© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

proceedings or decisions (if any) of the DB which are rendered void or ineffective by
the said failure to comply.
If the Member fails to comply with any of his obligations under Clause 4 (e) - (k) above,
he shall not be entitled to any fees or expenses hereunder from the date and to theextent of the non-compliance and shall, without prejudice to their other rights,
reimburse each of the Employer and the Contractor for any fees and expenses alreadyreceived by the Member, for proceedings or decisions (if any) of the DB which are
rendered void or ineffective by the said failure to comply.
9
Disputes

Any dispute or claim arising out of or in connection with this Dispute Board
Agreement, or the breach, termination or invalidity thereof, shall be finally settled byinstitutional arbitration. If no other arbitration institute is agreed, the arbitration shall be
conducted under the Rules of Arbitration of the International Chamber of Commerceby one arbitrator appointed in accordance with these Rules of Arbitration.

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

75

AnnexPROCEDURAL RULES

1

Unless otherwise agreed by the Employer and the Contractor, the DB shall visit the
Site at intervals of not more than 140 days, including times of critical construction
events, at the request of either the Employer or the Contractor. Unless otherwise
agreed by the Employer, the Contractor and the DB, the period between consecutive
visits shall not be less than 70 days, except as required to convene a hearing as
described below.

2

The timing of and agenda for each Site visit shall be as agreed jointly by the DB, theEmployer and the Contractor, or in the absence of agreement, shall be decided by the
DB. The purpose of Site visits is to enable the DB to become and remain acquainted
with the progress of the Works and of any actual or potential problems or claims, and,as far as reasonable, to endeavour to prevent potential problems or claims frombecoming disputes.

3

Site visits shall be attended by the Employer, the Contractor and the Engineer andshall be co-ordinated by the Employer in co-operation with the Contractor. The
Employer shall ensure the provision of appropriate conference facilities and secretarial
and copying services. At the conclusion of each Site visit and before leaving the site,
the DB shall prepare a report on its activities during the visit and shall send copies tothe Employer and the Contractor.

4

The Employer and the Contractor shall furnish to the DB one copy of all documents
which the DB may request, including Contract documents, progress reports, variation
instructions, certificates and other documents pertinent to the performance of theContract. All communications between the DB and the Employer or the Contractor
shall be copied to the other Party. If the DB comprises three persons, the Employer
and the Contractor shall send copies of these requested documents and thesecommunications to each of these persons.

5

If any dispute is referred to the DB in accordance with Sub-Clause 20.4 of theConditions of Contract, the DB shall proceed in accordance with Sub-Clause 20.4
and these Rules. Subject to the time allowed to give notice of a decision and otherrelevant factors, the DB shall:
(a)

(b)

76

act fairly and impartially as between the Employer and the Contractor, giving
each of them a reasonable opportunity of putting his case and responding tothe other’s case, andadopt procedures suitable to the dispute, avoiding unnecessary delay or
expense.

6

The DB may conduct a hearing on the dispute, in which event it will decide on the dateand place for the hearing and may request that written documentation and argumentsfrom the Employer and the Contractor be presented to it prior to or at the hearing.

7

Except as otherwise agreed in writing by the Employer and the Contractor, the DB
shall have power to adopt an inquisitorial procedure, to refuse admission to hearings
or audience at hearings to any persons other than representatives of the Employer, theContractor and the Engineer, and to proceed in the absence of any party who the DB
is satisfied received notice of the hearing; but shall have discretion to decide whether
and to what extent this power may be exercised.
© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

8

The Employer and the Contractor empower the DB, among other things, to:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)

9

establish the procedure to be applied in deciding a dispute,decide upon the DB’s own jurisdiction, and as to the scope of any disputereferred to it,
conduct any hearing as it thinks fit, not being bound by any rules or procedures
other than those contained in the Contract and these Rules,
take the initiative in ascertaining the facts and matters required for a decision,
make use of its own specialist knowledge, if any,
decide upon the payment of financing charges in accordance with theContract,
decide upon any provisional relief such as interim or conservatory measures,andopen up, review and revise any certificate, decision, determination, instruction,
opinion or valuation of the Engineer, relevant to the dispute.

The DB shall not express any opinions during any hearing concerning the merits ofany arguments advanced by the Parties. Thereafter, the DB shall make and give its
decision in accordance with Sub-Clause 20.4, or as otherwise agreed by the
Employer and the Contractor in writing. If the DB comprises three persons:
(a)
(b)

(c)

it shall convene in private after a hearing, in order to have discussions andprepare its decision;
it shall endeavour to reach a unanimous decision: if this proves impossible theapplicable decision shall be made by a majority of the Members, who may
require the minority Member to prepare a written report for submission to the
Employer and the Contractor; andif a Member fails to attend a meeting or hearing, or to fulfil any required function,
the other two Members may nevertheless proceed to make a decision, unless:
(i)
(ii)

either the Employer or the Contractor does not agree that they do so, or
the absent Member is the chairman and he/she instructs the otherMembers not to make a decision.

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

77

INDEX OF SUB-CLAUSES

78

Sub-Clause

Page

Accepted Contract Amount, Sufficiency of theAccess RouteAccess to the Site
Access, Right ofAccommodation/Facilities, Use of Employer's
Adjustments for Changes in Cost
Adjustments for Changes in Legislation
Adjustments, Variations andAdvance Payment
Alcoholic Liquor
Amicable Settlement
Ammunition
Applicable Currencies, Payment inApplication for Final Payment Certificate
Application for Interim Payment Certificates
Appointment of the Dispute Board
Approvals
Arbitration
Arms
Assignment of Benefit of Subcontract
Assignment
Audit by the Bank
Avoidance of Interference

4.11
4.15
2.1
11.7
17.7
13.8
13.7
13
14.2
6.16
20.5
6.17
13.4
14.11
14.3
20.2
2.2
20.6
6.17
4.5
1.7
1.15
4.14

18
19
9
39
60
44
44
41
46
27
68
27
43
51
47
66
9
69
26
16
6
9
19

Bank, Inspections and Audit byBenefit of Subcontract, Assignemnet of Benefit

1.15
4.5

9
16

Care and Supply of Documents
Certificate, Application for Final Payment
Certificate, Issue of Final Payment
Certificate, Performance
Certificates, Application for Interim Payment
Cessation of Employer’s Liability
Cessation of Work and Removal of Contractor’s Equipment
Changes in Cost, Adjustments for
Changes in Legislation, Adjustments forChild Labour
ClaimsClaims, Contractor’s
Claims, Disputes and Arbitration
Clearance of Site
Commencement
Commencement of Works
Communications
Completion of Outstanding Work and Remedying Defects
Completion, Statement at
Completion, Tests on
Completion, Tests, Failure to Pass Tests on
Completion, Time for

1.8
14.11
14.13
11.9
14.3
14.14
16.3
13.8
13.7
6.21
2.5
20.1
20
11.11
8
8.1
1.3
11.1
14.10
9
9.4
8.2

6
51
52
39
47
52
57
44
44
27
10
65
65
39
30
30
5
37
51
34
35
31

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

Completion, Time, Extension ofCompliance with Laws
Confidential Details
Consequences of Employer’s Risks
Consequences of Force Majeure
Consequences of Suspension
Contract
Contract Agreement
Contract Amount, Accepted
Contract Price and Payment
Contract PriceContractor to SearchContractor
Contractor, Termination by
Contractor’s Care of the Works
Contractor’s Claims
Contractor’s Documents
Contractor’s Entitlement to Suspend Work
Contractor’s Equipment
Contractor’s Equipment, Cessation of Work and Removal ofContractor’s Equipment, Insurance for Works andContractor’s General Obligations
Contractor’s Obligations
Contractor’s Operations on Site
Contractor’s Personnel and Equipment, Records ofContractor’s Personnel
Contractor’s Personnel, Insurance forContractor’s Representative
Contractor’s SuperintendenceContractor’s Use of Employer’s Documents
Co-operation
Corrupt or Fraudulent Practices
Cost of Remedying Defects
Cost, Adjustments for Changes in
Currencies of Payment

8.4
1.13
1.12
17.4
19.4
8.9
1.1.1
1.6
4.11
14
14.1
11.8
4
16.2
17.2
20.1
1.10
16.1
4.17
16.3
18.2
4.1
9.1
4.23
6.10
6.9
18.4
4.3
6.8
1.11
4.6
15.6
11.2
13.8
14.15

32
8
8
58
64
33
1
6
18
45
45
39
13
56
57
66
7
55
20
57
61
13
34
21
26
26
63
15
25
8
16
55
37
44
52

Damage to Property, Insurance against Injury to Persons andDamages, Delay
Date of Termination, Valuation at
Dates, Tests, Periods and Completion
Daywork
Defective Work, Removal
Defects Liability
Defects Notification Period, Extension
Defects, Remedy, Failure to
Defects, Remedying
Defects, Remedying, Cost of
Definition of Force Majeure
Definition, Nominated Subcontractor
Definitions
Delay Damages
Delay, Duty to Minimise
Delayed Drawings or Instructions
Delayed Payment
Delayed Tests
Delays

18.3
8.7
15.3
1.1.3
13.6
11.5
11
11.3
11.4
11.1
11.2
19.1
5.1
1.1
8.7
19.3
1.9
14.8
9.2
8

62
33
54
2
43
38
37
38
38
37
37
63
22
1
33
64
7
50
34
30

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

79

80

Delays Caused by Authorities
Delegation by the Engineer
Determinations
Discharge
Disorderly Conduct
Dispute Board, Appointment of the
Dispute Board, Failure to Agree on the Composition of
Dispute Board’s Appointment, Expiry of
Dispute Board’s Decision, Failure to Comply with
Dispute Board’s Decision, Obtaining
Disputes
Documents, Care and Supply of
Drugs
Duty to Minimise Delay

8.5
3.2
3.5
14.12
6.11
20.2
20.3
20.8
20.7
20.4
20
1.8
6.16
19.3

32
12
13
51
26
67
67
70
70
68
65
6
27
64

Electricity
Employer
Employer, Termination by
Employer’s Accommodation/Facilities, Use of
Employer’s Claims
Employer’s Documents
Employer’s Entitlement to Termination for Convenience
Employer’s Equipment
Employer’s Liability, Cessation of
Employer’s Liability, Cessation of
Employer’s Personnel
Employer’s Risks
Employer’s Risks, Consequences of
Employer’s Taking Over
Employer’s Use of Contractor’s Documents
Employment Records of Workers
Engagement of Staff and Labour
EngineerEngineer, Delegation
Engineer, Instructions
Engineer, Replacement
Engineer’s Duties and Authority
Engineering, Value
Entitlement to Termination for Convenience, Employer’s
Environment, Protection of
Equal Opportunity, Non-Discrimination andEquipment, Contractor’sEquipment, Employer’s
Equipment, Records of
Evaluation
Evaluation, Measurement andEvidence of Payments
Execution, Manner of
Expiry of Dispute Board’s Appointment
Extension of Defects Notification Period
Extension of Time for Completion

4.19
2
15.2
17.7
2.5
1.11
15.5
4.20
2.4
14.14
2.3
17.3
17.4
10
1.10
6.22
6.1
3
3.2
3.3
3.4
3.1
13.2
15.5
4.18
6.24
4.17
4.20
6.10
12.3
12
5.4
7.1
20.8
11.3
8.4

20
9
53
60
10
8
54
20
10
52
10
58
58
34
7
27
24
11
12
12
13
11
42
54
20
28
20
20
26
40
39
23
28
70
38
32

Facilities
Failure to Agree on the Composition of the Dispute Board
Failure to Comply with Dispute Board’s Decision
Failure to Pass Tests on Completion

4.13
20.3
20.7
9.4

19
67
70
35

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

Failure to Remedy Defects
Festivals
Final Payment Certificate, Application for
Final Payment Certificate, Issue of
Financial Arrangements
Foodstuffs, Supply ofForce Majeure
Force Majeure Affecting Subcontractor
Force Majeure, Consequences ofForce Majeure Definition ofForce Majeure, Notice ofForced Labour
Foreign Personnel
Fossils
Fraudulent Practices, Corrupt orFree-Issue Materials
Funeral Arrangements
Further Tests,

11.4
6.18
14.11
14.13
2.4
6.13
19
19.5
19.4
19.1
19.2
6.20
6.12
4.24
15.6
4.20
6.19
11.6

38
27
51
52
10
26
63
64
64
63
64
27
26
22
55
20
27
38

Gas
General Provisions
General Requirements for Insurances
Goods, Transport of

4.19
1
18.1
4.16

20
1
60
19

Health and Safety

6.7

25

Indemnities
Injury to Persons and Damage to Property, Insurance against
Insect and Pest Nuisance, Measures against
Inspection
Inspections and Audit by the Bank
Instructions of the Engineer
Instructions
Insurance
Insurance against Injury to Persons and Damage to Property
Insurance for Contractor’s Personnel
Insurance for Works and Contractor’s Equipment
Insurances, General Requirements forIntellectual and Industrial Property Rights
Interference with Tests on Completion
Interference, AvoidanceInterim Payment Certificates, Application forInterim Payment Certificates, Issue ofInterpretation
Issue of Final Payment Certificate
Issue of Interim Payment Certificates

17.1
18.3
6.15
7.3
1.15
3.3
1.9
18
18.3
18.4
18.2
18.1
17.5
10.3
4.14
14.3
14.6
1.2
14.13
14.6

57
62
27
28
9
12
7
60
62
64
61
60
59
36
19
47
49
5
52
49

Joint and Several Liability

1.14

8

LabourLabour Laws
Labour, Conditions ofLabour, Engagement
Labour, Facilities forLabour, Forced
Labour, Child

6
6.4
6.2
6.1
6.6
6.20
6.21

24
24
24
24
24
27
27

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

81

82

Law and Language
Laws
Laws, Labour
Legislation, Adjustments for Changes in
Liability
Liability, Cessation of Employer’s
Liability, Defects
Liability, Limitation ofLicences
Limitation of Liability

1.4
1.13
6.4
13.7
1.14
14.14
11
17.6
2.2
17.6

6
8
24
44
8
52
37
59
9
59

Materials
Materials, Free Issue
Materials intended for the Works, Plant andMaterials, Ownership of
Measurement and Evaluation
Measurement, Method of
Method of Measurement
Money and Payments
Money, Payment of Retention

7
4.20
14.5
7.7
12
12.2
12.2
1.1.4
14.9

28
20
48
30
40
40
39
3
50

Nominated Subcontractor, Definition ofNominated Subcontractors
Nominated Subcontractors, Payments to
Nomination, Objection to
Non-Discrimination and Equal Opportunity
Notice of Force Majeure
Notice to Correct

5.1
5
5.3
5.2
6.24
19.2
15.1

22
22
23
23
28
64
53

Objection to Nomination
Obligations, General, Contractor’sObligations, Contractors
Obligations, Unfilled
Obtaining Dispute Board’s Decision
Omissions
Optional Termination, Payment and Release
Other Definitions
Ownership of Plant and Materials

5.2
4.1
9.1
11.10
20.4
12.4
19.6
1.1.6
7.7

23
13
34
39
68
41
64
4
30

Parties and Persons
Parts of the Works, Taking Over of
Payment
Payment, Advance
Payment, Currencies ofPayment Certificate, Application for Final
Payment Certificate, Issue of Final
Payment Certificates, Application for Interim
Payment, Delayed
Payments, Evidence ofPayment for Plant and Materials in Event of Suspension
Payment in Applicable Currencies
Payment and Release, Optional Termination
Payment of Retention Money
Payment after Termination
Payment on Termination
Payments to Nominated Subcontractors

1.1.2
10.2
14
14.2
14.15
14.11
14.13
14.3
14.8
5.4
8.10
13.4
19.6
14.9
15.4
16.4
5.3

2
36
45
46
52
51
52
47
50
23
34
43
64
50
54
57
24

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

Payments, Schedule ofPerformance Certificate
Performance Security
Performance, Release from
Permits, Licences or Approvals
Personnel, Foreign
Personnel, Records of
Persons
Physical Conditions, Unforseeable
Plant, Materials and Workmanship
Plant and Materials intended for the Works
Plant and Materials, Payment in Event of Suspension
Plant, Ownership ofPrice, Contract
Priority of Documents
Procedure, Variation
Programme
Progress Reports
Property Rights, Intellectual and Industrial
Property, Insurance against Injury to Persons and Damage to
Protection of the Environment
Provisional Sums
Provisions, General

14.4
11.9
4.2
19.7
2.2
6.12
6.10
1.1.2
4.12
7
14.5
8.10
7.7
14.1
1.5
13.3
8.3
4.21
17.5
18.3
4.18
13.5
1

47
39
14
65
9
26
26
2
18
28
48
34
30
45
6
42
31
21
59
62
20
43
1

Quality Assurance

4.9

17

Rate of Progress
Records of Contractor’s Personnel and Equipment
Records, Employment, of Workers
Reinstatement, Surfaces Requiring
Rejection
Release from Performance
Religious Customs
Remedial Work
Remedy Defects, Failure to
Remedying Defects, Cost of
Removal of Contractor’s Equipment, Cessation of Work andRemoval of Defective Work
Replacement of the Engineer
Reports, Progress
Representative, Contractor’s
Responsibility
Resumption of Work
Retention Money, Payment ofRetesting
Right of Access to the Site
Right of Access
Right to Vary
Rights of Way
Risk and Responsibility
Risks, Employer’s
Royalties

8.6
6.10
6.22
10.4
7.5
19.7
6.18
7.6
11.4
11.2
16.3
11.5
3.4
4.21
4.3
17
8.12
14.9
9.3
2.1
11.7
13.1
4.13
17
17.3
7.8

32
26
27
37
29
65
27
29
38
37
57
38
13
21
15
57
34
50
35
9
39
41
19
57
58
30

SafetySafety Procedures
Samples

6.7
4.8
7.2

24
17
28

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

83

84

Schedule of Payments
Search, Contractor to
Sections, Taking Over ofSecurity of the Site
Security, Performance
Service of Employer, Persons in
Setting Out
Site
Site Data
Site, Clearance ofSite, Contractor’s Operations on
Site, Security of
Staff
Staff, Engagement
Staff, Facilities forStatement at Completion
Subcontract
Subcontractor, Force Majeure Affecting
Subcontractors
Subcontractors, NominatedSufficiency of the Accepted Contract AmountSuperintendence, Contractor’sSupply of Foodstuffs
Supply of Water
Surfaces Requiring Reinstatement
Suspend Work, Contractor’s Entitlement to
Suspension
Suspension and Termination by Contractor
Suspension of Work
Suspension, Consequences ofSuspension, Payment, Plant and Materials in Event ofSuspension, Prolonged

14.4
11.8
10.1
4.22
4.2
6.3
4.7
2.1
4.10
11.11
4.23
4.22
6
6.1
6.6
14.10
4.5
19.5
4.4
5
4.11
6.8
6.13
6.14
10.4
16.1
8
16
8.8
8.9
8.10
8.11

47
39
35
21
14
24
16
9
17
39
22
21
24
24
24
51
16
64
15
22
18
25
26
26
37
56
30
55
33
33
34
34

Taking Over of Parts of the Works
Taking Over of the Works and Sections
Taking Over, Employer’s
Termination by Contractor
Termination by Contractor
Termination by Employer
Termination by Employer
Termination for Convenience, Employer’s Entitlement toTermination, Payment afterTermination, Payment and Release, Optional
Termination, Payment on
Termination, Valuation at Date ofTesting
Tests on Completion
Tests on Completion, Failure to Pass
Tests on Completion, Interference with
Tests, Delayed
Tests, Further
Time for Completion
Time for Completion, Extension
Transport of Goods

10.2
10.1
10
16
16.2
15
15.2
15.5
15.4
19.6
16.4
15.3
7.4
9
9.4
10.3
9.2
11.6
8.2
8.4
4.16

36
35
35
55
56
53
53
54
54
64
57
54
29
34
35
36
34
38
31
32
19

Unforeseeable Physical Conditions

4.12

18

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

Unfulfilled Obligations
Use of Employer’s Accommodation/Facilities

11.10
17.7

39
60

Valuation at Date of Termination
Value Engineering
Variation Procedure
Variations and Adjustments
Vary, Right to

15.3
13.2
13.3
13
13.1

54
42
42
41
41

Wages, Rates of
Water
Water, Supply of
Work, Contractor’s Entitlement to Suspend
Work, Outstanding, Completion ofWork, Resumption ofWork, Suspension ofWorkers, Employment Records ofWorkers’ Organisations
Working Hours
WorkmanshipWorks and Goods
Works and Sections, Taking Over ofWorks to be Measured
Works, Commencement ofWorks, Contractor’s Care ofWorks, Part of, Taking Over
Works, Plant and Materials intended for theWorks, Taking Over

6.2
4.19
6.14
16.1
11.1
8.12
8.8
6.22
6.23
6.5
7
1.1.5
10.1
12.1
8.1
17.2
10.2
14.5
10.1

24
20
26
56
37
34
33
27
27
24
28
4
35
39
30
57
36
48
35

© FIDIC 2010. Conditions of Contract for Construction MDB Harmonised Ed. June 2010 - General Conditions.
For participating development bank financed contract use only. No reproduction of this document is permitted.

85