COMMISSION OF THE EUROPEAN COMMUNITIES 
C0M(91) 151 final 
Brussels, 31 July 1991 
m 
iES Proposal for a 
COUNCIL DECISION 
adopting the General Regulations, General Conditions and 
Procedural Rules on Conciliation and Arbitration for 
Works, Supply and Service Contracts financed by the 
European Development Fund (EDF) concerning their 
application in the association of the overseas 
countries and territories with the 
European Economic Community 
StA (presented by the Commission) 
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ŒMUNICATION FRCM THE COMMISSION TO THE COUNCIL 
Draft Commission proposal concerning draft for a Council Decision 
adopting the General Regulations, General Conditions and Procedural 
Rules on Conciliation and Arbitration for Works, Supply and Service 
contracts financed from the resources of the EDF concerning their 
application in the association of the Overseas Countries and 
Territories with the European Economic Community. 
Articles 211 to 213 of the proposal for a Council Decision on the 
association of the Overseas Countries and Territories (OCT) with the 
European Economic Corrmunity ( OCM (90) 387 ) which relate to the 
application of rules on competition and preferences, provide that the 
Commission shall submit a proposal for General Regulations, General 
Conditions and Arbitration Regulation concerning Works, Supply and Service 
contracts financed from the EDF in the OCT. 
The objective of the General Regulations, General Conditions and 
Arbitration Regulation is to maintain a certain uniformity in the field of 
award and execution of contracts financed by the EDF. 
Following Articles 305 to 307 of Lome IV, the ACP-EEC Council of Ministers 
in 1990 has adopted rules and regulations for EDF financed contracts in the 
ACP States. Indeed, the present proposal is based on the same General 
Regulations, General Conditions and Arbitration Regulation as will apply 
for the ACP States. However, some modifications have had to take place in 
view of the special nature of the OCT compared to the ACP States. These 
modifications are detailed in the enclosed "Explanatory Note". 
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Proposal for a 
COUNCIL DECISION 
adopting the General Regulations, General Conditions and 
Procedural Rules on Conciliation and Arbitration for 
Works, Supply and Service Contracts financed by the 
European Development Fund (EDF) concerning their 
application in the association of the overseas 
countries and territories with the 
European Economic Community 
THE COUNCIL OF THE EUROPEAN COMMUNITIES, 
Having regard to the Treaty establishing the European Economic Community, 
and in particular Article 136 thereof» 
Having regard to the Council Decision of 1991 on the association of the 
Overseas Countries and Territories with the European Economic Community, and 
in particular Articles 211, 212 and 213 thereof, 
Having regard to the proposal of the Commission, 
Whereas it is necessary to adopt the General Regulations and General 
Conditions governing works, supply and service contracts financed from the 
resources of the European Development Fund (EDF), administered by the 
Commission; 
Whereas it is necessary to adopt Procedural Rules on Conciliation and 
Arbitration of Contracts financed from the resources of the EDF; 
Whereas the Council, by adopting this Decision has paid particular regard to 
the similar documents adopted for the use of funds from the EDF in the ACP 
States, 
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HAS DECIDED AS FOLLOWS 
Article 1 
The General Regulations for Works, Supply and Service Contracts financed by 
the European Development Fund (EDF) in the Overseas Countries and 
Territories, appearing in Annex I, shall apply to the preparation and award 
of contracts financed from the resources of the EDF. 
The performance of contracts financed from the resources of the EDF shall, 
except as otherwise provided in Article 212 (b) of the Council Decision [of 
1991], be governed by: 
the General Conditions for Works Contracts financed by the EDF, 
appearing in Annex II; 
the General Conditions for Supply Contracts financed by the EDF, 
appearing in Annex III; 
the General Conditions for Service Contracts financed by the EDF, 
appearing in Annex IV. 
Disputes relating to a contract financed from the resources of the EDF 
which, pursuant to the General Conditions and the Special Conditions 
applicable to the contract, are to be settled by conciliation or 
arbitration, shall be settled In accordance with the Procedural Rules on 
Conciliation and Arbitration of Contracts financed by the EDF, appearing in 
Annex V. 
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Article 2 
This Decision shall apply to all public contracts financed by the EDF in the 
Overseas Countries and Territories, and concluded as from 1 June 1991. 
Article 3 
This Decision shall be published in the Official Journal of the European 
Commun i t i es. 
Done at Brussels, For the Council 
The President 
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DRAFT 
GENERAL REGULATIONS 
GENERAL CONDITIONS 
AND 
ARBITRATION REGULATION 
APPLICABLE IN 
THE OCT 
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EXPLANATORY MEMORANDUM 
Subject: General Regulations, General Conditions and Arbitration 
Regulation applicable in the OCT 
1. The General Regulations, the General Conditions and the Arbitration 
Regulation - in the following collectively referred to as the GCC -
consist of five documents: 
the General Regulations for W)rks, Supply and Service 
Contracts financed by the EDF, 
the General Conditions for Works Contracts, 
the General Conditions for Supply Contracts, 
the General Conditions for Service Contracts, and 
the Procedural Rules on Conciliation and Arbitration of 
Contracts. 
2. The documents are based on the GOC already agreed with the ACP States. 
However, modifications have had to be made taking into account the 
draft Council Decision (OCM (90) 387) as well as some of the specific 
features applicable to the ACP States which do not concern the OCT. 
3. Compared with the GCC applicable to the ACP States, the draft for the 
GCC applicable to the OCT has the following amendments and 
modifications: 
General Regulations 
Wiere apropriate the term "ACP States" has been replaced either by 
"OCT" or by "country or territory". 
Article 1 : Reference to the 7th EDF has been deleted. 
Article 3.1 : Definitions of "OCT" and "Council Decision" have been 
added. 
Definition of "Companies or Firms" has been amended in 
accordance with the Draft Decision. 
Article 4.1 : The origin of the supplies has been modified in 
accordance with the Draft Decision. 
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Article 5 (a) : Modified to ensure publication in EBC and OCT 
concerned as well as other appropriate information 
media in the region. 
Article 7.5 and 7.9 : "ACP State" replaced by "Contracting 
Authority". 
Article 7.11 : "National Authorizing Officer" replaced by "Local 
Authorizing Officer". 
Article 22.1 : "temporary associations" replaced by "joint ventures". 
Article 22.2 : Modified in accordance with the Draft Decision. 
Article 24.4 and 24.5 : Contents has been rearranged, however, pre­
serving the contractor's right to be paid in Foreign 
Currency at a fixed exchange rate. 
Article 26.1 : The minimum for tender guarantees has been deleted. 
Article 33.3 : "and with the Convention" has been deleted. 
Article 36.2 : The last two indents have been deleted since they are 
already part of the main body of the article. 
Article 41.2 : Has been deleted in view of the change in Article 1. 
General Conditions for Aftforks Contracts 
Article 1.1 : Definitions of "OCT" and "Council Decision" have been 
added. 
Definitions of "ACP States" and "Convention" have been 
deleted. 
"ACP State" has been replaced by "OCT". 
Article 68.5 : "Convention" has been replaced by "Council Decision". 
(b)(i) has been deleted giving full effect to the new 
EDF Arbitration Regulation for all transnational 
contracts. 
General Conditions for Supply Contracts 
The same modifications as for Works. 
General Conditions for Service Contracts 
The same modifications as for Works. 
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Procedural Rules on Conciliation and Arbitration of Contracts 
"Where appropriate the term "ACP States" has been replaced by "OCT". 
Article 2 : Definitions of "ACP State", "Convention" and "Council 
of Ministers" deleted. 
Definitions of "OCT" and "Council Decision" added. 
Article 5.3 : Nationality status modified. 
Article 6 : Nationality status modified. 
Article 34.1 : Nationality status modified. 
Article 34.2 : Reference to "the Secretary General of the ACP General 
Secretariat" deleted. 
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ANNEX I 
GENERAL REGULATIONS 
FORWDRKS, SUPPLY, AND SERVICE 
CONTRACTS FINANCED BY THE 
EUROPEAN DEVELOPMENT FUND 
IN THE OCT 
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TABLE OF ODNIENTS 
INTRODUCTION 
Page 
Article 1 -Conditions 13 
Article 2 - National Law 14 
DEFINITIONS AND PRINCIPLES 
Article 3 -Definitions 14 
Article 4 - Eligibility 17 
Article 5 - Equality of Participation 19 
Article 6 - Derogation 20 
Article 7 -Competition 20 
Article 8 - Design Competition 23 
Article 9 - Preference 24 
Article 10 - Types of Contract 25 
Article 11 - Technical Specifications and Standards 26 
Article 12 - Notices and "Written Communications 26 
INVITATION TO TENDER 
Article 13 - Notice of Invitation to Tender 26 
Article 14 - Pre-selection of Tenderers 28 
Article 15 - Direct Agreement Contracts 29 
TENDER DOSSIER 
Article 16 - Contents of Tender Dossier 29 
Article 17 - Clarification of Tender Information 31 
Article 18 - Amendments to Tender Dossier 31 
INSTRUCTIONS TO TOCERERS 
Article 19 - Language 32 
Article 20 - Contents of the Tender 32 
Article 21 - Lots 33 
Article 22 - Co-operation with Third Parties 34 
Article 23 - Independence of Tenderers 35 
Article 24 - Pricing of Tenders 35 
Article 25 - Period of Validity 36 
Article 26 - Tender Guarantee 37 
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Page 
Article 27 - Variant Solutions 38 
Article 28 - Pre-tender Visit 39 
Article 29 - Signing of Tenders 39 
SUBMISSION OF TENDERS 
Article 30 - Time Limit 40 
Article 31 - Sealing and Marking of Envelopes 41 
Article 32 -Withdrawals and Amendments 41 
EXAMINATION OF TENDERS 
Article 33 - Opening of Tenders 42 
Article 34 - Evaluation of Tenders 43 
Article 35 - Annulment of the Tender Procedure 45 
JSfMSDOP CONTRACT 
Article 36 - Selection 46 
Article 37 - Notification of Award 47 
Article 38 - Preparation of Contract Document 48 
Article 39 - Signing of the Contract 48 
Article 40 - Performance Guarantee 49 
GENERAL AND FINAL PROVISIONS 
Article 41 - General and Final Provisions 49 
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INIHODUCTICN 
ARTICLE 1 
Conditions 
1.1 The award of W)rks, Supply and Service contracts financed from the 
resources of the European Development Fund (EDF) shall be governed by 
these General Regulations. 
1.2 The performance of W>rks, Supply and Service Contracts financed from 
the resources of the European Development Fund (EDF) shall be gov­
erned by:-
a) the General Conditions applicable to each category of contract fi­
nanced by the EDF, or 
b) in the case of co-financed projects and programmes, or where dero­
gation to third parties has been granted, or in accelerated proce­
dures or in other appropriate cases, such other General Conditions 
as may be agreed by the country or territory concerned and the Eu­
ropean Economic Comrunity (EEC), i.e:-
i) the General Conditions prescribed by the national legisla­
tion of the country or territory concerned or its estab­
lished practices regarding international contracts, or 
ii) any other international General Conditions for contracts, 
and 
c) the Special Conditions. 
1.3 These General Regulations comprise the principles and conditions for 
participation in contracts, instructions to tenderers, and the prin­
ciples and conditions for the award of contracts. 
1.4 The General Conditions governing a particular category of contract 
comprise contractual clauses of an administrative, financial, legal 
and technical nature relating to the performance of contracts. 
1.5 The Special Conditions applicable to each contract comprise:-
a) amendments to the General Conditions; 
b) special contractual clauses; 
c) technical specifications; and 
d) any other matter related to the contract. 
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ARTICLE 2 
National Law 
In all matters which are not covered by these General Regulations, 
the national law of the State of the Contracting Authority shall ap­
ply. 
DEFINITIONS AND PRINCIPLES 
ARTICLE 3 
Definitions 
3.1 The definitions which shall apply to these General Regulations are 
the following: 
EEC: the European Economic Conminity. 
ECF: the European Development Fund. 
Council Decision: the Council Decision ../.../EEC of on the 
association of the Overseas Countries and Territories with 
the EBC. 
OCT: the countries and terrritories associated with the EBC by the 
Council Decision. 
ACP States: the African, Caribbean and Pacific States which are sig­
natories to the Convention. 
Comnission: the Conmission of the European Comnunities. 
Delegate: the representative of the Conmission in the OCT. 
Member States: the Member States of the European Economic Community. 
Convention: the relevant Convention between the ACP States and the 
EBC. 
Contracting Authority: the State or the legal person governed by pub­
lic or private law which concludes the contract or on behalf 
of which the contract is concluded. 
The State of the Contracting Authority: the OCT on whose territory 
theW>rks, Supply or Service contract is to be executed 
Tenderer: any natural or legal person or group of such persons sub­
mitting a tender, with a view to concluding a contract. 
15 -
Successful Tenderer: the Tenderer selected after an invitation to 
tender procedure or, in the case of direct agreement con­
tracts, the Tenderer who signs the contract. 
Supervisor: the government department, legal person governed by pub­
lic law, or the natural or legal person designated by the 
Contracting Authority in accordance with the law of the State 
of the Contracting Authority, who is responsible for direct­
ing and/or monitoring the performance of the contract, and to 
Whom the Contracting Authority may delegate rights and/or 
powers under the contract. 
Supervisor's Representative: any natural or legal person, designated 
by the Supervisor as such under the contract and empowered to 
represent the Supervisor in the performance of his functions, 
and in exercising such rights and/or powers as have been del­
egated to him. Accordingly, Where functions, rights and/or 
powers of the Supervisor are delegated to the Supervisor's 
Representative, references to the Supervisor include the 
Supervisor's Representative. 
W)rks: the temporary and permanent works to be carried out under the 
contract. 
Supplies: all items Which the Supplier is required to provide to the 
Contracting Authority, including, where necessary, services 
such as installation, testing, conmissioning, provision of 
expertise, supervision, maintenance, repair, training and 
other such obligations connected with the items to be pro­
vided under the contract. 
Services: tasks to be performed by the Consultant under a service 
contract such as studies, designs, provision of technical as­
sistance and training. 
Plant: machinery, apparatus, components and all items to be provided 
or incorporated under the contract. 
Equipment: appliances and other machinery, and where applicable under 
the law and/or practice of the State of the Contracting 
Authority, the temporary structures on the work site, re­
quired for carrying out the contract but excluding plant or 
other items required to form part of permanent Works. 
Bill of Quantities: the document containing an itemised breakdown of 
the tasks to be carried out in a unit price contract, indi­
cating a quantity for each item and the corresponding unit 
price. 
Price Schedule: the completed schedule of prices, including the 
breakdown of the overall price, submitted by the Tenderer 
with his tender, modified as necessary, and forming a part of 
the unit price contract. 
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Breakdown of the Overall Price: the itemised list of rates and prices 
showing the build-up of the price in a lump sum contract, 
but which does not form part of the contract. 
Tender Price: the sum stated by the Tenderer in his tender for carry­
ing out the contract. 
Contract Price: the sum stated in the contract representing the init­
ial estimate payable for carrying out theTAbrks, Supplies or 
Services, or such other sum as ascertained at the end of the 
contract as due under the contract. 
Drawings: drawings provided by the Contracting Authority and/or by 
the Tenderer in connection with the tender. 
Day: calendar day. 
Time Limits: those periods in the contract which shall begin to run 
from the day following the act or event which serves as the 
starting point for those periods. Should the last day of 
the period fall upon a non-working day, the period shall ex­
pire at the end of the first working day following the last 
day of the period. 
Writing: any handwritten, typewritten or printed comnunication, in­
cluding telex, cable and facsimile transmission. 
Comnunications: certificates, notices, orders and instructions is­
sued under the contract. 
National Currency: the currency of the State of the Contracting 
Authority. 
BOU: European Currency Unit. 
Foreign Currency: any permissible currency within the meaning of 
these General Regulations which is not the National Curren­
cy, and which has been indicated in the tender. 
Terms of Reference: the statement issued by the Contracting Authority 
giving the definition of his requirements and/or objectives 
of the Services, including, where applicable, the methods 
and means to be used and/or results to be achieved. 
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Companies or Firms: companies or firms constituted under civil or 
conmercial law, including public or other companies, co­
operative societies and any other legal persons or associa­
tions governed by public or private law, save for those 
which are non-profit making, formed in accordance with the 
law of a Member States or an OCT and whose registered of­
fice, central administration or principal place of business 
is in a Member State or that OCT; however a company or firm 
having only its registered office in a Member State or an 
OCT must be engaged in an activity which has an actual and 
continuous link with the economy of that Member State or OCT 
concerned. 
3.2 The headings and titles in these General Regulations shall not be 
taken as part thereof or be taken into consideration in the interpre­
tation of these Regulations. 
3.3 Wkere the context so permits words importing the singular shall be 
deemed to include the plural and vice versa and words importing the 
masculine shall be deemed to include the feminine and vice versa. 
3.4 Words importing persons or parties shall include firms and companies 
and any organization having legal capacity. 
ARTICLE 4 
Eligibility 
4.1 Save where a derogation is granted in accordance with the Council De­
cision and/or Article 6:-
a) participation in the invitations to tender and in award of con­
tracts financed by the EDF shall be open on equal terms to:-
i) natural persons, companies or firms or public or semi-public 
agencies of the OCT, the ACP States and the EBC; 
ii) cooperative societies and other legal persons governed by 
public or private law, save for those which are non-profit-
making, of the EBC, the OCT and/or the ACP States; 
iii) joint ventures or groupings of OCT, ACP and/or EBC companies 
or firms. 
b) Supplies must originate in the EBC, the OCT and/or the ACP States. 
4.2 Natural persons, companies or firms shall not be eligible for the 
award of contracts where:-
a) they are bankrupt; 
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b) payments to them have been suspended in accordance with the judg­
ment of a court other than a judgment declaring bankruptcy and re­
sulting, in accordance with their national laws, in the total or 
partial loss of the right to administer and dispose of their prop­
erty; 
c) legal proceedings have been instituted against them involving an 
order suspending payments and which may result, in accordance with 
their national laws, in a declaration of bankruptcy or in any 
other situation entailing the total or partial loss of the right 
to administer and dispose of their property; 
d) they have been convicted, by a final judgment, of any crime or of­
fence concerning their professional conduct; 
e) they are guilty of serious misrepresentation with regard to infor­
mation required for participation in an invitation to tender; 
f) they are in breach of contract on another contract with the 
Contracting Authority. 
4.3 To be eligible for participation in invitations to tender and the 
award of contracts, Tenderers shall provide evidence satisfactory to 
the Contracting Authority of their eligibility under Article 4, proof 
of compliance with the necessary legal, technical and financial re­
quirements and of their capability and adequacy of resources to carry 
out the contract effectively. To this end all tenders submitted shall 
include the following information:-
a) a document, dated less than 90 days previously, drawn up in accor­
dance with the Tenderer's national law or practice certifying 
that:-
he meets the conditions laid down in Article 4.1; 
none of the situations referred to in Article 4.2 applies to 
him; 
b) copies of original documents defining the constitution and/or le­
gal status, and establishing the place of registration and/or 
statutory seat and, if it is different, the place of central ad­
ministration of the company, firm or partnership or, if a joint 
venture, of each party thereto constituting the Tenderer; 
c) details of the experience and past performance of the Tenderer (or 
of each party to a joint venture) on contracts of a similar nature 
within the past five years, and details of other contracts in hand 
including details of the actual and effective participation in 
each such contract; 
d) where applicable, the major items of Equipment proposed for use in 
carrying out the contract; 
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e) the qualifications and experience of key personnel proposed for 
administration and execution of the contract, both at and away 
from the place of execution of the contract; 
f) proposals relating to the nature, conditions and modalities of 
sub-contracting wherever the sub-contracting of any elements of 
the contract amounting to more than 10% of the Tender Price is en­
visaged; 
g) reports on the accounting and financial standing of the Tenderer 
(or of each party to a joint venture) such as profit and loss 
statements, balance sheets and auditor's reports for the past five 
years, an estimated financial projection for the next two years, 
and an authority from the Tenderer (or authorised representative 
of a joint venture) to seek references from the Tenderer's bank­
ers; and 
h) information regarding any current legal or arbitration proceedings 
or dispute in Which the Tenderer is involved. The information re­
ferred to shall be confined to matters of direct interest to the 
award or performance of the contract. 
ARTICLE 5 
Equality of Participation 
The OCT and the Conmission shall take the necessary measures to en­
sure the widest possible participation on equal terms in invitations 
to tender for Works, Supply and Service contracts, including, as ap­
propriate, measures to:-
a) ensure publication of invitations to tender in the Official Jour­
nal of the EBC, the Official Journal of the OCT concerned and any 
other appropriate information media, in particular in the OCT and 
ACP States in the region; 
b) eliminate discriminatory practices or technical specifications 
which might stand in the way of widespread participation on equal 
terms ; 
c) encourage co-operation between companies and firms of the Member 
States, the OCT and the ACP States, for example, by means of pre-
qualification of joint ventures and consortia between companies 
and firms of the Member States, the OCT and the ACP States; 
d) ensure that all the selection criteria are specified in the tender 
dossier; and 
e) ensure that the tender selected conforms to the requirements of 
the tender dossier and meets the selection criteria stated 
therein. 
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ARTICLE 6 
Derogation 
6.1 In order to ensure the optimum cost-effectiveness of the system, nat­
ural or legal persons from non-ACP developing countries may be 
authorised to participate in contracts financed by the EBC at the re­
quest of the OCT concerned. 
6.2 The OCT concerned shall, on each occasion, provide the Delegate with 
the information needed for the EBC to decide on such derogations, 
particular attention being given to:-
a) the geographical location of the OCT concerned; 
b) the competitiveness of contractors, suppliers and consultants from 
the EBC, the OCT and the ACP States; 
c) the need to avoid excessive increases in the cost of performance 
of contracts; 
d) transport difficulties or delays due to delivery times or other 
similar problems; 
e) technology that is the most appropriate and best suited to local 
conditions. 
6.3 Participation by third countries, Which are not parties to the Con­
vention, in contracts financed by the EBC may also be authorised:-
a) where the EBC participates in the financing of regional or inter­
regional schemes involving such countries; 
b) in the case of co-financed projects and programmes; 
c) in case of emergency assistance. 
6.4 In exceptional cases and in agreement with the Conmission, 
consultancy firms or experts which are nationals of third countries 
referred to in Article 6.3 may participate in Service contracts. 
ARTICLE 7 
Competition 
7.1 Save as otherwise provided in Article 7, Wbrks and Supply contracts 
financed from the EDF shall be concluded following an open invitation 
to tender and Service contracts shall be concluded following a re­
stricted invitation to tender. 
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7.2 The OCT may, in accordance with the provisions in Article 7.3, 7.4 
and 7.7, and in agreement with the Conmission:-
a) place contracts after restricted invitations to tender following, 
Where applicable, a call for pre-qualification; 
b) conclude contracts by direct agreement; 
c) perform contracts through public or semi-public departments of the 
OCT. 
7.3 Restricted invitation to tender may be used:-
a) where the urgency of the situation is established or where the na­
ture, or certain particular characteristics of the contracts so 
warrant; 
b) for projects or programmes of a highly specialised nature; 
c) for large-scale contracts after pre-qualification. 
7.4 Direct agreement contracts may be awarded in the following cases:-
a) small-scale operations, or in urgent situations or short-term 
technical cooperation schemes; 
b) emergency assistance; 
c) operations assigned to individual experts; 
d) operations which are complementary to or necessary for the comple­
tion of others already in hand; 
e) where the execution of the contract is exclusively reserved for 
holders of patents or licences to use, process or import the ar­
ticles concerned; 
f) following an unsuccessful invitation to tender. 
7.5 The following procedure shall apply to restricted invitations to ten­
der and direct agreement contracts:-
a) in the case of Wbrks and Supply contracts, a short-list of pro­
spective Tenderers shall be drawn up by the Contracting Authority 
in agreement with the Delegate following, where applicable, a call 
for pre-qualification of tenders; 
b) in the case of Service contracts, the short-list of prospective 
Tenderers shall be drawn up by the Contracting Authority, in 
agreement with the Conmission, on the basis of the proposals of 
the Contracting Authority and the proposals submitted by the Com­
mission; 
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c) in direct agreement contracts, the Contracting Authority shall en­
ter freely into such discussions as it may consider appropriate 
with the prospective Tenderers whom it has short-listed in accor­
dance with Article 7.5 (a) and (b) and award the contract to the 
Tenderer whom it has selected. 
7.6 For Service Contracts, due account shall be taken of the availability 
of suitable candidates residing in the OCT concerned. 
Direct Labour 
7.7 Contracts shall be performed by direct labour through public or semi-
public agencies or departments of the OCT concerned, where the State 
has the qualified management staff available in its departments, in 
cases of emergency assistance, service contracts and all other opera­
tions the estimated cost of which is less than ECU 5 million. 
7.8 The Comnunity shall contribute to the costs of the department in­
volved by providing the equipment and/or materials that it lacks 
and/or resources to allow it to acquire additional staff required in 
the form of experts from within the OCT concerned or other OCT or ACP 
States. The participation of the Comnunity shall cover only costs 
incurred by supplementary measures and temporary expenditure relating 
to execution strictly confined to the requirements of the project in 
question. 
Emergency Assistance Contracts 
7.9 Contracts under emergency assistance shall be undertaken in such a 
way as to reflect the urgency of the situation. To this end, for all 
operations relating to emergency assistance, the Contracting 
Authority may, in agreement with the Delegate, authorize:-
a) the conclusion of contracts by direct agreement; 
b) the performance of contracts by direct labour; 
c) implementation through specialized agencies; 
d) direct implementation by the Commission. 
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Accelerated Procedure 
7.10 With the aim of ensuring the rapid and effective implementation of 
projects and programmes, an accelerated tendering procedure shall be 
used except as otherwise indicated by the OCT concerned, or by the 
Commission by way of a proposal for the agreement of the OCT con­
cerned. The accelerated procedure for issuing invitations to tender 
shall involve shorter Time Limits for tendering and the call for ten­
der is confined to the OCT concerned and the neighbouring OCT or ACP 
States, in accordance with the rules in force in the OCT concerned. 
The accelerated procedure shall apply in the following cases:-
a) Works Contracts: the estimated cost of Which is less than ECU 5 
mi 11i on; 
b) Emergency assistance: irrespective of the value of the contract. 
7.11 Byway of derogation, the OCT Authorising Officer, in agreement with 
the Delegate, may procure Supplies and/or Services of a limited 
amount Where they are available in the OCT concerned or neighbouring 
OCT or ACP States. 
7.12 In order to speed up the procedure, the OCT may request the Commis­
sion to negotiate, draw up and conclude Service contracts on their 
behalf directly or through its relevant agency. 
ARTICLE 8 
Design Competition 
8.1 Wfciere the Contracting Authority, for technical, aesthetic or finan­
cial reasons, considers it appropriate, an invitation to tender may 
be issued for participation in a design competition. The design com­
petition shall take place on the basis of a schedule and criteria 
drawn up by the Contracting Authority. Further, the following shall 
apply:-
a) The schedule may make provision for prizes to be awarded for the 
best proposals. Such prizes shall be specified by the schedule and 
awarded to the originators of the said proposals in accordance 
with the order established by the Contracting Authority. The 
Contracting Authority may withhold prizes if the proposals are not 
judged satisfactory. 
b) Unless otherwise stated in the invitation to tender, copyright in 
the proposals submitted shall belong to the competitors. However, 
the Contracting Authority may, with the agreement of the competi­
tors, use the proposals for further development. 
8.2 The Contracting Authority may invite tenders for further investiga­
tion, study and design as may be necessary for further development of 
the project. 
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8.3 Subject to Article 8.1 (b) and 8.2, the Contracting Authority may in­
vite tenders for detailed development of a competitor's design and 
the preparation of documents to the stage Where tenders for supply or 
construction may be invited. 
8.4 The Contracting Authority may invite tenders for design and build 
proposals on a turnkey basis. Such tenders shall be of the lump sum 
type. Tenders shall be assessed according to their aesthetic, prac­
tical, technical and economic merits. No prizes shall be offered. 
ARTICLE 9 
Preference 
9.1 Measures shall be taken to encourage the widest participation of the 
natural and legal persons of the OCT in the performance of contracts 
financed by the EDF in order to permit the optimization of the physi­
cal and human resources of those countries and territories. To this 
end : -
a) For W>rks contracts of value less than ECU 5 million, Tenderers 
of the OCT, provided that at least one quarter of the capital 
stock and management staff originates from one or more OCT, shall 
be accorded 10% price preference Where tenders of an equivalent 
economic and technical quality are compared; 
b) For Supply contracts, irrespective of the value of these Supplies, 
Tenderers of the OCT Who offer supplies of at least 50% in con­
tract value of OCT origin shall be accorded a 15% price prefe­
rence where tenders of equivalent economic and technical quality 
are compared; 
c) In respect of Service contracts, given the required competence, 
preference shall be given to experts, institutions or consultancy 
companies or firms from the OCT, where tenders of equivalent eco­
nomic and technical quality are compared; 
d) Where sub-contracting is envisaged, preference shall be given by 
the Successful Tenderer to natural persons, companies and firms of 
the OCT capable of performing the contract required on similar 
terms. 
9.2 The threshold and the percentages referred to in Article 9.1 may be 
altered on the basis of the relevant Council Decision. 
- 25 -
ARTICLE 10 
Types of Contract 
10.1 Contracts may be one of the following:-
a) lump sum contracts, where an all-in price shall cover the whole of 
the Works, Supplies and Services which are the subject of the con­
tract; 
b) unit-price contracts, ^where theW>rks, Supplies and Services shall 
be broken down on the basis of the Bill of Quantities and the pro­
posed unit prices shall be indicated; 
c) cost-plus contracts, where the Wbrks, Supplies and Services shall 
be priced on the basis of actual costs with an addition for 
overheads and profit; 
d) composite contracts, where the prices shall be fixed on the basis 
of at least two of the methods laid down in Article 10.1; 
e) provisional price contracts, Where in the exceptional cases pro­
vided in Article 10.2, contracts are awarded without prices being 
predetermined after consultation and agreement between Contracting 
Authority and the Tenderer, and paid for in the manner agreed. 
10.2 The award of a provisional price contract, may only be made:-
a) Where the contract is of a complex nature or involves new tech­
niques presenting considerable technical hazards which necessitate 
commencement before all conditions of execution can be determined; 
b) in the event of exceptional and unforeseeable circumstances, such 
as where the contract is urgent or the nature and means of execu­
tion are difficult to determine. 
10.3 Except for provisional price contracts, contracts shall be awarded on 
the basis of predetermined prices. These prices may be lump-sums or 
unit prices. 
10.4 The instructions to Tenderers shall:-
a) state the type of contract; 
b) for cost-plus contracts, state the rules for calculating the 
costs, overheads and profit; 
c) for composite contracts, state the methods which are to be used 
for calculating amounts to be paid under the contract. 
- 26 -
ARTICLE 11 
Technical Specifications and Standards 
11.1 The technical specifications and methods of testing, checking, accep­
tance and calculation in each contract, may be defined in order of 
precedence, by reference to the common standards accepted by the EBC 
and the OCT concened, or the standards of the OCT concerned or of a 
Member State, or any other standard, including international stan­
dards. 
11.2 Unless it can be justified by the subject of the contract, technical 
specifications Which mention products of a specific make or source, 
or a particular process, and which therefore favour or eliminate cer­
tain products, shall be prohibited. Such prohibition shall cover 
trade marks, patents or types, or a specific origin or production. 
However, where products or processes cannot be specified in terms 
which are sufficiently precise and intelligible, they may be named, 
provided that the words "or equivalent" are added. 
ARTICLE 12 
Notices and VJrit ten Comnuni cat ions 
12.1 Unless otherwise specified in the Special Conditions, Communications 
between the Contracting Authority and/or the Supervisor on the one 
hand, and Tenderers or the Successful Tenderer on the other hand, 
shall be sent by post, cable, telex, facsimile transmission or per­
sonal delivery, to the appropriate addresses designated by these par­
ties for the purpose. 
12.2 If the sender requires evidence of receipt, he shall state such re­
quirement in his Communication and shall demand such evidence of re­
ceipt whenever there is a deadline for the receipt of the Communi­
cation. In any event, the sender shall take all the necessary mea­
sures to ensure receipt of his Communication. 
INVITATION TO TOEER 
ARTICLE 13 
Notice of Invitation to Tender 
13.1 A Contracting Authority wishing to award a contract by open tendering 
procedure or by restricted tendering procedure with pre-selection 
shall make known its intention by means of a notice published by the 
Commission in the Official Journal of the EBC, the Official Journal 
of the OCT concerned and any other appropriate information media, in 
particular in the OCT and the ACP States in the region. 
- 27 -
13.2 The Contracting Authority shall submit before issuing invitations to 
tender the invitation to tender dossier to the Delegate. 
13.3 The Delegate shall:-
a) for accelerated procedures, direct agreement contracts, and con­
tracts for emergency assistance, approve, before the Contracting 
Authority issues them, the invitation to tender dossier within 30 
days of its submission to him by the Contracting Authority; 
b) for all cases other than those mentioned in Article 13.3 (a) 
above, transmit the invitation to tender dossier to the Commission 
for approval within 30 days of its submission to him by the 
Contracting Authority. 
13.4 In an open tendering procedure, the notice of invitation to tender 
shall state:-
a) the subject, purpose and extent of the contract; if the contract 
is subdivided into several lots, the order of magnitude of the 
different lots and the possibility of tendering for one, several 
or all of the lots; the possibility of submitting variant solu­
tions where authorised; if the notice concerns an invitation to 
tender for a design-and-build competition, the design criteria and 
other requirements necessary for Tenderers to understand the 
scope of the contract and to tender accordingly; 
b) eligibility criteria and any important or unusual tender evalua­
tion criteria (e.g. margin of preference); 
c) the location of the project, the source of financing, the period 
of performance, and in the case of Supplies contracts, the place 
of delivery and/or installation; 
d) the Contracting Authority, and the name and address of the depart­
ment awarding the contract; 
e) the method of tendering, the place where the tender dossier may be 
inspected and the terms on which it may be acquired; 
f) the period, reckoned from the final date fixed for receipt of ten­
ders, during which Tenderers shall remain bound by their tenders; 
g) the final date and time fixed for receipt of tenders, the address 
to Which they must be sent, the number of copies required and the 
language in which they mist be drawn up; 
h) Where appropriate, the place, date and time for the opening of the 
tenders; 
- 28 -
i) the various guarantees which the Contracting Authority requires, 
the amount of each guarantee, where appropriate expressed as a 
percentage of the tender, and the time when such guarantees are to 
be presented; 
j) the address of the departments from which tenderers may obtain any 
further information. 
13.5 In a restricted tendering procedure with pre-selection, the notice 
shall state in particular:-
a) the method of tendering and the information referred to in Article 
13.4(a), (b), (c), (d) and (g); 
b) the terms on which the tender dossier may be acquired; 
c) where appropriate, the final date for the issue of invitations to 
tender by the Contracting Authority; 
d) the information to be given in the request to participate, in the 
form of statements and documents concerning the applicant's stand­
ing and ability Which the Contracting Authority requires in accor­
dance with Article 4 together with the economic and technical con­
ditions each applicant must fulfil if he wishes to be considered 
for selection. 
ARTICLE 14 
Pre-selection of Tenderers 
14.1 In a restricted tender with pre-selection, a short-list of prospec­
tive Tenderers shall be drawn up in accordance with Article 14.2 fol­
lowing, where applicable, a call for pre-qualification after pub­
lication of the notice referred to in Article 13.1. 
14.2 The short-list shall be drawn up, inter alia, in accordance with the 
provisions of Article 7.5 and the necessary qualifications to perform 
the intended project, in particular the provisions of Article 4. 
14.3 The Contracting Authority shall select the prospective Tenderers on 
the basis of the information given by them in the request made 
pursuant to Article 13.5 (d). The prospective Tenderers selected 
shall receive an invitation to tender stating in particular the 
following:-
a) the information given in Article 13.4 (e), (f) (g), (h), (i), and 
b) a reference to the notice mentioned in Article 13.5; 
c) any amendments, as referred to in Article 18. 
- 29 -
ARTICLE IS 
Direct Agreement Contracts 
15.1 For direct agreement contracts, the W)rks, Supplies or Services 
which are to be the subject of the contract shall be defined after 
negotiations between the Contracting Authority and the Tenderer. 
15.2 \Miere the procedure by direct agreement is applied, the candidate 
shall be chosen by the OCT concerned on the basis of a short list 
drawn up in accordance with Articles 4.4 and 7.5. 
15.3 On completion of the negotiations, the Contracting Authority shall 
draw up and notify the text of the contract in accordance with 
Article 38. 
15.4 The Contracting Authority and the Tenderer shall agree on a date 
Which shall be deemed to be the date of the conclusion of the con­
tract. This date shall be set out in the text of the contract. 
TQEER DOSSIER 
ARTICLE 16 
Contenta of Tender Dossier 
16.1 The invitation to tender dossier shall contain details of the way in 
which tenders are to be presented and the criteria for selection of 
the successful tender. In addition to the invitation to tender, the 
tender dossier may contain any or all of the following:-
a) the instructions to Tenderers; 
b) the General Conditions applicable to the particular category of 
contract; 
c) the Special Conditions for the specific contract; 
d) the technical specifications and/or Terms of Reference; 
e) the form for the Breakdown of the Overall Price in the case of 
lump sum contracts, or the form for the unit Price Schedules 
and/or the Bill of Quantities in the case of unit price contracts; 
f) the schedule of requirements or additional information; 
g) the Drawings; 
h) the tender form; 
- 30 -
i) the tender guarantee form; 
j) the contract form; 
k) the performance guarantee form; and 
l) a description of the tender evaluation system giving the criteria 
for evaluation and the weight attached to the individual criteria. 
16.2 In addition, and depending on the nature of the contract, the tender 
dossier shall be accompanied by a "Note of General Information". This 
Note will be prepared by the Delegate in consultation with the OCT 
concened and subject to the approval by the latter. It will be pro­
vided for information only and shall not form part of the contract. 
It shall include all or part of the following:-
a) geographical notes on the region in which the place of execution 
of the contract is located including notes on the climate; 
b) location of the place of execution of the contract, access routes 
and other infrastructures which may be used in the performance of 
the contract; 
c) information concerning customs, tax and price laws and regula­
tions; 
d) wage scales and legal or contractual charges payable by employers, 
including an indication of minimum or normal wage levels laid down 
by the law of the State of the Contracting Authority or customary 
in the place where the contract is to be performed, corresponding 
to the main local categories of labour required for the contract; 
e) information on the exchange control laws and regulations and the 
monetary and banking system of the State of the Contracting Au­
thority; 
f) any other information relating to the laws and regulations of the 
State of the Contracting Authority Which govern the performance of 
contracts, including details as to the departments to which appli­
cation should be made to obtain copies of those laws and regula­
tions. 
16.3 The Terms of Reference for Service contracts shall contain in partic-
ular:-
a) a description, which shall be as detailed as possible, of the ob­
ject of the contract; 
b) factual details, such as data in the possession of the Contracting 
Authority, restrictions that are binding upon the Contracting 
Authority in observance of certain technical or other rules, and 
obligations laid down by the Contracting Authority; 
- 31 -
c) depending on the nature of the contract, preliminary draft studies 
or implementation schemes, and a draft contract, if available; 
d) general documentation comprising, in particular, the laws and reg­
ulations relating to the technical field covered by the contract, 
or any other reference enabling access to such laws and regula-
t i ons. 
16.4 The Tenderer shall carefully examine all instructions, conditions, 
forms, terms, specifications and Drawings in the tender dossier. The 
Tenderer shall be solely responsible for the responses he provides to 
the requirements in the tender dossier and for any amission or errors 
in his responses. Failure to furnish all information required by the 
tender dossier or submission of a tender which is not responsive to 
the tender dossier in every respect, will be at the Tenderer's own 
risk and may result in rejection of his tender. 
ARTICLE 17 
Clarification of Tender Information 
Wiere, in response to a Tenderer's queries or otherwise, information 
regarding the contract to be performed or other information which may 
affect the pricing of the tender is supplied to a Tenderer, such in­
formation shall also be issued in writing by the Contracting 
Authority to the other Tenderers, insofar as these are known, pro­
vided that information of a commercial nature relating to the accept­
ability of variant solutions shall not be issued to the other 
Tenderers. The Contracting Authority will respond only to those que­
ries or requests for clarification which it receives at least 30 days 
prior to the deadline for the submission of tenders. 
ARTICLE 18 
Amendments to Tender Dossier 
Any change made to the tender dossier during the tender period by the 
Contracting Authority shall be communicated forthwith in writing to 
all prospective Tenderers -who have been provided with the tender doc­
uments, together with notice of any extension of the tender period 
which the Contracting Authority may consider necessary to enable 
Tenderers to take account of such a change. 
- 32 -
INSTRUCTIONS TO TENDERERS 
ARTICLE 19 
Language 
The tender, contract documents and all correspondence and documents 
relating to them shall be in the language stated in the instructions 
to Tenderers. 
ARTICLE 20 
Contents of the Tender 
20.1 The tender to be prepared and submitted by the Tenderer shall, in ac­
cordance with the requirements stated in the tender dossier, com-
prise:-
a) the completed tender form and appendix thereto; 
b) the tender guarantee; 
c) the Breakdown of the Overall Price in the case of lump sum con­
tracts, or the unit Price Schedule and/or the Bill of Quantities 
in the case of unit price contracts; 
d) schedules of supplementary information; 
e) the documents providing proof of the standing and ability of the 
Tenderer referred to in Article 4, save in the event of a re­
stricted tendering procedure with pre-selection; 
f) the authorised variant solutions, and any other elements required 
to be submitted in accordance with the instructions to Tenderers 
embodied in the tender dossier; 
g) all information necessary to assess the tenders; 
h) if the instructions to Tenderers specify that an after-sales ser­
vice is required, a note indicating the means with Which the 
Tenderer shall meet the obligations to provide such a service; 
i) Where appropriate, additional guarantees proposed by the Tenderer 
concerning, inter alia, the period of performance and the scope of 
work; 
j) all information on any sub-contracting envisaged; and 
k) the tender price and the method and the currencies of payment. 
- 33 
20.2 After-sales service shall be required for Supply contracts unless the 
nature of the Supplies do not justify such service. Wiere the 
Contracting Authority requires an after-sales service:-
a) the Special Conditions shall specify the conditions and modalities 
of this service and its duration; 
b) the Successful Tenderer shall, unless the nature of the Supplies 
or relevant conditions do not so justify, establish within the 
State of the Contracting Authority the required after-sales ser­
vice. 
ARTICLE 21 
Lots 
21.1 In considering how a project may be carried out, account shall be 
taken of the advantage, for economic and technical reasons, of divid­
ing the project into homogeneous lots which are as large as possible. 
21.2 Wiere a project has been divided into lots, the instructions to 
Tenderers shall state:-
a) the number of lots; 
b) the nature, location and size of each lot; and 
c) Where appropriate, the minimum and maximum number of lots for 
which a Tenderer may tender. 
21.3 The procedure for submitting a tender shall be as follows:-
a) a Tenderer may submit a tender for each lot; 
b) unless the instructions to Tenderers provide otherwise, a Tenderer 
may include in his tender the overall rebate he would grant in the 
event of amalgamation of some or all of the lots for which he has 
submitted individual tenders; 
c) unless the instructions to Tenderers state that lots apportioned 
to the same Tenderer shall form a single contract, each lot shall 
form a separate contract; 
d) where lots are to be apportioned to different Tenderers, the invi­
tation to tender dossier or the instructions to Tenderers may pro­
vide that the Tenderer for a particular lot shall ensure the coor­
dination of the execution of all the lots. 
- 34 -
ARTICLE 22 
Co-operation with Third Parties 
22.1 In order to enhance the OCT's capacity to build up their technical 
skills and to improve the know-how of their consultants, co-operation 
partnership arrangements shall be encouraged between consultancy 
firms, consulting engineers, experts and institutions of the EBC and 
those of the OCT. To this end, the Commission and the OCT shall make 
every effort to:-
a) encourage by means of joint ventures, sub-contracting or the use 
of experts who are nationals of the OCT in teams employed by 
consultancy firms, consulting engineers or institutions in the 
EBC; 
b) inform Tenderers in the tender dossier of the selection criteria 
and preferences provided for in these General Regulations, partic­
ularly those relating to the encouragement of the use of OCT human 
resources. 
22.2 The Contracting Authority may, in the invitation to tender or during 
the negotiation of a contract, propose to prospective Tenderers the 
assistance of other OCT or ACP companies or firms or national experts 
or consultants selected by mutual agreement. This co-operation may 
take the form either of a joint venture, or of a sub-contract or of 
on-the-job training of trainees. 
22.3 When the co-operation takes the form of:-
a) a joint venture, Article 4.3 (b) shall apply; 
b) a sub-contract, Article 4.3 (f) shall apply; 
c) on-the-job training of trainees, the trainees proposed by the 
Contracting Authority mist have basic skills consistent with 
effective participation in the on-the-job training tasks involved 
in the performance of the contract. The maximum number of trainees 
shall be stipulated in the Special Conditions. In the calculation 
of remuneration or Tender Prices, account shall be taken of any 
cost borne by the Tenderer as a result of the provision of on-the-
job training for trainees. On-the-job training of trainees shall 
not under any circumstances limit the obligations of the Success­
ful Tenderer with whom the contract is concluded, nor shall it im­
pose any liability whatsoever on the Contracting Authority or the 
Supervisor. 
22.4 The parties involved shall undertake to co-operate mitually and shall 
agree on the procedure for such co-operation and in particular the 
responsibilities arising from it. 
- 35 -
ARTICLE 23 
Independence of Tenderers 
23.1 If a Tenderer in the case of Service contracts, has entered into a 
legal relationship with natural or legal persons who might partici­
pate in the carrying out of W>rks, or the provision of Supplies, 
which the services are intended to define or prepare, or if he other­
wise maintains with them special relations likely to compromise his 
independence, he shall inform the Contracting Authority thereof in 
his tender, or at the time of negotiation of the contract, or 
whenever such circumstances arise before the award of the contract. 
23.2 If, notwithstanding such information, a contract is concluded with 
the said Tenderer, the Contracting Authority shall reserve the right 
to exclude the natural or legal persons concerned from participating 
in carrying out such Works or providing such Supplies. 
ARTICLE 24 
Pricing of Tenders 
24.1 The Tenderer shall provide the information required by the tender 
dossier for the pricing, make the necessary arithmetical calcula­
tions, sign the form of tender and attach it to his tender. 
24.2 The total amount of the tender shall be written in figures and in 
words. In all cases where there is a discrepancy between a price 
stated in figures and also in words, the price stated in words shall 
prevail. Wiere the instructions to Tenderers so require, the follow­
ing shall also be written in figures and inwords:-
a) the Breakdown of the Overall Price in the case of lump sum con­
tracts; 
b) the unit prices for each item in the Bill of Quantities and/or the 
unit Price Schedule in the case of unit price contracts; 
c) in the case of a composite contract, the Breakdown of the Overall 
Price part as well as the Bill of Quantities and/or the Price 
Schedule for the unit price part. 
24.3 Prices must correspond to the relative value of each item in relation 
to the total amount of the tender. Prices should not be of such a 
nature as to distort the comparison of tenders or to result in 
interim payments which are disproportionate to the value of the work 
done. 
- 36 -
24.4 Tenders shall be expressed in the National Currency of the State of 
the Contracting Authority. 
24.5 A Tenderer may request in his tender that a justified part, expressed 
as a percentage of the tender price, be paid directly to him in 
Foreign Currency. The justification required shall be assessed in 
the light of the verifiable facts as regards the real origin of the 
Wbrks, Supplies or Service to be performed and the expenditure to 
which they give rise. The conversion rate to be applied for the 
foreign currency payment shall be that in force 30 days prior to the 
latest date fixed for the submission of tenders. 
24.6 The price offered by the Tenderer shall take into account the tax 
arrangements applicable as set out in the Convention. 
ARTICLE 25 
Period of Validity 
25.1 Tenderers shall remain bound by their tenders for the period pre­
scribed by the Contracting Authority, pursuant to Article 13. Any 
tender valid for a shorter period may be rejected by the Contracting 
Authority. The period fixed by the Contracting Authority shall be 
sufficient to permit evaluation and comparison of tenders, for ob­
taining all necessary clearances and approvals, and for the notifi­
cation of the award of contract. The validity period should normally 
not exceed 120 days from the final date fixed for the submission of 
tenders but it may vary depending on the nature and complexity of the 
contract. 
25.2 In exceptional circumstances, prior to the expiry of the original 
tender validity period, the Contracting Authority may request the 
Tenderer for a specified extension in the period of validity. 
Tenderers agreeing to the request will neither be required nor per­
mitted to modify their tenders, but will be required to extend the 
validity of their tender guarantees correspondingly. The provisions 
of Article 26 regarding discharge and forfeiture of the tender guar­
antee shall continue to apply during the extended period of tender 
validity. 
25.3 The Successful Tenderer shall remain bound by his tender for a 
further period of 60 days following the receipt of the communication 
notifying him of his selection. 
- 37 -
ARTICLE 26 
Tender Guarantee 
26.1 Unless otherwise provided in the instructions to Tenderers, Tenderers 
for Works and Supplies contracts shall, as an earnest of their ten­
ders, provide a guarantee. The tender dossier shall specify the 
amount of this guarantee which shall in no case exceed 2% of the 
amount of the tender. 
26.2 The tender guarantee shall be provided in the form of a bank guaran­
tee, a banker's draft, a certified cheque, a bond provided by an in­
surance or bonding company, an irrevocable letter of credit or a cash 
deposit made with the Contracting Authority. If the tender guarantee 
is to be established in the form of a bank guarantee , a banker's 
draft, a certified cheque or a bond, it shall be issued by a bank, 
insurance or bonding company, approved by the Contracting Authority 
and established in the OCT, an ACP or a Member State. The bank guar­
antee or the bond shall be in strict conformity with the tender guar­
antee form included in the tender dossier or, in the case of direct 
agreement contract, in the Special Conditions. Whatever form it 
takes, the guarantee shall be independent and payable on first demand 
and valid for at least 60 days beyond the tender validity period. 
26.3 Any tender not accompanied by an acceptable tender guarantee may be 
rejected by the Contracting Authority. 
26.4 The tender guarantees of Tenderers who have not been selected will be 
released not later than 60 days after the expiration of the tender 
validity period, as extended where appropriate in accordance with 
Article 25.2, or upon the award of the contract, Whichever is ear­
lier. 
26.5 The tender guarantee of the Successful Tenderer shall be discharged 
when the Tenderer has signed the contract and furnished the required 
performance guarantee, to the satisfaction of the Contracting 
Authority. 
26.6 The tender guarantee may be called up without notice:-
a) if a Tenderer withdraws his tender during the period of tender va­
lidity of his tender; 
b) in the case of the Successful Tenderer, if he fails within the 
specified Time Limit to sign the contract or furnish the required 
performance guarantee. 
- 30 -
ARTICLE 27 
Variant Solutions 
27.1 Unless otherwise stated in the instructions to Tenderers, Tenderers 
may submit a tender based on a variant solution. The instructions to 
Tenderers mist specify any limitations, design criteria and other 
requirements applicable to a variant solution. Unless stated other­
wise in the instructions to Tenderers, the submission of a tender 
based on a variant solution is conditional upon the submission of a 
tender based on the conforming solution. 
27.2 Variant solutions may not derogate from the requirements of these 
General Regulations. Tenders based on the tender dossier and those 
for variant solutions shall be evaluated simultaneously. 
27.3 The instructions to Tenderers must state whether the Tenderer submit­
ting a variant solution is to be responsible for the design of the 
variant solution, and if this is the case, must specify procedures, 
in particular for checking, revision and approval. 
27.4 The submission of any variant solution shall comprise: 
a) an individual tender for the variant solution; 
b) a demonstration of the benefit of the variant solution over the 
conforming solution, including quantifiable justification of any 
economic advantage; 
c) a draft of the amendments to the technical provisions of the 
Special Conditions necessitated by the variant solution; 
d) the Drawings and specifications provided for in the conforming so­
lution, but not affected by the variant solution; 
e) the Drawings and specifications affected by the variant solution; 
f) a technical note on the conception of the variant solution and 
where appropriate, Drawings and the calculations; 
g) for lump sum contracts, an itemised Breakdown of the Overall Price 
as modified by the variant solution; 
h) for unit-price contracts, a Bill of Quantities and/or a Price 
Schedule as modified by the variant solution. 
- 39 -
ARTICLE 28 
Pre-tender Visit 
28.1 The Tenderer is advised to visit and inspect the place where the con­
tract is to be executed and its surroundings and obtain for himself, 
on his own responsibility, all information that may be necessary for 
preparing the tender and entering into a contract. The costs of vi­
siting the place Where the contract is to be executed shall be borne 
by the Tenderer. 
28.2 The Tenderer and any of his personnel or agents will, so far as is 
practicable, be granted permission by the Contracting Authority to 
enter the place where the contract is to be executed for the purpose 
of such inspection, provided that the Tenderer, his personnel or 
agents will release and indemnify the Contracting Authority and its 
personnel and agents from and against all liability in respect 
thereof. Accordingly, the Tenderer will be responsible for any per­
sonal injury, whether fatal or otherwise, loss or damage which, but 
for acting on such permission, would not have arisen. 
28.3 Without prejudice to the laws and regulations on immigration of the 
State of the Contracting Authority, the OCT concerned shall grant an 
entry permit to any person who substantiates his eligibility in terms 
of Article 4 as a participant in an invitation to tender, or any 
agent of such person, for the purpose of carrying out visits enabling 
him to prepare his tender. This permit shall expire on the day fol­
lowing the end of the tender validity period. 
ARTICLE 29 
Signing of Tenders 
29.1 The tender shall be signed by the Tenderer or by his duly authorised 
agent as required by the instructions to Tenderers. It shall be 
drawn up in a single original bearing the word "original". The num­
ber of copies to be supplied by the Tenderer shall be stated in the 
instructions to Tenderers. Copies shall be signed in the same way as 
the original and shall bear the word "copy". 
29.2 A tender submitted by an agent must state the name of the principal 
on whose behalf he is acting. No agent may represent more than one 
Tenderer. Agents shall attach to the tender the simple contract or 
notarial act or deed which empowers them to act on behalf of 
Tenderers. A signature to a deed mist be certified in accordance 
with the national law of the State of the principal. 
- 40 -
29.3 If a Tenderer is a joint venture or consortium of two or more per­
sons, the tender mist be single with the object of securing a single 
contract, each person mist sign the tender, and all such persons 
shall be jointly and severally bound by the tender and any resulting 
contract according to the law of the State of the Contracting 
Authority, and shall designate one of such persons to act as leader 
with authority to bind the joint venture or consortium. The composi­
tion or constitution of the joint venture or consortium shall not be 
altered without the prior consent in writing of the Contracting 
Authority. 
29.4 The tender may be signed by the representative of the joint venture 
or consortium only if he has been expressly so authorised in writing 
by the members of the joint venture or consortium, and the 
authorising contract, notarial act or deed is attached to the tender. 
All signatures to the authorizing instrument must be certified in ac­
cordance with the national laws and regulations of each of the par­
ties comprising the joint venture or the consortium together with the 
Powers of Attorney establishing, in writing, that the signatories to 
the tender are empowered to enter into commitments on behalf of the 
members of the joint venture or consortium. Each member of such 
joint venture or consortium must provide the proof required under 
Article 4 as if he, himself, were the Tenderer. 
29.5 The complete tender shall be without alterations, interlineation or 
erasures, except those to accord with instructions issued by the Con­
tracting Authority, or necessary to correct errors made by the 
Tenderer. Alterations and corrections shall be initialled by the 
person or persons signing the tender. 
29.6 Except in the case of lots pursuant to Article 21 and variant solu­
tions pursuant to Article 27, only one tender may be submitted by 
each Tenderer. No Tenderer may participate in the tender of another 
for the same contract in any capacity whatsoever. 
SUBMISSION OF TENDERS 
ARTICLE 30 
Time Limit 
30.1 Tenders mist be received by the Contracting Authority at the address 
and no later than the date and time specified in accordance with 
Article 13. In determining this date, the Contracting Authority must 
ensure that adequate time is allowed, taking into account the nature, 
size, complexity, and location of the intended project and other rel­
evant factors. Such period shall not, however, be less than 90 days 
for an open invitation to tender. 
- 41 -
30.2 The Contracting Authority may, at its discretion, extend the deadline 
referred to in Article 30.1 for the submission of tenders by amending 
the tender dossier in accordance with Article 18, in which case all 
previous rights and obligations of the Contracting Authority and Ten­
derers, subject to the previous deadline, will thereafter be subject 
to the deadline as extended. Should a Tenderer exercise his right 
ofwithdrawal after receiving notice of the extension, his tender 
shall be returned to him and his tender guarantee shall be released 
after the tender opening session. 
30.3 Any tenders received by the Contracting Authority after the deadline 
for receipt of tenders prescribed by the Contracting Authority, in 
accordance with Articles 13.4(g) and 18 shall be rejected and re­
turned to the Tenderer after the tender opening session. 
ARTICLE 31 
Sealing and Marking of Envelopes 
31.1 The tender, the annexes thereto as stipulated in the instructions to 
Tenderers and the supporting documents referred to in Article 4 shall 
be placed in a sealed non - identifiable envelope, bearing only:-
a) the address designated for submission of tenders in the notice of 
invitation to tender or in the invitation to tender; 
b) the reference to the notice of invitation to tender in reply to 
which the tender is being submitted; 
c) where appropriate, the numbers of the lots tendered for; and 
d) the words "not to be opened before the tender opening session" 
written in the language of the tender dossier. 
31.2 The instructions to Tenderers shall specify in each case whether the 
documents relating to the price proposal shall be placed together 
with the technical proposal in one envelope or in separate envelopes. 
In the latter case, the price proposal shall be placed in a separate 
identifiable envelope, bearing the words "Tender Price", Which shall 
be sealed and placed together with the technical proposal in the en­
velope referred to in Article 31.1. 
ARTICLE 32 
Withdrawals and Amendments 
32.1 Any Tenderer may modify or withdraw his tender before the deadline 
referred to in Article 30.3, provided that written notice of such 
modification or withdrawal is received by the Contracting Authority 
prior to that deadline. 
- 42 -
32.2 The Tenderer's modification or withdrawal notice shall be prepared, 
sealed, marked and dispatched in accordance with the provisions of 
Article 31. A withdrawal notice may also be sent by personal deliv­
ery or by telex, cable, or facsimile transmission but followed by a 
signed confirmation copy, post marked not later than the deadline for 
submission of tenders. Withdrawals will be unconditional and will 
end further participation in the tendering procedure. 
32.3 No tender may be modified subsequent to the deadline referred to in 
Article 30.3, except in accordance with Article 34.1. 
32.4 No tender may be withdrawn in the interval between the deadline re­
ferred to in Article 30.3 and the expiration of the period of tender 
validity. Withdrawal of a tender during this interval may result in 
forfeiture of the tender guarantee. 
EXAMINATION OF TENDERS 
ARTICLE 33 
Opening of Tenders 
33.1 On receipt of the tenders, the envelopes shall be entered in a spe­
cial register in the order in which they arrive. The registration 
number and the date and time of arrival shall be recorded on the en­
velope. Envelopes remain sealed and be kept in a safe place until 
they are opened under the conditions set out in Articles 33.2 and 
33.3. 
33.2 At a public tender opening, the Tenderers' names, the Tender Prices, 
written1 notifications of tender modifications and withdrawals, the 
presence of the requisite tender guarantee, and such other details as 
the Contracting Authority may consider appropriate shall, if any, be 
announced. In the case of a "two-envelope" system as mentioned in 
Article 31.2 the announcement shall include the fact that no price 
envelope has been opened. 
33.3 Opening and examination of tenders shall comply with the rules of the 
OCT concerned, and shall be for the purpose of checking whether the 
tenders are complete, whether the requisite tender guarantee has been 
furnished, whether the documents have been properly signed and 
whether the tenders are generally in order. 
33.4 The envelopes which bear the words "Tender Price" in accordance with 
Article 31 shall not be opened until the work of evaluating the ten­
ders, other than the prices, has been completed. 
- 43 -
33.5 Only the tenders contained in those envelopes which have been re­
ceived not later than the deadline referred to in Article 30.3 fixed 
for the receipt of tenders shall be taken into consideration in the 
evaluation. 
33.6 The Contracting Authority shall prepare, for its own records, minutes 
of the tender opening, including the information disclosed to those 
present in accordance with Article 33.2. 
33.7 After the public opening of tenders, information relating to the ex­
amination, clarification, evaluation and comparison of tenders and 
recommendations concerning the award of the contract shall not be 
disclosed to Tenderers or other persons not officially concerned with 
such process. 
33.8 Any attempt by a Tenderer to influence the Contracting Authority in 
the process of examination, clarification, evaluation and comparison 
of tenders, and in decisions concerning the award of the contract, 
shall result in the rejection of his tender. 
33.9 The Delegate shall be present at the opening of tenders, and shall 
receive a copy of each tender. 
ARTICLE 34 
Evaluation of Tenders 
34.1 To facilitate the examination, evaluation and comparison of tenders, 
the Contracting Authority may ask each Tenderer individually for 
clarification of his tender, including breakdowns of unit prices. 
The request for clarification and the response shall be in writing 
and communicated by any of the means referred to in Article 12, but 
no change in the price or substance of the tender shall be sought, 
offered or permitted except as required to confirm the correction of 
arithmetic errors discovered by the Contracting Authority during the 
evaluation of the tenders pursuant to Article 34.7. 
34.2 Prior to the detailed evaluation of tenders, the Contracting 
Authority shall determine whether each tender is substantially re­
sponsive to the requirements of the tender dossier. 
34.3 For the purpose of Article 34, a responsive tender is one which con­
forms to all the terms, conditions and specifications of the tender 
dossier without material deviation or reservation. A material devia­
tion or reservation is one which affects the scope, quality or per­
formance of the contract, or which, in any substantial way, is incon­
sistent with the tender dossier or limits the Contracting Authority's 
rights or the Tenderer's obligations under the contract, and affects 
unfairly the competitive position of Tenderers presenting responsive 
tenders. 
- 44 -
34.4 If a tender is not responsive to the tender dossier, it shall be re­
jected by the Contracting Authority, and may not subsequently be made 
responsive by correction or withdrawal of the deviation or res­
ervation. 
34.5 Tenders determined to be responsive shall be evaluated technically 
for conformity with the invitation to tender dossier and the pro- vi­
sions of Article 36, and then ranked on the basis of their tech­
nical qualities. The Special Conditions shall, where appropriate, 
specify the detailed criteria for technical evaluation. 
34.6 Following the completion of the technical evaluation, tenders which, 
on the basis of Article 34.5, are technically responsive shall be 
evaluated financially. Tenders shall be compared in the National Cur­
rency. 
34.7 Tenders determined to be responsive shall be checked by the Contract­
ing Authority for any arithmetic errors in computation and summation. 
Errors shall be corrected by the Contracting Authority as follows:-
a) where there is a discrepancy between amounts in figures and also 
in words, the amount in words shall prevail; and 
b) except for lump-sum contracts, where there is a discrepancy be­
tween the unit price and the total amount derived from the multi­
plication of the unit price and quantity, the unit price as quoted 
shall prevail, unless in the opinion of the Contracting Authority 
there is an obvious error in the unit price, in which event the 
total amount as quoted shall prevail and the unit price shall be 
corrected by the Contracting Authority. 
34.8 The amount stated in the tender, corrected if necessary by the Con­
tracting Authority, in accordance with Article 34.7, shall be consid­
ered as binding upon the Tenderer. If the Tenderer does not accept 
the corrected amount of the tender, his tender shall be rejected. 
34.9 After tenders have been evaluated fully in accordance with the provi­
sions of Article 34, responsive tenders shall be grouped into tenders 
offered by those Tenderers eligible for preference under Article 9 
and tenders offered by other Tenderers. For the purposes of further 
evaluation and comparison of tenders only, the tender prices, cor­
rected where necessary, of the Tenderers not eligible for preference 
shall be increased by the percentage margin of preference. Further 
details of the procedures to be used in giving effect to the margin 
of preference provisions of Article 9 shall be as laid down by the 
Contracting Authority in the tender dossier. 
34.10 The evaluation proceedings shall be recorded in properly signed min­
utes which shall not be made public or communicated to any Tenderer. 
A copy of these minutes will be sent to the Delegate. 
- 45 -
ARTICLE 35 
Annulment of the Tender Procedure 
35.1 The Contracting Authority may, prior to awarding the contract, 
without thereby incurring any liability to the Tenderers, and not­
withstanding the stage reached in the procedures leading to the con­
clusion of the contract:-
a) either decide to annul the tender procedure in accordance with 
Article 35.2, or order that the procedure be recommenced, if nec­
essary, using another method; or 
b) where the project is divided into lots, award only certain of the 
lots and possibly decide that the others are to be the subject of 
another tender or other tenders, if necessary, using another 
method. 
35.2 The annulment by the Contracting Authority of a tender procedure may 
take place in the following cases:-
a) if no tender is responsive to the tender dossier; 
b) if no tender satisfies the criteria for the award of the contract 
as set out in Article 36; 
c) if the economic or technical data of the project have been al­
tered; 
d) if exceptional circumstances render normal performance of the con­
tract impossible; 
e) if every tender received exceeds the financial resources earmarked 
for the contract; 
f) if the tenders received contain serious irregularities resulting 
in interference with the normal play of market forces; or 
g) if there has been no competition. 
35.3 In the event of annulment of any tender procedure, Tenderers who are 
still bound by their tenders shall be notified thereof by the 
Contracting Authority. Such Tenderers shall not be entitled to 
compensation; they shall be entitled to the immediate release of the 
tender guarantee. 
35.4 When the annulment of the tender procedure is caused by circumstances 
which do not necessitate the opening of tenders, the unopened and 
sealed envelopes containing the price proposals, where appropriate, 
and, in any event, the other elements of the tender shall be returned 
to the Tenderers at the Tenderers' cost. 
- 46 -
iS&ftRD OF ODNIRACT 
ARTICLE 36 
Selection 
36.1 The Contracting Authority shall award the contract to the Tenderer:-
a) whose tender is found to be responsive to the tender dossier; and 
b) for Wbrks and Supply contracts, who has offered the most advanta­
geous tender as assessed inter alia on the basis of:-
i) the price, the operating and maintenance costs; 
ii) the qualifications of, and the guarantees offered by the 
Tenderers, as well as the technical qualities of the tender, 
including the offer of an after-sales service in the OCT 
concerned; 
iii) the nature of, the conditions and the time limits for per­
forming the contract, and the adaptation to local conditi­
ons; 
c) for Service contracts, who offers the most advantageous tender 
taking into account, inter alia, the price, the technical value of 
the tender, the organization and the methodology proposed for the 
provision of the Services, as well as the competence, independence 
and availability of the personnel proposed. 
36.2 Wiere two tenders are acknowledged to be equivalent on the basis of 
the criteria stated above, preference shall be given to:-
a) the tenderer of the OCT or an ACP State; or 
b) if no such tender is forthcoming, to the tenderer Who permits the 
best possible use of the physical and human resources of the OCT. 
36.3 The Contracting Authority shall:-
a) complete the evaluation of tenders within the tender validity pe­
riod taking into consideration the period required for the approv­
al of contracts; 
b) transmit the result of the examination of the tenders and a pro­
posal for placing the contract to the Delegate. 
- 47 -
36.4 The Delegate shall:-
a) approve, within 30 days the Contracting Authority's proposal for 
the placing of the contract for all:-
i) direct agreement contracts; 
ii) service contracts; 
iii) contracts relating to emergency assistance; and 
iv) contracts by accelerated procedures, for \*forks contracts 
worth less than BCD 5 million and Supply contracts worth 
less than ECU 1 million; 
b) approve within 30 days the Contracting Authority's proposal for 
the placing of the contract not covered by Article 36.4 (a) 
wherever the following conditions are fulfilled: the tender se­
lected is the lowest of those conforming to the requirements of 
the tender dossier, meets the selection criteria stated therein 
and does not exceed the sum earmarked for the contract; 
c) where the conditions set out in Article 36.4 (b) are not ful­
filled, forward the proposal for the placing of the contract to 
the Commission which shall decide thereon within 60 days of the 
receipt by the Delegate. Wiere the price of the selected tender 
exceeds the sum earmarked for the contract, the Commission shall, 
upon giving approval to the award, make the necessary financial 
commi tment. 
ARTICLE 37 
Notification of Award 
37.1 Prior to the expiration of the period of tender validity, the Con­
tracting Authority shall notify the Successful Tenderer in writing 
that his tender has been accepted. 
37.2 Unless otherwise provided in the tender dossier, in the case of W)rks 
and Supply contracts, once the Successful Tenderer has furnished a 
performance guarantee in accordance with the provisions of Article 
40, the Contracting Authority shall promptly notify the other 
Tenderers that their tenders have been unsuccessful, and return their 
tender guarantees. 
37.3 The Contracting Authority shall not be obliged to state the reasons 
for its choice nor enter into any discussion or correspondence with 
Tenderers on the results of the invitation to tender. 
- 48 -
37.4 The results of public invitations to tender shall be published in the 
Official Journal of the EBC and, subject to the practice in the OCT 
concerned, in the Official Journal of the State and/or any other ap­
propriate information media. 
ARTICLE 38 
Preparation of Contract Document 
38.1 After communication of the result of the tender in accordance with 
Article 37, the contract shall be prepared by the Contracting 
Authority for submission to the Successful Tenderer for signature. 
This document shall include at least the following:-
a) a list of documents comprising the contract specifying the order 
of precedence of the documents; 
b) any agreed additions to and derogations from these documents; 
c) the Contract Price; 
d) any decisions taken by the Contracting Authority pursuant to 
Article 34.7. 
e) the names of the Supervisor and the Supervisor's Representative, 
if these are not included in the Special Conditions. 
38.2 The contract document shall be submitted to the Successful Tenderer 
for signature. 
ARTICLE 39 
Signing of the Contract 
39.1 Unless otherwise provided in the tender dossier, within 30 days of 
receipt of the contract document, the Successful Tenderer shall sign 
the contract. After signature by the Successful Tenderer, the con­
tract document shall be returned to the Contracting Authority or his 
authorised representative or the competent authority of the OCT con­
cerned for approval as necessary, and signature. 
39.2 The Contracting Authority shall not, unless otherwise provided by the 
tender dossier, sign the contract until the performance guarantee has 
been established in accordance with Article 40. 
39.3 By the signature of the Contracting Authority, the contract becomes 
binding upon both parties and the Successful Tenderer shall be no­
tified of the fact of such signature. 
- 49 
39.4 Notwithstanding the provisions of Article 39.1 to 39.3, the 
Contracting Authority may, depending on the nature of the contract, 
decide to conclude the contract on the basis of the letter of con­
tract procedure whereby the notification of award of contract shall 
constitute the conclusion of the contract. In such case, the items 
listed in Article 38.1 shall be attached to the letter. 
39.5 In the event of withdrawal by the Successful Tenderer, the Contract­
ing Authority may call up his tender guarantee. In addition, it may 
approach the other Tenderers according to the order in which their 
tenders are classified, or may initiate a fresh procedure for the in­
vitation of tenders. If necessary, a contract by direct agreement may 
be negotiated. 
ARTICLE 40 
Performance Guarantee 
40,Î Unless otherwise provided by the tender dossier,the Successful 
Tenderer for a W^rks or Supply contract shall, within 30 days of re­
ceipt of the notification of award from the Contracting Authority 
furnish to the Contracting Authority a performance guarantee in the 
form specified in the General Conditions. 
40.2 Failure of the Successful Tenderer to comply with the requirements of 
Article 40.1 shall constitute sufficient grounds for the annulment of 
the award and forfeiture of the tender guarantee, in which event the 
Contracting Authority may proceed in accordance with Article 39.5. 
GENERAL AND FINAL PROVISIONS 
ARTICLE 41 
General and Final Provisions 
41.1 All documents and proposals submitted by the Contracting Authority to 
the Commission or the Delegate for agreement or approval in accor­
dance with these General Regulations shall be approved or deemed to 
be approved within the time limits laid down by these General Regula­
tions, or where no time limit is stated herein, within 30 days. 
41.2 Claims accepted for delayed payments shall be borne by the OCT con­
cerned and by the Commission, each from its own resources, for that 
part of the delay for which it is responsible. 
- 50 -
ANNEX II 
GENERAL CONDITIONS 
FOR "VWDRKS CONTRACTS 
FINANCED BY THE 
EUROPEAN DEVELOPMENT FUND 
IN THE OCT 
- 51 -
TABLE OF CONTENTS 
PRELIMINARY PROVISIONS 
Page 
Article 1 Definitions 53 
Article 2 Law and Language of the Contract 56 
Article 3 Order of Precedence of Contract Documents 56 
Article 4 Notices and Written Communications 56 
Article 5 Supervisor and Supervisor's Representative 57 
Article 6 Assignment 57 
Article 7 Sub-Contracting 58 
OBLIGATIONS OP THE OONIRACITNG AUBCRITY 
Article 8 Supply of Documents 59 
Article 9 Access to Site 60 
Article 10 Assistance with Local Regulations 60 
Article 11 Delayed payments to the Contractor's Staff 61 
OBLIGATIONS OF THE OONIRACICR 
Article 12 General Obligations 61 
Article 13 Superintendence of the Wforks 62 
Article 14 Staff 63 
Article 15 Performance Guarantee 63 
Article 16 Insurance 65 
Article 17 Performance Programme 66 
Article 18 Detailed Breakdown of Prices 66 
Article 19 Contractor's Drawings 67 
Article 20 Sufficiency of Tender Prices 68 
Article 21 Exceptional Risks 68 
Article 22 Security of Sites 69 
Article 23 Safeguarding Adjacent Properties 70 
Article 24 Interference with Traffic 70 
Article 25 Cables and Conduits. 71 
Article 26 Setting-Out 71 
Article 27 Demolished Materials 72 
Article 28 Discoveries 72 
Article 29 Temporary "Wforks 73 
Article 30 Soil Studies 73 
Article 31 Overlapping Contracts 74 
Article 32 Patents and Licences 74 
OCKMENCENffNT AND DELAYS 
Article 33 Commencement Orders 75 
Article 34 Period of Performance 75 
- 52 -
Page 
Article 35 Extension of Period of Performance 75 
Article 36 Delays in Performance 76 
Article 37 Variations 77 
Article 38 Suspension 79 
MATERIALS ANDWKKNftNSHIP 
Article 39 "ttfork Register 80 
Article 40 Qiality of W>rks and Materials 81 
Article 41 Inspection and Testing 81 
Article 42 Rejection 83 
Article 43 Property in Plant and Materials 84 
PAYMENTS 
Article 44 General Provisions 85 
Article 45 Provisional Price Contracts 85 
Article 46 Advances 85 
Article 47 Retention Sum 87 
Article 48 Revision of Prices : 87 
Article 49 Measurement 88 
Article 50 Interim Payments 89 
Article 51 Final Statement of Account 91 
Article 52 Direct Payments to Sub-Contractors 92 
Article 53 Delayed Payments 93 
Article 54 Payments to Third Parties 93 
Article 55 Claims for Additional Payment 94 
Article 56 Payments in Foreign Currency 94 
ACCEPTANCE AND MAINTENANCE 
Article 57 General Clauses 95 
Article 58 Tests on Completion 95 
Article 59 Partial Acceptance 96 
Article 60 Provisional Acceptance 96 
Article 61 Maintenance Obligations 97 
Article 62 Final Acceptance 99 
BREACH OF CONTRACT AND TERMINATION 
Article 63 Breach of Contract 99 
Article 64 Termination by the Contracting Authority 100 
Article 65 Termination by the Contractor 102 
Article 66 Force Majeure 102 
Article 67 Decease 104 
SETIUBMENT OF DISFUIES 
Article 68 Settlement of Disputes 104 
- 53 
PRELIMINARY PROVISIONS 
1.1 ARTICLE 1 
Definitions 
The following definitions apply to these General Conditions and to 
the Contract. 
EBC: the European Economic Community. 
OCT: the association of the Overseas Countries and Territories with 
the EBC. 
Contract: the signed agreement entered into by the parties for the 
execution of the Works including all attachments thereto and 
all documents incorporated therein. 
Contractor: the party with whom the Contracting Authority concludes 
the Contract. 
Contracting Authority: the State or the legal person governed by pub­
lic or private law which concludes the Contract, or on behalf 
of which the Contract is concluded, with the Contractor. 
The State of the Contracting Authority: the OCT on Whose territory 
the Works Contract is to be executed. 
Supervisor: the government department, legal person governed by pub­
lic law, or the natural or legal person designated by the 
Contracting Authority in accordance with the law of the State 
of the Contracting Authority, who is responsible for direct­
ing and/or monitoring the execution of the Works Contract, 
and to whom the Contracting Authority may delegate rights 
and/or powers under the Contract. 
Supervisor's Representative: any natural or legal person, designated 
by the Supervisor as such under the Contract, and empowered 
to represent the Supervisor in the performance of his func­
tions, and in exercising such rights and/or powers as have 
been delegated to him. Accordingly, where functions, rights 
and/or powers of the Supervisor have been delegated to the 
Supervisor's Representative, references to the Supervisor in­
clude the Supervisor's Representative. 
Works: the temporary 
Contract. and permanent Works to be carried out under the 
Plant: machinery, apparatus, components and all items to be provided 
under the Contract for incorporation in the Works. 
- 54 -
Equipment: appliances and other machinery, and, where applicable 
under the law and/or practice of the State of a Contracting 
Authority, the temporary structures on the Site required for 
carrying out the Works but excluding plant or other items re­
quired to form part of the permanent works. 
Bill of Quantities: the document containing an itemised breakdown of 
the Works to be carried out in a unit price Contract, indi­
cating a quantity for each item and the corresponding unit 
price. 
Price Schedule: the completed schedule of prices, including the 
breakdown of the overall price, submitted by the Contractor 
with his tender, modified as necessary and forming a part of 
the unit price Contract. 
Breakdown of the Overall Price: the itemised list of rates and prices 
showing the build-up of the price in a lump sum Contract, but 
not forming part of the Contract. 
Contract Price: the sum stated in the Contract representing the init­
ial estimate payable for the execution of the Works or such 
other sum as ascertained by the final statement of account as 
due to the Contractor under the Contract. 
Provisional Sum: a sum included in the Contract and so designated for 
the execution of work or the supply of goods, materials, 
Plant or services, or for contingencies, which sum may be 
used in whole or in part, or not at all, as instructed by the 
Supervisor. 
Drawings: drawings provided by the Contracting Authority and/or the 
Supervisor, and/or drawings provided by the Contractor and 
approved by the Supervisor, for the carrying out of the 
Vforks. 
Site: the places provided by the Contracting Authority where the 
Works are to be carried out, and other places stated in the 
Contract as forming part of the Site. 
Maintenance Period: the period stated in the Contract immediately 
following the date of provisional acceptance, during which 
the Contractor is required to complete the Works and to rem­
edy defects or faults as instructed by the Supervisor. 
Final Acceptance Certificate: certificate(s) issued by the Supervisor 
to the Contractor at the end of the Maintenance Period stat­
ing that the Contractor has completed his obligations to con­
struct, complete and maintain the Works concerned. 
Day: calendar day. 
- 55 -
Time Limits: those periods in the Contract which shall begin to run 
from the day following the act or event which serves as the 
starting point for those periods. Should the last day of the 
period fall upon a non-working day, the period shall expire 
at the end of the first working day following the last day of 
the period. 
Writing: any handwritten, typewritten or printed communication, in­
cluding telex, cable and facsimile transmission. 
Communications: certificates, notices, orders and instructions issued 
under the Contract. 
Administrative Order: any instruction or order issued by the Super­
visor to the Contractor in writing regarding the execution of 
the Works. 
National Currency: the currency of the State of the Contracting 
Authority. 
Foreign Currency: any permissible currency which is not the National 
Currency, and which is indicated in the Contract. 
General Damages: the sum, not stated beforehand in the Contract, 
which is awarded by a court or arbitration tribunal, or 
agreed between the parties, as compensation payable to an in­
jured party for a breach of the Contract by the other party. 
Liquidated Damages: the sum stated in the Contract as compensation 
payable by the Contractor to the Contracting Authority for 
failure to complete the Works or part thereof within the pe­
riods under the Contract, or as payable by either party to 
the other for any other specific breach identified in the 
Contract. 
Special Conditions: the Special Conditions issued by the Contracting 
Authority as part of the invitation to tender, as amended 
where necessary, and incorporated into the Contract, consist­
ing of: 
a) amendments to these General Conditions; 
b) special contractual clauses; 
c) technical specifications; and 
d) any other matter related to the Contract. 
1.2 The headings and titles in these General Conditions shall not be 
taken as part thereof or be taken into consideration in the interpre­
tation of the Contract. 
- 56 -
1.3 TOiere the context so permits words importing the singular shall be 
deemed to include the plural and vice versa and words importing the 
masculine shall be deemed to include the feminine and vice versa. 
1.4 Words importing persons or parties shall include firms and companies 
and any organization having legal capacity. 
ARTICLE 2 
Law and Language of the Contract 
2.1 The law of the Contract shall be the law of the State of the Con­
tracting Authority unless otherwise stated in the Special Conditions. 
2.2 In all matters which are not covered by these General Conditions, the 
law of the Contract shall apply. 
2.3 The language of the Contract and of all communications between the 
Contractor, Contracting Authority and Supervisor or their representa­
tives shall be as stated in the Special Conditions. 
ARTICLE 3 
Order of precedence of Contract Documents 
Unless otherwise stipulated in the Contract, the order of precedence 
of the Contract documents shall be as stated in the Special Condi-
t i ons. 
ARTICLE 4 
Notices and Written Communications 
4.1 Unless otherwise specified in the Special Conditions, Communications 
between the Contracting Authority and/or the Supervisor on the one 
hand, and the Contractor on the other hand, shall be sent by post, 
cable, telex, facsimile transmission, or personal delivery, to the 
appropriate addresses designated by these parties for that purpose. 
4.2 If the sender requires evidence of receipt, he shall state such re­
quirement in his communication and shall demand such evidence of re­
ceipt whenever there is a deadline for the receipt of the Communica­
tion. In any event, the sender shall take all the necessary measures 
to ensure receipt of his Communication. 
- 57 -
4.3 \toierever in the Contract provision is made for the giving or issue of 
any notice, consent, approval, certificate or decision, unless other­
wise specified such notice, consent, approval, certificate or deci­
sion shall be in writing and the words "notify", "certify", "ap­
prove" or "decide" shall be construed accordingly. Any such consent, 
approval, certificate or decision shall not unreasonably be withheld 
or delayed. 
ARTICLE 5 
Supervisor and Supervisor's Representative 
5.1 The Supervisor shall carry out the duties specified in the Contract. 
Except as expressly stated in the Contract, the Supervisor shall not 
have authority to relieve the Contractor of any of his obligations 
under the Contract. 
5.2 The Supervisor may, from time to time, while retaining ultimate re­
sponsibility, delegate to the Supervisor's Representative any of the 
duties and authority vested in the Supervisor and he may at any time 
revoke such delegation or replace the representative. Any such dele­
gation, revocation or replacement shall be in writing and shall not 
take effect until a copy thereof has been delivered to the Contrac­
tor. 
5.3 Any communication given by the Supervisor's Representative to the 
Contractor in accordance with the terms of such delegation shall have 
the same effect as though it had been given by the Supervisor, pro­
vided that:-
a) any failure on the part of the Supervisor's Representative to dis­
approve any work, materials or plant shall not prejudice the au­
thority of the Supervisor to disapprove such work, materials or 
plant and to give the instructions necessary for the rectification 
thereof; 
b) the Supervisor shall be at liberty to reverse or vary the contents 
of such Communication. 
5.4 Instructions and/or orders issued by the Supervisor shall be by way 
of Administrative Orders. Such orders shall be dated, numbered and 
entered by the Supervisor in a register, and copies thereof delivered 
by hand, where appropriate, to the Contractor's representative. 
ARTICLE 6 
Assignment 
6.1 An assignment shall be valid only if it is a written agreement by 
which the Contractor transfers his Contract or part thereof to a 
third party. 
- 58 -
6.2 The Contractor shall not, without the prior written consent of the 
Contracting Authority, assign the Contract or any part thereof, or 
any benefit or interest thereunder, except in the following cases:-
a) a charge, in favour of the Contractor's bankers, of any monies due 
or to become due under the Contract; or 
b) assignment to the Contractor's insurers of the Contractor's right 
to obtain relief against any other person liable in cases where 
the insurers have discharged the Contractor's loss or liability. 
6.3 For the purpose of Article 6.2, the approval of an assignment by the 
Contracting Authority shall not relieve the Contractor of his obliga­
tions for the part of the Contract already performed or the part not 
assigned 
6.4 If the Contractor has assigned his Contract without authorization, 
the Contracting Authority may, without giving formal notice thereof, 
apply as of right the sanctions for breach of Contract provided for 
in Articles 63 and 64. 
6.5 Assignees must satisfy the eligibility criteria applicable for the 
award of the Contract. 
ARTICLE 7 
Sub-Contracting 
7.1 A sub-contract shall be valid only if it is a written agreement by 
which the Contractor entrusts performance of a part of his Contract 
to a third party. 
7.2 The Contractor shall not sub-contract without the prior written au­
thorization of the Contracting Authority. The work to be sub­
contracted and the identity of the sub-contractors shall be notified 
to the Contracting Authority. The Contracting Authority shall with 
due regard to the provisions of Article 4.3, within 30 days of re­
ceipt of the notification, notify the Contractor of his decision, 
stating reasons should he withhold such authorization. 
7.3 In the selection of sub-contractors, preference shall be given by the 
Contractor to natural persons, companies or firms of the State of the 
Contracting Authority capable of performing the work required on sim­
ilar terms. 
7.4 Sub-contractors must satisfy the eligibility criteria applicable for 
the award of the Contract. 
7.5 Subject to Article 52, the Contracting Authority shall have no con­
tractual relations with the sub-contractors. 
- 59 -
7.6 The Contractor shall be responsible for the acts, defaults and ne­
gligence of his sub-contractors and their agents or employees, as if 
they were the acts, defaults or negligence of the Contractor, his 
agents or employees. The approval by the Contracting Authority of 
the sub-contracting of any part of the Contract or of the sub­
contractor to perform any part of the Works shall not relieve the 
Contractor of any of his obligations under the Contract. 
7.7 If a sub-contractor has undertaken any continuing obligation extend­
ing for a period exceeding that of the Maintenance Period under the 
Contract towards the Contractor in respect of the work executed or 
the goods, materials, Plant or services supplied by the sub-contrac­
tor, the Contractor shall, at any time after the expiration of the 
Maintenance Period, transfer immediately to the Contracting 
Authority, at the Contracting Authority's request and cost, the bene­
fit of such obligation for the unexpired duration thereof. 
7.8 If the Contractor enters into a sub-contract without approval, the 
Contracting Authority may apply, as of right without giving formal 
notice thereof, the sanctions for breach of Contract provided for in 
Articles 63 and 64. 
OBLIGATIONS OF THE CCNERACriNS AUnCRITY 
ARTICLE 8 
Supply of Documents 
8.1 Within 30 days of the establishment of the performance guarantee pro­
vided for in Article 15, the Supervisor shall provide to the Contrac­
tor, free of charge, a copy of the Drawings prepared for the perfor­
mance of the Contract as well as two copies of the specifications and 
other Contract documents. The Contractor may purchase additional 
copies of these Drawings, specifications and other documents, insofar 
as they are available. Upon the issue of the maintenance certifi­
cate, or upon final acceptance, the Contractor shall return to the 
Supervisor all Drawings, specifications and other Contract documents. 
8.2 Unless it is necessary for the purposes of the Contract, the Draw­
ings, specifications and other documents provided by the Contracting 
Authority shall not be used or communicated to a third party by the 
Contractor without the prior consent of the Supervisor. 
8.3 The Supervisor shall have authority to issue to the Contractor Admin­
istrative Orders incorporating such supplementary documents and in­
structions as shall be necessary for the proper and adequate execu­
tion of the Works and the remedying of any defects therein. 
- 60 -
ARTICLE 9 
Access to Site 
9.1 The Contracting Authority shall, in due time and in conformity with 
the progress of the Works, place the Site and access thereto at the 
disposal of the Contractor in accordance with the programme of per­
formance referred to in these General Conditions. The Contractor 
shall afford all reasonable opportunities to other persons concerned 
for carrying out their work as set out in the Special Conditions or 
as required by Administrative Orders. 
9.2 Any land procured for the Contractor by the Contracting Authority 
shall not be used by the Contractor for purposes other than the per­
formance of the Contract. 
9.3 The Contractor shall preserve any premises placed at his disposal in 
a good state while he is in occupation and shall, if so required by 
the Contracting Authority or the Supervisor, restore them to their 
original state on completion of the Contract, taking into account 
normal wear and tear. 
9.4 The Contractor shall not be entitled to any payment for improvements 
resulting from work carried out on his own initiative. 
ARTICLE 10 
Assistance with Local Regulations 
10.1 The Contractor may request the assistance of the Contracting Author­
ity in obtaining copies of laws, regulations and information on local 
customs, orders or bye laws of the country where the Works are lo­
cated, which may affect the Contractor in the performance of his ob­
ligations under the Contract. The Contracting Authority may provide 
the assistance requested to the Contractor at the Contractor's cost. 
10.2 Subject to the provisions of the laws and regulations on foreign 
labour of the State in which the Works are to be carried out, the 
Contracting Authority shall make all efforts necessary to facilitate 
the procurement by the Contractor of all required visas and permits, 
including work and residence permits, for the personnel whose ser­
vices the Contractor and the Contracting Authority consider necessary 
as well as residence permits for their families. 
- 61 -
ARTICLE 11 
Delayed Payments to the Contractor's Staff 
Wnere there is a delay in the payment to the Contractor's employees 
of wages and salaries owing and of the allowances and contributions 
laid down by the law of the State in which the Works are located, the 
Contracting Authority may give notice to the Contractor that within 
15 days of the notice he intends to pay such wages, salaries, allow­
ances and contributions direct. Should the Contractor contest that 
such payments are due, he shall make representations to the Contract­
ing Authority with reasons, within the 15 day period. If the Con­
tracting Authority, having considered such representations, is of the 
opinion that payment of the wages and salaries should be made, it may 
pay such wages, salaries, allowances and contributions out of amounts 
due to the Contractor. Failing this, he may obtain a contribution 
under any of the guarantees provided for in these General Conditions. 
Any action taken by the Contracting Authority under this Article, 
shall not relieve the Contractor of his obligations to his employees, 
except to the extent that any obligation may be satisfied by this ac­
tion. The Contracting Authority shall not assume any responsibi­
lity towards the Contractor's employees by this action. 
OBLIGATIONS OF THE CONTRACTOR 
ARTICLE 12 
General Obligations 
12.1 The Contractor shall, with due care and diligence, and in accordance 
with the provisions of the Contract, design the Works to the extent 
stated in the Contract, and execute, complete and remedy any defects 
in the Works. The Contractor shall provide all superintendence, per­
sonnel, materials, Plant, Equipment and all other items, whether of a 
temporary or permanent nature required in and for such design, execu­
tion, completion and remedying of any defects, insofar as specified 
in, or can be reasonably inferred from, the Contract. 
12.2 The Contractor shall take full responsibility for the adequacy, sta­
bility and safety of all operations and methods of construction under 
the Contract. 
12.3 The Contractor shall comply with Administrative Orders given by the 
Supervisor. Wnere the Contractor considers that the requirements of 
an Administrative Order go beyond the authority of the Supervisor or 
of the scope of the Contract he shall, on pain of being time-barred, 
give notice, with reasons, to the Supervisor within 30 days after re­
ceipt thereof. Execution of the Administrative Order shall not be 
suspended because of this notice. 
- 62 -
12.4 The Contractor shall respect and abide by all laws and regulations in 
force in the State of the Contracting Authority and shall ensure that 
his personnel, their dependents, and his local employees also respect 
and abide by all such laws and regulations. The Contractor shall in­
demnify the Contracting Authority against any claims and proceedings 
arising from any infringement by the Contractor, his employees and 
their dependents of such laws and regulations. 
12.5 If the Contractor or any of his sub-contractors, agents or servants 
offers to give or agrees to offer or to give or gives to any person, 
any bribe, gift, gratuity or commission as an inducement or reward 
for doing or forbearing to do any act in relation to the Contract or 
any other Contract with the Contracting Authority; or for showing 
favour or disfavour to any person in relation to the Contract or any 
other Contract with the Contracting Authority, then the Contracting 
Authority may, without prejudice to any accrued rights of the Con­
tractor under the Contract, terminate the Contract in which case the 
provisions of Articles 63 and 64 hereof shall apply. 
12.6 The Contractor shall treat all documents and information received in 
connection with the Contract as private and confidential, and shall 
not, save insofar as may be necessary for the purposes of the execu­
tion thereof, publish or disclose any particulars of the Contract 
without the prior consent in writing of the Contracting Authority or 
the Supervisor after consultation with the Contracting Authority. If 
any disagreement arises as to the necessity for any publication or 
disclosure for the purpose of the Contract, the decision of the Con­
tracting Authority shall be final. 
12.7 If the Contractor is a joint venture or consortium of two or more 
persons, all such persons shall be jointly and severally bound to 
fulfil the terms of the Contract according to the law of the State of 
the Contracting Authority and shall, at the request of the Contract­
ing Authority, designate one of such persons to act as leader with 
authority to bind the joint venture or consortium. The composition 
or the constitution of the joint venture or consortium shall not be 
altered without the prior consent of the Contracting Authority. 
ARTICLE 13 
Superintendence of the Works 
13.1 The Contractor shall himself superintend the Works or shall appoint a 
representative to do so. Such appointment shall be submitted to the 
Supervisor for approval. The approval may at any time be withdrawn. 
Should the Supervisor refuse to approve, or withdraw approval of the 
appointment, he shall set out the grounds on which his decision is 
based, and the Contractor shall submit an alternative appointment 
without delay. 
- 63 -
13.2 If the Supervisor withdraws his approval of the Contractor's repre­
sentative, the Contractor shall, as soon as is practicable, after re­
ceiving notice of such withdrawal, remove the representative from the 
Works and replace him with another representative approved by the Su­
pervisor. 
13.3 The Contractor's representative shall have full authority to make any 
decision necessary for the execution of the Works, to receive and 
carry out Administrative Orders and to countersign the work register 
referred to in Article 39 or attachment, where appropriate. In any 
event, the Contractor shall be responsible for ensuring that the 
Works are carried out satisfactorily including ensuring that the 
specifications and Administrative Orders are adhered to by his own 
employees and by his sub-contractors and their employees. 
ARTICLE 14 
Staff 
14.1 The persons employed by the Contractor must be sufficient in number, 
and permit the optimum use of the human resources of the State in 
which the Works are located. Such employees must have the skills and 
experience necessary to ensure due progress and satisfactory execu­
tion of the Works. The Contractor shall immediately replace all em­
ployees indicated by the Supervisor as likely to jeopardise the sat­
isfactory execution of the Works. 
14.2 The rates of remuneration and the general working conditions, as laid 
down by the law of the State of the Contracting Authority, shall 
apply as a minimum to employees on the Site. 
ARTICLE IS 
Performance Guarantee 
15.1 The Contractor shall, within 30 days of receipt of the notification 
of the award of Contract, furnish to the Contracting Authority a 
guarantee for the full and proper performance of the Contract. The 
amount of the guarantee shall be as specified in the Special Condi­
tions and shall not exceed 109b of the amount of the Contract Price 
including any amounts stipulated in riders to the Contract, save 
where the Special Conditions provide otherwise. However, it may in 
no case exceed 20% of such price. 
15.2 The performance guarantee shall be held against payment to the Con­
tracting Authority for any loss resulting from the Contractor's fail­
ure to fully and properly perform his obligations under the Contract. 
- 64 -
15.3 The performance guarantee shall be in the format given in the Special 
Conditions, and may be provided in the form of a bank guarantee, a 
banker's draft, a certified cheque, a bond provided by an insurance 
and/or bonding company, an irrevocable letter of credit or a cash de­
posit made with the Contracting Authority. If the performance guaran­
tee is to be provided in the form of a bank guarantee, a banker's 
draft, a certified cheque or a bond, it shall be issued by a bank or 
bonding and/or insurance company approved by the Contracting 
Authority in accordance with the eligibility criteria applicable for 
the award of the Contract. 
15.4 Unless stated otherwise in the Special Conditions, the performance 
guarantee shall be denominated in the types and proportions of cur­
rencies in which the original Contract is payable. 
15.5 No payments shall be made in favour of the Contractor prior to the 
provision of the guarantee. The guarantee shall continue to remain 
valid until the Contract has been fully and properly performed. 
15.6 During the performance of the Contract, if the natural or legal per­
son providing the guarantee is not able to abide by his commitments, 
the guarantee shall cease to be valid. The Contracting Authority 
shall give formal notice to the Contractor to provide a new guarantee 
on the same terms as the previous one. Should the Contractor fail to 
provide a new guarantee, the Contracting Authority may terminate the 
Contract. 
15.7 The Contracting Authority shall demand payment from the guarantee of 
all sums for which the guarantor is liable under the guarantee due to 
the Contractor's default under the Contract, in accordance with the 
terms of the guarantee and up to the value thereof. The guarantor 
shall, without delay, pay those sums upon demand from the Contracting 
Authority and may not raise any objection for any reason whatsoever. 
Prior to making any claim under the performance guarantee, the Con­
tracting Authority shall notify the Contractor stating the nature of 
the default in respect of which the claim is to be made. 
15.8 Unless the Contract provides otherwise the performance guarantee 
shall be released within 30 days of the issue of the signed final 
statement of account referred to in Article 51. 
- 65 -
ARTICLE 16 
Insurance 
16.1 The Contractor shall insure in the joint names of the Contracting Au­
thority and himself against loss or damage for Which he is liable un­
der the Contract. Such insurance shall, unless the Special Condi­
tions provide otherwise, cover:-
a) the Works, together with materials and Plant for incorporation 
therein, to the full replacement cost against all loss or damage 
from whatever cause arising other than from force majeure or risks 
* attributable under the Contract to the Contracting Authority; 
b) an additional sum of 15% of such replacement cost, or as may be 
specified in the Special Conditions, to cover any additional costs 
of and incidental to the rectification of loss or damage including 
professional fees and the cost of demolishing and removing any 
part of the Works and of removing debris of whatever nature; 
c) the Contractor's Equipment and other things brought onto the Site 
by the Contractor, for a sum sufficient to provide their replace­
ment at the Site. 
16.2 The Contractor may substitute the insurance provided for in Article 
16.1 by a global policy of insurance which covers, inter alia, the 
elements of Article 16.1(a), (b) and (c). In such case, the Con­
tractor shall notify the insurer of the Contracting Authority's in­
terest. 
16.3 The Contractor shall take out insurance covering his liability with 
regard to industrial accidents and civil liabilities to any person 
employed by him on the Works, to the Contracting Authority and any 
employee of that authority, arising from the execution of the Works. 
Such liability shall be unlimited in the case of personal injuries. 
16.4 The Contractor shall take out insurance covering liability with re­
gard to risks and civil liability resulting from an act or omission 
attributed to him, to his legal successors or agents. Such insurance 
shall be for at least the amount stated in the Special Conditions. 
Furthermore, he shall ensure that all his sub-Contractors have taken 
out a similar insurance. 
16.5 All the insurance referred to in this Article shall be taken out 
within 30 days of the notification of the award of the Contract, and 
shall be subject to approval by the Contracting Authority. Such in­
surance shall take effect from the commencement of the Works and 
remain in force until final acceptance of the Works. The Contractor 
shall produce to the Contracting Authority the insurance policy and 
shall furnish proof of regular payment of premiums without delay 
whenever he is required to do so by the Contracting Authority or the 
Supervisor. 
- 66 -
16.6 Notwithstanding the obligations of the Contractor to insure in accor­
dance with Article 16, the Contractor shall be solely liable and 
shall indemnify the Contracting Authority and the Supervisor against 
any claims by third parties for damage to property or personal inju­
ries arising from the execution of the Works by the Contractor, his 
sub-contractors and employees in connection with the Works. 
ARTICLE 17 
Performance Programme 
17.1 The Contractor shall draw up, and submit for the approval of the Su­
pervisor, a programme of performance of the Contract, in accordance 
with the Special Conditions. The programme shall contain at least the 
following:-
a) the order in which the Contractor proposes to carry out the Works; 
b) the Time Limits within which submission and approval of the Draw­
ings are required; 
c) a general description of the methods which the Contractor proposes 
to adopt for carrying out the Works, and 
d) such further details and information as the Supervisor may reason­
ably require. 
17.2 The approval of the programme by the Supervisor shall not relieve the 
Contractor from any of his obligations under the Contract. 
17.3 No material alteration to the programme shall be made without the ap­
proval of the Supervisor. If, however, the progress of the Works 
does not conform to the programme, the Supervisor may instruct the 
Contractor to revise the programme and submit the revised programme 
to him for approval. 
ARTICLE 18 
Detailed Breakdown of Prices 
18.1 Wnere appropriate and within a period of not more than 20 days fol­
lowing the Supervisor's reasoned request, the Contractor shall pro­
vide a detailed breakdown of his rates and prices, where such break­
down is required for any purpose under the Contract. 
- 67 -
18.2 After the notification of award, the Contractor shall, within the 
Time Limit stated in the Special Conditions, provide to the Supervi­
sor for his information only, a detailed cash flow estimate, in quar­
terly periods, of all payments which may be due to the Contractor 
under the Contract. The Contractor shall subsequently supply revised 
cash flow estimates at quarterly intervals, if so required by the Su­
pervisor. The Communication shall not impose any liability whatso­
ever on the Contracting Authority or the Supervisor. 
ARTICLE 19 
Contractor's Drawings 
19.1 The Contractor shall submit to the Supervisor for approval:-
a) such drawings, documents, samples and/or models as may be speci­
fied in the Contract within the Time Limits laid down therein or 
in the programme of performance; 
b) such drawings as the Supervisor may reasonably require for the 
performance of the Contract. 
19.2 If the Supervisor fails to notify his decision of approval referred 
to in Article 19.1 within the Time Limits referred to in Contract or 
• the approved programme of performance, such drawings, documents, 
samples or models shall be deemed to be approved at the end of the 
Time Limits specified. If no Time Limit is specified, they shall be 
deemed to be approved 30 days after receipt. 
19.3 Approved Drawings, documents, samples and models shall be signed or 
otherwise identified by the Supervisor and shall not be departed from 
except as otherwise instructed by the Supervisor. Any Contractor's 
drawings, documents, samples or models which the Supervisor fails to 
approve, shall be forthwith modified to meet the requirements of the 
Supervisor and resubmitted by the Contractor for approval. 
19.4 The Contractor shall supply additional copies of approved Drawings in 
the form and numbers stated in the Contract or in subsequent Adminis­
trative Orders. 
19.5 The approval of the Drawings, documents, samples or models by the 
Supervisor shall not relieve the Contractor from any of his obliga­
tions under the Contract. 
19.6 The Supervisor shall have the right at all reasonable times to in­
spect all Contract Drawings, documents, samples or models at the Con­
tractor's premises. 
- 68 -
19.7 Before provisional acceptance of the Works, the Contractor shall sup­
ply operation and maintenance manuals together with drawings, Which 
shall be in such detail as will enable the Contracting Authority to 
operate, maintain, adjust and repair all parts of the Works. Unless 
otherwise stated in the Special Conditions, the manuals and drawings 
shall be in the language of the Contract and in such forms and num­
bers as stated in the Contract. The Works shall not be considered to 
be completed for the purpose of provisional acceptance until such 
manuals and drawings have been supplied to the Contracting Authority. 
ARTICLE 20 
Sufficiency of Tender Prices 
20.1 The Contractor shall be deemed to have inspected and examined the 
Site and its surroundings and to have satisfied himself before sub­
mitting his tender, as to the nature of the ground and sub-soil, and 
to have taken into account the form and nature of the Site, the ex­
tent and nature of the work and materials necessary for the comple­
tion of the Works, the means of communication with and access to the 
Site, the accommodation he may require and in general to have ob­
tained for himself all necessary information as to risks, contingen­
cies and all other circumstances influencing or affecting his tender. 
20.2 The Contractor shall be deemed to have satisfied himself before sub­
mitting his tender as to the correctness and sufficiency of the ten­
der and of the rates and prices stated in the Bill of Quantities or 
Price Schedule which shall, except in so far as it is otherwise pro­
vided in the Contract, cover all his obligations under the Contract. 
20.3 Since the Contractor is deemed to have determined his prices on the 
basis of his own calculations, operations and estimates, he shall 
carry out without additional charge any work which is the subject of 
any item whatsoever in his tender for which he neither indicates a 
unit price nor a firm sum. 
ARTICLE 21 
Exceptional Risks 
21.1 If during the execution of the Works the Contractor encounters arti­
ficial obstructions or physical conditions which could not reasonably 
have been foreseen by an experienced Contractor, and if the Contrac­
tor is of the opinion that additional costs will be incurred and/or 
an extension of the period of performance of the Contract will be 
necessary as a result of this, he shall give notice to the Supervisor 
in accordance with Articles 35 and/or 55. The Contractor shall 
specify in such notice the artificial obstructions and/or physical 
conditions, giving details of the anticipated effects thereof, the 
measures he is taking or intends to take and the extent of the anti­
cipated delay in or interference with the execution of the Works. 
- 69 -
21.2 Following receipt of the notice, the Supervisor may inter alia:-
a) require the Contractor to provide an estimate of the cost of the 
measures he is taking or intends to take; 
b) approve measures referred to in Article 21.2 (a) with or without 
modification; 
c) give written instructions as to how the artificial obstructions or 
physical conditions are to be dealt with; 
d) order a variation, a suspension, or termination of the Contract. 
21.3 To the extent that the Supervisor shall decide that the whole or part 
of the said artificial obstructions or physical conditions could not 
reasonably have been foreseen by an experienced Contractor, the Su­
pervisor shall:-
a) take into account any delay suffered by the Contractor as a result 
of such obstructions or conditions in determining any extension of 
the period of performance to Which the Contractor is entitled un­
der Article 35; and/or 
b) in case of artificial obstructions or physical conditions other 
than weather conditions, determine additional payments due to the 
Contractor in accordance with Article 55. 
21.4 Weather conditions shall not entitle the Contractor to claims under 
Article 55. 
21.5 If the Supervisor decides that the artificial obstructions or physi­
cal conditions could, in whole or in part, have been reasonably fore­
seen by an experienced Contractor, he shall so inform the Contractor 
as soon as practicable. 
ARTICLE 22 
Security of Sites 
22.1 The Contractor shall have the right to forbid access to the site to 
any person not involved in the performance of the Contract, with the 
exception of persons authorised by the Supervisor. 
22.2 The Contractor shall ensure the security of sites during the whole 
period of execution and shall be responsible for taking the necessary 
steps, in the interests of his employees, agents of the Contracting 
Authority and third parties, to prevent any loss or accident which 
may result from carrying out the Works. 
70 -
22.3 The Contractor shall take all essential steps, on his own responsi­
bility and at his expense, to ensure that existing structures and in­
stallations are protected, preserved and maintained. He shall be re­
sponsible for providing and maintaining at his own expense all light­
ing, protection, fencing and security equipment which proves neces­
sary for the proper performance of the Works or Which may reasonably 
be required by the Supervisor. 
22.4 If, during the performance of the Contract, urgent measures are nec­
essary to obviate any risk of accident or damage or to ensure secu­
rity following any accident or damage, the Supervisor shall give for­
mal notice to the Contractor to do what is necessary. If the Con­
tractor is unwilling or unable to undertake the necessary measures, 
the Supervisor may carry out the work at the expense of the Contrac­
tor to the extent that the Contractor is liable. 
ARTICLE 23 
Safeguarding Adjacent Properties 
23.1 On his own responsibility and at his expense, the Contractor shall 
take all the precautions required by good construction practice and 
by the prevailing circumstances to safeguard adjacent properties and 
avoid causing any abnormal disturbance therein. 
23.2 The Contractor shall indemnify the Contracting Authority against the 
financial consequences of all claims by neighbouring landowners or 
residents to the extent that the Contractor is liable and to the ex­
tent that the damage to adjacent properties is not the result of a 
hazard created through the design or method of construction imposed 
by the Contracting Authority or the Supervisor upon the Contractor. 
ARTICLE 24 
Interference with Traffic 
24.1 The Contractor shall ensure that the Works and installations do not 
cause damage to, or obstruct traffic on, communication links such as 
roads, railways, waterways and aerodromes, save as permitted under 
the Special Conditions. He shall, in particular, take account of 
weight restrictions when selecting routes and vehicles. 
24.2 Any special measures which the Contractor considers necessary or 
which are specified in the Special Conditions or which are required 
by the Contracting Authority in order to protect or strengthen sec­
tions of roads, tracks or bridges, shall be at the expense of the 
Contractor, whether or not they are carried out by the Contractor. 
The Contractor shall inform the Supervisor of any special measures he 
intends to take before carrying them out. The repair of any damage 
caused to roads, tracks or bridges by the transport of materials, 
Plant or Equipment shall be at the expense of the Contractor. 
- 71 -
ARTICLE 25 
Cables and Conduits 
25.1 Where, in the course of carrying out the Works, the Contractor en­
counters bench-marks indicating the course of underground cables, 
conduits and installations, he shall keep such bench-marks in posi­
tion or replace them, should execution of the Works have necessitated 
their temporary removal. Such related operations require the autho­
rization of the Supervisor. 
25.2 The Contractor shall be responsible for the preservation, removal and 
replacement, as the case may be, of the cables, conduits and instal­
lations specified by the Contracting Authority in the Contract and 
for the cost thereof. 
25.3 Wnere the presence of cables, conduits and installations has not been 
specified in the Contract but is revealed by bench-marks and refer­
ences, the Contractor shall be under a general duty of care and simi­
lar obligations regarding preservation, removal and replacement to 
those set out above. In this case, the Contracting Authority shall 
compensate him for expenditure, to the extent that such work is nec­
essary for the execution of the Contract. 
25.4 However, the obligations to remove and replace cables, conduits and 
installations and the expenditure resulting therefrom shall not be 
the responsibility of the Contractor if the Contracting Authority de­
cides to accept that responsibility. The same shall apply where this 
obligation and the expenditure resulting therefrom devolve upon 
another specialist administration or an agent. 
25.5 When any work on the Site is likely to cause disturbances in or dam­
age to a public utility service, the Contractor shall immediately in­
form the Supervisor in writing, giving a reasonable period of notice 
so that suitable measures can be taken in time to allow work to con­
tinue normally. 
ARTICLE 26 
Setting-Out 
26.1 The Contractor shall be responsible for: 
a) the accurate setting-out of the Works in relation to original 
marks, lines and levels of reference given by the Supervisor; 
b) the correctness, of the position, levels, dimensions and alignment 
of all parts of the Works, and 
c) the provision of all necessary instruments, appliances and labour 
in connection with the foregoing responsibilities. 
- 72 
26.2 If, at any time during the execution of the Works, any error appears 
in the position, levels, dimensions or alignment of any part of the 
Works, the Contractor, shall, if the Supervisor so requires, at the 
Contractor's cost, rectify such error to the satisfaction of the 
Supervisor, unless such error is based on incorrect data supplied by 
the Supervisor, in which case the Contracting Authority shall be re­
sponsible for the cost of rectification. 
26.3 The checking of any setting-out or of any line or level by the Super­
visor shall not in anyway relieve the Contractor of his responsibil­
ity for the accuracy thereof and the Contractor shall carefully pro­
tect and preserve all bench-marks, sight-rails, pegs and other items 
used in setting-out the Works. 
ARTICLE 27 
Demolished Materials 
27.1 Wnere the Contract includes demolition work, materials and articles 
obtained therefrom shall, unless the Special Conditions and/or the 
law of the State of the Contracting Authority otherwise provide and 
subject to the provisions of Article 28, be the property of the Con­
tractor. 
27.2 Should the Special Conditions reserve to the Contracting Authority 
the right of ownership of materials or all or part of the articles 
obtained from the demolition work, the Contractor shall take all the 
necessary precautions to ensure that these are preserved. He shall 
be liable for any destruction of, or damage to, such materials or ar­
ticles caused by him or his agents. 
27.3 Irrespective of the use to which the Contracting Authority intends to 
put the materials or articles, in respect of which he reserves the 
right of ownership, all costs incurred in transporting and storing 
them and all warehouse charges at the place indicated by the Supervi­
sor shall be borne by the Contractor for any carriage not exceeding 
100 metres. 
27.4 Save where the Special Conditions provide otherwise, the Contractor 
shall, at his expense, progressively remove rubble and other demoli­
tion materials, rubbish and debris from the site. 
ARTICLE 28 
Discoveries 
28.1 Discoveries of any interest whatsoever made during excavation or dem­
olition work shall be brought immediately to the attention of the Su­
pervisor. The Supervisor shall decide how such discoveries are to be 
dealt with, taking due account of the law of the State of the Con­
tracting Authority. 
- 73 -
28.2 The Contracting Authority reserves the right of ownership of materi­
als found during the excavation and demolition work carried out on 
land belonging to him, subject to compensating the Contractor for any 
special efforts. 
28.3 Artifacts, antiquities and natural, numismatic, or other objects 
which are of scientific interest, and also rare objects or objects 
made of precious metals found during excavation or demolition work 
shall be the property of the Contracting Authority. 
28.4 In the event of disagreements, the Contracting Authority shall have 
sole authority to decide as to the qualifications set out in Articles 
28.1 and 28.3. 
ARTICLES 29 
Temporary Wbrks 
29.1 The Contractor shall carry out at his expense all the temporary works 
to enable the Works to be carried out. He shall submit to the Super­
visor the drawings for temporary works which he intends to use, such 
as cofferdams, scaffolding, trusses and shuttering. He shall take 
into account any observations made to him by the Supervisor while as­
suming responsibility for these drawings. 
29.2 Wiere the design of particular temporary works is specified in the 
Special Conditions to be the responsibility of the Contracting Au­
thority, the Supervisor shall provide the Contractor with all Draw­
ings necessary in reasonable time to enable the Contractor to under­
take the temporary works in accordance with his programme. In such 
cases, the Contracting Authority shall be solely responsible for the 
safety and adequacy of the design. However, the Contractor shall be 
responsible for the proper construction. 
ARTICLE 30 
Soil Studies 
Subject to the Special Conditions and to the technical specifica­
tions, the Contractor shall make available to the Supervisor, the 
personnel and Equipment necessary for carrying out any soil survey 
which the Supervisor considers reasonably necessary. The Contractor 
shall be compensated for the actual cost of the manpower and Equip­
ment used or made available in such work, if not already provided for 
in the Contract. 
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ARTICLE 31 
Overlapping Contracts 
31.1 The Contractor shall, in accordance with the requirements of the Su­
pervisor, afford all reasonable opportunities for carrying out their 
work to any other contractors employed by the Contracting Authority 
and their workmen, to the workmen of the Contracting Authority and of 
any other public authorities who may be employed on or near the Site 
in the execution of any work not included in the Contract, or of any 
Contract which the Contracting Authority may enter into in connection 
with, or ancillary to, the Works. 
31.2 If, however, the Contractor, on the written request of the Supervi­
sor, makes available to any such contractor, or public authority, or 
to the Contracting Authority, any roads or ways for the maintenance 
of which the Contractor is responsible, or permits the use by any 
such other persons of the Contractor's temporary works, scaffolding 
or other Equipment on the Site, or provides any other service of 
whatsoever nature, which was not provided for in the Contract, the 
Contracting Authority shall pay to the Contractor in respect of such 
use or service, such sums and/or grant such extension of time, as 
shall, in the opinion of the Supervisor, be reasonable. 
31.3 The Contractor shall not by reason of Article 31 be relieved of any 
of his obligations under the Contract nor shall he be entitled to any 
claims other than those provided for in Article 31.2. 
ARTICLE 32 
Patents and Licences 
Save where otherwise provided in the Special Conditions, the Contrac­
tor shall indemnify the Contracting Authority and the Supervisor 
against any claim resulting from the use as specified in the Contract 
of patents, licences, Drawings, designs, models, or brand or trade 
marks, except where such infringement results from compliance with 
the design or specification provided by the Contracting Authority 
and/or the Supervisor. 
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(IMvCNCEMENT AND DELAYS 
ARTICLE 33 
Commencement Orders 
33.1 The Contracting Authority shall fix the date on which performance of 
the Contract is to commence, and advise the Contractor either in the 
notification of award of Contract or by Administrative Order issued 
by the Supervisor. 
33.2 The date for commencing performance shall be not later than 180 days 
following notification of award of Contract unless agreed otherwise 
by the parties. 
ARTICLE 34 
Period of Performance 
The period of performance shall commence on the date fixed in accor­
dance with Article 33.1 and shall be as stated in the Contract, with­
out prejudice to extensions of the period which may be granted under 
Article 35. 
ARTICLE 35 
Extension of Period of Performance 
35.1 The Contractor may request an extension to the period of performance 
if he is or will be delayed in completing the Contract by any of the 
following causes:-
a) exceptional weather conditions in the State of the Contracting Au­
thority; 
b) artificial obstructions or physical conditions which could not 
reasonably have been foreseen by an experienced contractor; 
c) Administrative Orders affecting the date of completion other than 
those arising from the Contractor's default; 
d) failure of the Contracting Authority to fulfil his obligations un­
der the Contract; 
e) any suspension of the Works which is not due to the Contractor's 
default; 
- 76 -
f) force majeure; 
g) any other causes referred to in these General Conditions Which are 
not due to the Contractor's default. 
35.2 The Contractor shall, within 30 days of becoming aware that delay may 
occur, notify the Supervisor of his intention to make a request for 
extension of the period of performance to which he may consider him­
self entitled, and shall, as soon thereafter as is reasonable in the 
circumstances, deliver to the Supervisor full and detailed particu­
lars of the request, in order that such request may be investigated 
at the time. 
35.3 The Supervisor shall, by written notice to the Contractor after due 
consultation with the Contracting Authority and, where appropriate, 
the Contractor, grant such extension of the period of performance as 
may be justified, either prospectively or retrospectively, or inform 
the Contractor that he is not entitled to an extension. 
ARTICLE 36 
Delays in Performance 
36.1 If the Contractor fails to complete the Works within the time pe-
riod(s) specified in the Contract, the Contracting Authority shall, 
without formal notice and without prejudice to his other remedies un­
der the Contract be entitled to Liquidated Damages for every day or 
part thereof which shall elapse between the end of the period speci­
fied for performance or extended period of performance under Article 
35 and the actual date of completion, at the rate and up to the maxi­
mum amount specified in the Special Conditions. If the Works have 
been the subject of partial acceptance in accordance with Article 59, 
the Liquidated Damages specified in the Special Conditions may be re­
duced in the proportion which the value of the accepted part bears to 
the value of the whole of the Works. 
36.2 If the Contracting Authority has become entitled to the maximum claim 
under Article 36.1 he may, after giving notice to the Contractor:-
a) seize the performance guarantee; and/or 
b) terminate the Contract; and 
c) enter into a contract with a third party at the Contractor's cost 
for the provision of the balance of the Works 
- 77 -
ARTICLE 37 
Variations 
37.1 The Supervisor shall have power to order any variation to any part of 
the Works necessary for the proper completion and/or functioning of 
the Works. Such variations may include additions, omissions, substi­
tutions, changes in quality, quantity, form, character, kind, posi­
tion, dimension, level or line and changes in the specified sequence, 
method or timing of execution of the Works. No order for a variation 
shall have the effect of invalidating the Contract, but the financial 
effect, if any, of all such variations shall be valued in accordance 
with Articles 37.5 and 37.7. 
37.2 No variation shall be made except by Administrative Order, provided 
that:-
a) if for any reason, the Supervisor shall find it necessary to give 
an order orally, he shall as soon as possible thereafter confirm 
the order by an Administrative Order; 
b) if the Contractor shall confirm in writing an oral order given for 
the purpose of Article 37.2 (a) and the confirmation shall not be 
contradicted in writing forthwith by the Supervisor, an Adminis­
trative Order shall be deemed to have been issued for the varia­
tion; 
c) an Administrative Order for variation shall not be required for 
increase or decrease in the quantity of any work where such in­
crease or decrease is the result of the quantity exceeding or 
being less than that stated in the Bill of Quantities or Price 
Schedule. 
37.3 Save as provided by Article 37.2, prior to any Administrative Order 
for variation, the Supervisor shall notify the Contractor of the 
nature and form of such variation. As soon as possible, after re­
ceiving such notice, the Contractor shall submit to the Supervisor a 
proposal containing:-
a) a description of the tasks, if any, to be performed or the mea­
sures to be taken and a programme for execution; and 
b) any necessary modifications to the programme of performance or to 
any of the Contractor's obligations under the Contract; and 
c) any adjustment to the Contract Price in accordance with the rules 
as set out in Article 37. 
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37.4 Following the receipt of the Contractor's submission referred to in 
Article 37.3, the Supervisor shall, after due consultation with the 
Contracting Authority and, where appropriate, the Contractor, decide 
as soon as possible whether or not the variation shall be carried 
out. If the Supervisor decides that the variation shall be carried 
out he shall issue the Administrative Order stating that the varia­
tion shall be carried out at the prices and under the conditions 
given in the Contractor's submission referred to in Article 37.3 or 
as modified by the Supervisor in accordance with Article 37.5. 
37.5 The prices for all variations ordered by the Supervisor in accordance 
with Articles 37.2 and 37.4 shall be ascertained by the Supervisor in 
accordance with the following principles:-
a) where work is of similar character and executed under similar con­
ditions to work priced in the Bill of Quantities or Price Schedule 
it shall be valued at such rates and prices contained therein; 
b) where work is not of a similar character or is not executed under 
similar conditions, the rates and prices in the Contract shall be 
used as the basis for valuation so far as is reasonable, failing 
Which, a fair valuation shall be made by the Supervisor; 
c) if the nature or amount of any variation relative to the nature or 
amount of the whole of the Contract or to any part thereof shall 
be such that in the opinion of the Supervisor any rate or price 
contained in the Contract for any item of work is by reason of 
such variation rendered unreasonable, then the Supervisor shall 
fix such rate or price as in the circumstances he shall think rea­
sonable and proper; 
d) where a variation is necessitated by default or breach of Contract 
by the Contractor, any additional cost attributable to such varia­
tion shall be borne by the Contractor. 
37.6 On receipt of the Administrative Order requesting the variation, the 
Contractor shall proceed to carry out the variation and be bound by 
these General Conditions in so doing as if such variation were stated 
in the Contract. The Works shall not be delayed pending the granting 
of any extension of time for completion or adjustment to the Contract 
Price. Where the order for a variation precedes the adjustment to 
the Contract Price, the Contractor shall keep records of the costs of 
undertaking the variation and of time expended thereon. Such records 
shall be open to inspection by the Supervisor at all reasonable 
times. 
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37.7 Wiere on provisional acceptance, an increase or reduction in the to­
tal value of the Works resulting from an Administrative Order, or 
from some other circumstance which is not caused by the Contractor's 
default, exceeds 15% of the Contract price, the Supervisor shall, 
after consultation with the Contracting Authority and the Contractor 
determine any additions to or reduction from the Contract Price as a 
consequence of the application of Article 37.5. The sum so deter­
mined shall be based on the amount by which the increase or decrease 
in value of the Works exceeds 15%. The sum shall be notified by the 
Supervisor to the Contracting Authority and the Contractor and the 
Contract Price adjusted accordingly. 
ARTICLE 38 
Suspension 
38.1 The Contractor shall, on the order of the Supervisor, suspend the 
progress of the Works or any part thereof for such time or times and 
in such manner as the Supervisor may consider necessary. 
38.2 During the period of suspension, the Contractor shall take such pro­
tective measures as may be necessary to safeguard the Works, Plant, 
Equipment and Site against any deterioration, loss or damage. Addi­
tional expenses incurred in connection with such protective measures 
shall be added to the Contract Price, unless such suspension is:-
a) otherwise provided for in the Contract; or 
b) necessary by reason of some default of the Contractor; or 
c) necessary by reason of normal climatic conditions on Site; or 
d) necessary for the safety or the proper execution of the Works or 
any part thereof insofar as such necessity does not arise from any 
act or default by the Supervisor or the Contracting Authority or 
from any of the exceptional risks referred to in Article 21. 
38.3 The Contractor shall not be entitled to such additions to the Con­
tract Price unless he notifies the Supervisor, within 30 days after 
receipt of the order to suspend the Works, of his intention to make a 
claim for them. 
38.4 The Supervisor, after consultation with the Contracting Authority and 
the Contractor, shall determine such extra payment and/or extension 
of the period of performance to be made to the Contractor in respect 
of such claim as shall, in the opinion of the Supervisor, be fair and 
reasonable. 
38.5 If the period of suspension exceeds 180 days and the suspension is 
not due to the Contractor's default, the Contractor may, by notice to 
the Supervisor, request permission to proceed within 30 days or ter­
minate the Contract. 
- 80 -
MATERIALS ATO WORKMANSHIP 
ARTICLE 39 
Work Register 
39.1 A work register shall, unless otherwise provided by the Special Con­
ditions, be kept on the Site by the Supervisor, who shall enter in it 
at least the following information:-
a) the weather conditions, interruptions of work owing to inclement 
weather, hours of work, number and type of workmen employed on the 
Site, materials supplied, equipment in use, equipment not in work­
ing order, tests carried out in situ, samples dispatched, unfore­
seen circumstances, as well as orders given to the Contractor; 
b) detailed statements of all the quantitative and qualitative ele­
ments of the work done and the supplies delivered and used, capa­
ble of being checked on the Site and relevant in calculating pay­
ments to be made to the Contractor. 
39.2 The statements shall form an integral part of the work register but 
may, where appropriate, be recorded in separate documents. The tech­
nical rules for drawing up the statements shall be as set out in the 
Special Conditions. 
39.3 The Contractor shall ensure that statements are drawn up, in good 
time and in accordance with the Special Conditions, in respect of 
work, services and supplies which cannot be measured or verified sub­
sequently; failing this, he shall accept the decisions of the Super­
visor unless, at his own expense, he provides evidence to the con­
trary. 
39.4 Entries made in the work register as work progresses shall be signed 
by the Supervisor and countersigned by the Contractor or his repre­
sentative. If the Contractor objects, he shall communicate his views 
to the Supervisor within 15 days following the date on which the en­
try or the statements objected to are recorded. Should he fail to 
countersign or to submit his views within the period allowed, the 
Contractor shall be deemed to agree with the notes shown in the reg­
ister. The Contractor may examine the work register at any time and 
may, without removing the document, make or receive a copy of entries 
which he considers necessary for his own information. 
39.5 The Contractor shall, on request, provide the Supervisor with the in­
formation needed to keep the work register in good order. 
- 81 -
ARTICLE 40 
Quality of Works and Materials 
40.1 The Works, components and materials shall conform to the specifica­
tions, Drawings, surveys, models, samples, patterns and other re­
quirements in the Contract which shall be held at the disposal of the 
Contracting Authority or the Supervisor for the purposes of identifi­
cation throughout the period of performance. 
40.2 Any preliminary technical acceptance stipulated in the Special Condi­
tions shall be the subject of a request sent by the Contractor to the 
Supervisor. The request shall indicate the reference to the Con­
tract, the lot number and the place where such acceptance is to take 
place, as appropriate. The components and materials specified in the 
request must be certified by the Supervisor as meeting the require­
ments for such acceptance prior to their incorporation in the Works. 
40.3 Even if materials or items to be incorporated in the Works or in the 
manufacture of components have been technically accepted in this way, 
they may still be rejected and must be replaced immediately by the 
Contractor if a further examination reveals defects or faults. The 
Contractor may be given the opportunity to repair and make good mate­
rials and items which have been rejected, but such materials and 
items will be accepted for incorporation in the Works only if they 
have been repaired and made good to the satisfaction of the Supervi­
sor. 
ARTICLE 41 
Inspection and Testing 
41.1 The Contractor shall ensure that the components and materials are de­
livered to the Site in time to allow the Supervisor to proceed with 
acceptance of the components and materials. The Contractor is deemed 
to have fully appreciated the difficulties which he might encounter 
in this respect, and he shall not be permitted to advance any grounds 
for delay in fulfilling his obligations. 
41.2 The Supervisor shall be entitled, either by himself or his agent, to 
inspect, examine, measure and test the components, materials and 
workmanship, and check the progress of preparation, fabrication or 
manufacture of anything being prepared, fabricated or manufactured 
for delivery under the Contract in order to establish whether the 
components, materials and workmanship are of the requisite quality 
and quantity. This shall take place at the place of manufacture, fab­
rication, preparation or on the Site or at such other places as may 
be specified in the Contract. 
82 -
41.3 For the purposes of such tests and inspections, the Contractor 
shall:-
a) provide to the Supervisor, temporarily and free of charge, such 
assistance, test samples, parts, machines, equipment, tools or ma­
terials and labour as are normally required for inspection and 
testing; 
b) agree, with the Supervisor, on the time and place for tests; 
c) provide access for the Supervisor at all reasonable times to the 
place where the tests are to be carried out. 
41.4 If the Supervisor is not present on the date agreed for tests, the 
Contractor may, unless otherwise instructed by the Supervisor, pro­
ceed with the tests, which shall be deemed to have been made in the 
Supervisor's presence. The Contractor shall forthwith forward duly 
certified copies of the test results to the Supervisor, who shall, if 
he has not attended the test, be bound by the test results. 
41.5 Wnen components and materials have passed the tests referred to in 
Article 41, the Supervisor shall notify the Contractor or endorse the 
Contractor's certificate to that effect. 
41.6 If the Supervisor and the Contractor disagree on the test results, 
each shall give a statement of his views to the other within 15 days 
after such disagreement arises. The Supervisor or the Contractor may 
require such tests to be repeated on the same terms and conditions 
or, if either party so requests, by an expert to be selected by 
common consent. All test reports shall be submitted to the Supervisor 
who shall communicate the results of these tests without delay to the 
Contractor. The results of the retesting shall be conclusive. The 
cost of the retesting shall be borne by the party whose views are 
proved wrong by the retesting. 
41.7 In the performance of his duties, the Supervisor and all persons au­
thorized by him shall disclose only to those persons who are entitled 
to know of it information which he has obtained by reason of his in­
spection and testing of the methods of manufacture and operation of 
the undertaking. 
- 83 -
ARTICLE 42 
Rejection 
42.1 Components and materials which are not of the specified quality shall 
be rejected. A special mark may be applied to the rejected compo­
nents or materials. This shall not be such as to alter them or af­
fect their commercial value. Rejected components and materials shall 
be removed by the Contractor from the Site within a period which the 
Supervisor shall specify, failing which they shall be removed by the 
Supervisor as of right at the expense and risk of the Contractor. 
Any work incorporating rejected components or materials shall be re­
jected. 
42.2 The Supervisor shall, during the progress of the Works and before the 
Works are taken over have the power to order or decide:-
a) the removal from the Site, within such Time Limits as may be spec­
ified in the order, of any components or materials which, in the 
opinion of the Supervisor, are not in accordance with the Con­
tract; 
b) the substitution of proper and suitable components or materials; 
or 
c) the demolition and proper re-execution, or satisfactory repair, 
notwithstanding any previous test thereof or interim payment 
therefor, of any work which, in respect of components, materials, 
workmanship or design by the Contractor for which he is responsi­
ble, is not, in the opinion of the Supervisor, in accordance with 
the Contract. 
42.3 The Supervisor shall, as soon as reasonably practicable, give to the 
Contractor notice in writing of his decision specifying particulars 
of the alleged defects. 
42.4 The Contractor shall with all speed and at his expense make good the 
defects so specified. If the Contractor does not comply with such 
order, the Contracting Authority shall be entitled to employ other 
persons to carry out the same and all expenses consequent thereon or 
incidental thereto may be deducted by the Contracting Authority from 
any monies due or which may become due to the Contractor. 
42.5 The provisions of Article 42 shall not affect the right of the Con­
tracting Authority to claim under Articles 36 and 63. 
- 84 -
ARTICLE 43 
Property in Plant and Materials 
43.1 All Equipment, temporary works, Plant and materials provided by the 
Contractor shall, when brought on the Site, be deemed to be ex­
clusively intended for the execution of the Works and the Contractor 
shall not remove the same or any part thereof, except for the purpose 
of moving it from one part of the Site to another, without the con­
sent of the Supervisor. Such consent shall, however, not be required 
for vehicles engaged in transporting any staff, labour, Equipment, 
temporary works, Plant or materials to or from the Site. 
43.2 The Special Conditions may provide that all Equipment, temporary 
works, Plant and materials on Site owned by the Contractor or by any 
company in which the Contractor has a controlling interest shall, for 
the duration of the execution of the Works, be:-
a) vested in the Contracting Authority; or 
b) made subject to a lien in favour of the Contracting Authority; or 
c) made subject to any other arrangement regarding priority interest 
or security. 
43.3 In the event of termination of the Contract in accordance with 
Article 63 due to the Contractor's breach of Contract, the 
Contracting Authority shall be entitled to use the Equipment, tempo­
rary works, Plant and materials on Site in order to complete the 
Works. 
43.4 Any agreement for the hire by the Contractor of Equipment, temporary 
works, Plant or materials brought onto the Site, shall contain a pro­
vision that on request in writing made by the Contracting Authority 
within 7 days after the date on which the termination under Article 
64 becomes effective, and on the Contracting Authority undertaking to 
pay all hire charges in respect thereof from such date, the owner 
thereof will hire such Equipment, temporary works, Plant or materials 
to the Contracting Authority on the same terms as they were hired by 
the Contractor, save that the Contracting Authority shall be entitled 
to permit the use thereof by any other contractor employed by him for 
completing the Works under the provisions of Article 64.3 
43.5 Upon termination of the Contract before completion of the Works, the 
Contractor shall deliver to the Contracting Authority any Plant, tem­
porary works, Equipment or materials the property in which has vested 
in the Contracting Authority or been made subject to a lien by virtue 
of Article 43.2. If he fails to do so, the Contracting Authority may 
take such appropriate action as it deems fit in order to obtain pos­
session of such Plant, temporary works, Equipment, and materials and 
recover the cost of so doing from the Contractor. 
-85 -
PAMANTS 
ARTICLE 44 
General Provisions 
44.1 Payments shall be made in the National Currency except as otherwise 
stipulated in the Contract. 
44.2 The administrative or technical conditions to which the payment of 
advances, interim and/or final payments made in accordance with 
Articles 45 to 56 are subject, shall be as stated in the Special Con­
ditions. 
ARTICLE 45 
Provisional Price Contracts 
45.1 In exceptional cases, where a provisional price contract has been 
awarded, the amounts payable under the Contract shall be calculated 
as follows:-
a) as for cost-plus Contracts in Article 49.1 (c); or 
b) initially on the basis of provisional prices and, after the condi­
tions for performing the Contract are known, as for lump-sum Con­
tracts or unit price Contracts in Article 49.1 (a) and (b) respec­
tively, or as in a composite contract. 
45.2 The Contractor shall supply such information as the Contracting 
Authority or the Supervisor may reasonably require in respect of any 
matter relating to the Contract for the purpose of the calculation. 
Wnere agreement cannot be reached on the valuation of the Works, the 
amounts payable shall be determined by the Supervisor. 
ARTICLE 46 
Advances 
46.1 If the Special Conditions so provide, advances shall be granted to 
the Contractor, at his request, for operations connected with the ex­
ecution of the Works, in the cases listed hereinafter:-
a) as a lump-sum advance enabling him to meet expenditure resulting 
from the commencement of the Contract; 
- 86 -
b) if he affords proof of the conclusion of a Contract for the pur­
chase or order of materials, Plant, Equipment, machines and tools, 
necessary for the execution of the Contract, and of any other sub­
stantial prior expenses such as the acquisition of patents or 
study costs. 
46.2 The Special Conditions shall state the amount of the advances which 
shall not exceed 10% of the original Contract Price in respect of the 
lump-sum advance in Article 46.1(a) and 20% of such prices for all 
other advances in Article 46.1(b). 
46.3 No advance shall be granted until:-
a) the conclusion of the Contract; 
b) provision to the Contracting Authority by the Contractor of the 
performance guarantee in accordance with Article 15; and 
c) provision to the Contracting Authority by the Contractor of a sep­
arate directly liable guarantee for the full amount of the advance 
by the institutions referred to in Article 15.3, which shall re­
main effective until the advance has been completely repaid by the 
Contractor out of interim payments under the Contract. 
46.4 The Contractor shall use the advance exclusively for operations con­
nected with the execution of the Works. Should the Contractor misuse 
any portion of the advance, it shall become due and repayable immedi­
ately and no further advance payments will be made to him. 
46.5 Should the advance guarantee cease to be valid and the Contractor 
fail to re-validate it, either a deduction equal to the amount of the 
advance may be made by the Contracting Authority from future payments 
due to the Contractor under the Contract, or the Contracting 
Authority may apply the provisions of Article 15.6. 
46.6 If the Contract is terminated for any reason whatsoever, the guaran­
tees securing the advances may be invoked forthwith in order to repay 
the balance of the advances still owed by the Contractor, and the 
guarantor shall not delay payment or raise objection for any reason 
whatever. 
46.7 The advance guarantee provided for in Article 46 shall be released as 
and when advances are repaid. 
46.8 Further conditions and procedures for granting and repaying advances 
shall be as laid down in the Special Conditions. 
- 87 -
ARTICLE 47 
Retention Sum 
47.1 The sum which shall be retained from interim payments byway of guar­
antee to meet the Contractor's obligations during the Maintenance Pe­
riod, and the detailed rules governing that guarantee, shall be stip­
ulated in the Special Conditions, provided that it shall, in no case, 
exceed 10% of the Contract Price. 
47.2 Subject to the approval of the Contracting Authority, the Contractor 
may, if he so wishes, substitute, not later than the date fixed for 
the commencement of the Works, these retention sums by a retention 
guarantee issued in accordance with Article 15.3. 
47.3 The sum retained or the retention guarantee shall be released within 
90 days of the date of final acceptance of the Works. 
ARTICLE 48 
Revision of Prices 
48.1 Unless otherwise stipulated in the Special Conditions, and except as 
provided in Article 48.4, the Contract shall be at fixed prices which 
shall not be revised. 
48.2 Wiere prices may be revised under the Contract, such revision shall 
take into account variations in the prices of significant local or 
external elements which served as a basis for the calculation of the 
tender price, such as manpower, services, materials and supplies, as 
well as charges laid down by law or regulation. The detailed rules 
for the revision shall be as laid down in the Special Conditions. 
48.3 Prices contained in the Contractor's tender shall be deemed:-
a) to have been arrived at on the basis of the conditions in force 30 
days prior to the latest date fixed for submission of tenders; or 
in the case of direct agreement Contracts, on the date the Con­
tract; 
b) to have taken account of the legislation and the relevant tax ar­
rangements applicable at the reference date fixed in Article 48.3 
(a). 
48.4 In the event of changes to, or introduction of, any national or State 
statute, ordinance, decree or other law, or any regulation or bye-law 
of any local or other public authority, after the date stated in Ar­
ticle 48.3 which causes a change in the contractual relationship be­
tween the parties to the Contract, the Contracting Authority and the 
Contractor shall consult on how best to proceed further under the 
Contract, and may as a result of such consultation decide:-
- 88 -
a) to modify the Contract; or 
b) on payment of compensation for the resulting imbalance by one 
party to the other; or 
c) to terminate the Contract by mutual agreement. 
48.5 In the event of a delay in the execution of the Works for which the 
Contractor is responsible, or at the end of the period of performance 
revised as necessary in accordance with the Contract, there shall be 
no further revision of prices within the 30 days before provisional 
acceptance, except for the application of new price indexation, if 
this is to the benefit of the Contracting Authority. 
ARTICLE 49 
Measurement 
49.1 The following methods shall apply to the valuation of Works Con­
tracts: 
a) For lump-sum contracts, the amount due under the Contract shall be 
determined on the basis of the breakdown of the overall Contract 
Price, or on the basis of a breakdown expressed as a percentage of 
the Contract Price corresponding to completed stages of the Works. 
Wnere items are accompanied by quantities, these shall be firm 
quantities for which the Contractor has submitted his all-in 
price, and shall be paid for irrespective of the quantities of 
work actually carried out. 
b) For unit price contracts:-
i) the amount due under the Contract shall be calculated by ap­
plying the unit rates to the quantities actually executed for 
the respective items, in accordance with the Contract; 
ii) the quantities set out in the Bill of Quantities shall be the 
estimated quantities of the Works, which shall not be taken 
as the actual and correct quantities of the Works to be exe­
cuted by the Contractor in fulfillment of his obligations un­
der the Contract; 
iii) the Supervisor shall determine by measurement the actual 
quantities of the Works executed by the Contractor, and these 
shall be paid for in accordance with Article 50. Unless 
otherwise provided in the Special Conditions no additions 
shall be made to the items in the Bill of Quantities except 
as a result of a variation in accordance with Article 37 or 
other provision of the Contract entitling the Contractor to 
additional payment; 
- 89 -
iv) the Supervisor shall, when he requires any parts of the Works 
to be measured, give reasonable notice to the Contractor to 
attend, or to send a qualified agent to represent him. The 
Contractor or his agent shall assist the Supervisor in making 
such measurements and shall furnish all particulars required 
by the Supervisor. Should the Contractor not attend, or omit 
to send such agent, the measurement made by the Supervisor or 
approved by him shall be binding on the Contractor; 
v) the Works shall be measured net, notwithstanding any general 
or local custom, except where otherwise provided for in the 
Contract. 
c) For cost-plus contracts, the amount due under the Contract shall 
be determined on the basis of actual costs with an agreed addition 
for overheads and profit. The Special Conditions shall stipulate 
the information which the Contractor is required to submit to the 
Supervisor for the purpose of Article 49.1(c) and the manner in 
which it should be submitted. 
49.2 Wnere an item in the Contract is indicated as "provisional" the Pro­
visional Sum set aside for it shall not be taken into account in cal­
culating the percentages referred to in Article 37. 
ARTICLE 50 
Interim Payments 
50.1 Unless otherwise specified in the Special Conditions, the Contractor 
shall submit an application for interim payment to the Supervisor at 
the end of each period referred to in Article 50.7 in a form approved 
by the Supervisor. The application shall include the following 
items, as applicable:-
a) the estimated Contract value of the permanent Works executed up 
to the end of the period in question; 
b) an amount reflecting any revision of prices pursuant to Article 
48; 
c) an amount to be withheld as retention sum under of Article 47; 
d) any credit and/or debit for the period in question in respect of 
Plant and materials on Site intended for, but not yet incorporated 
in, the permanent Works in the amount and under the conditions set 
out in Article 50.2; 
e) an amount to be deducted on account of the advance repayment under 
the provisions of Article 46; and 
f) any other sum to which the Contractor may be entitled under the 
Contract. 
- 90 -
50.2 The Contractor shall be entitled to such sums as the Supervisor may 
consider proper in respect of Plant and materials intended for, but 
not yet incorporated in, the permanent Works provided that:-
a) the Plant and materials conform with the specifications for the 
permanent Works and are set out in batches in a way that they may 
be recognised by the Supervisor; 
b) such Plant and materials have been delivered to the Site, and are 
properly stored and protected against loss or damage or deteriora­
tion to the satisfaction of the Supervisor; 
c) the Contractor's record of requirements, orders, receipts and use 
of Plant and materials under the Contract are kept in a form 
approved by the Supervisor and such records are available for in­
spection by the Supervisor; 
d) the Contractor submits with his statement, the estimated value of 
the Plant and materials on Site together with such documents as 
may be required by the Supervisor for the purpose of valuation of 
the Plant and materials and providing evidence of ownership and 
payment therefor; and 
e) where the Special Conditions so provide, ownership of the Plant 
and materials referred to in Article 43 shall be deemed to be 
vested in the Contracting Authority. 
50.3 Approval by the Supervisor of any interim payment certified by him in 
respect of Plant and materials pursuant to Article 50 shall be 
without prejudice to the exercise of any power of the Supervisor un­
der the Contract to reject any Plant or materials which are not in 
accordance with the provisions of the Contract. 
50.4 The Contractor shall be responsible for any loss or damage to, and 
for the cost of storing and handling of, such Plant and materials on 
Site and shall effect such additional insurance as may be necessary 
to cover the risk of such loss or damage from any cause. 
50.5 Within 30 days of receipt of the said application for interim pay­
ment, it shall be approved or amended in such manner that, in the Su­
pervisor's opinion, the application reflects the amount due to the 
Contractor in accordance with the Contract. In cases where there is 
a difference of opinion as to the value of an item, the Supervisor's 
view shall prevail. On determination of the amount due to the Con­
tractor, the Supervisor shall issue to the Contracting Authority and 
the Contractor an interim payment certificate for the amount due to 
the Contractor and shall inform the Contractor of the Works for which 
payment is being made. 
- 91 -
50.6 The Supervisor may, by an interim payment certificate, make any cor­
rections or modifications to any previous certificate issued by him 
and shall have power to modify the valuation in, or withhold the 
issue of, any interim payment certificate if the Works or any part 
thereof are not being carried out to his satisfaction. 
50.7 Unless the Special Conditions provide otherwise, the frequency shall 
be one interim payment per month. 
ARTICLE 51 
Final Statement of Account 
51.1 Not later than 90 days after the issue of the Final Acceptance cer­
tificate referred to in Article 62, the Contractor shall submit to 
the Supervisor a draft final statement of account with supporting 
documents showing in detail the value of the work done in accordance 
with the Contract, together with all further sums which the Contrac­
tor considers to be due to him under the Contract in order to enable 
the Supervisor to prepare the final statement of account. The Spe­
cial Conditions may, however, in accordance with Article 51.6, state 
that the draft final statement of account and further proceedings re­
lated thereto, be dealt with before the issue of the provisional ac­
ceptance certificate. 
51.2 Within 90 days after receipt of the draft final statement of account 
and of all information reasonably required for its verification, the 
Supervisor shall prepare the final statement of account, which deter­
mines :-
a) the amount which in his opinion is finally due under the Contract; 
and 
b) after establishing the amounts previously paid by the Contracting 
Authority and all sums to which the Contracting Authority is en­
titled under the Contract, the balance, if any, due from the 
Contracting Authority to the Contractor, or from the Contractor to 
the Contracting Authority, as the case may be. 
51.3 The Supervisor shall issue to the Contracting Authority or to its 
duly authorised representative, and to the Contractor, the final 
statement of account showing the final amount to which the Contractor 
is entitled under the Contract. The Contracting Authority or its 
duly authorised representative and the Contractor shall sign the fi­
nal statement of account as an acknowledgement of the full and final 
value of the work performed under the Contract and shall promptly 
submit a signed copy to the Supervisor. However, the final statement 
of account shall not include amounts in dispute which are the subject 
of negotiations, conciliation, arbitration or litigation. 
- 92 -
51.4 The final statement of account signed by the Contractor shall consti­
tute a written discharge of the Contracting Authority confirming that 
the total in the final statement of account represents full and final 
settlement of all monies due to the Contractor under the Contract, 
other than those amounts which are the subject of amicable settle­
ment, arbitration or litigation. However, such discharge shall 
become effective only after any payment due in accordance with the 
final statement of account has been made and the performance guaran­
tee referred to in Article 15 has been returned to the Contractor. 
51.5 The Contracting Authority shall not be liable to the Contractor for 
any matter or thing whatsoever arising out of, or in connection with, 
the Contract or execution of the Works, unless the Contractor shall 
have included a claim in respect thereof in his draft final statement 
of account. 
51.6 The provisions of Article 51 may be varied by the Special Conditions 
having regard to the practices in the State of the Contracting Au­
thority. 
ARTICLE 52 
Direct Payments to Sub-Contractors 
52.1 Wnen the Supervisor receives a claim from a sub-contractor duly ap­
proved under Article 7 to the effect that the Contractor has not met 
his financial obligations so far as the sub-contractor is concerned, 
the Supervisor shall give notice to the Contractor either to pay the 
sub-contractor or to inform him of the reasons why payment should not 
be made. Should such payment not be made, or reasons not be given 
within the period of notice, the Supervisor may, after satisfying 
himself that the work has been carried out, certify, and the 
Contracting Authority shall meet the debt claimed by the sub­
contractor out of the sums remaining due to the Contractor. The Con­
tractor shall remain entirely responsible for the work in respect of 
which direct payment has been made. 
52.2 If the Contractor gives adequate reasons for refusing to meet all or 
part of the debt claimed by the sub-contractor, the Contracting 
Authority shall only pay to the sub-contractor such sums as are not 
in dispute. Sums claimed by the sub-contractor in respect of which 
the Contractor has given adequate reasons for his refusal to pay 
shall be paid by the Contracting Authority only after the parties 
have come to an amicable settlement, or after the decision of an ar­
bitrating authority or after a judgment of a court has been duly no­
tified to the Supervisor. 
52.3 Direct payments to sub-contractors shall not exceed the value at Con­
tract prices of the services performed by the sub-contractors for 
which they request payment; the value at Contract prices shall be 
calculated or assessed on the basis of the Bill of Quantities, the 
Price Schedule or the breakdown of the lump sum price. 
- 93 -
52.4 Direct payments to sub-contractors shall be made entirely in the Na­
tional Currency of the country in which the Contract is performed, or 
partly in such national currency and partly in Foreign Currency, in 
accordance with the Contract. 
52.5 Wnere direct payments to sub-contractors are made in Foreign Cur­
rency, they shall be calculated in accordance with Article 56. They 
shall not result in any increase in the total amount payable in For­
eign Currency, as stipulated in the Contract. 
52.6 The provisions of Article 52 shall apply subject to the requirements 
of the law applicable by virtue of Article 54 concerning the right to 
payment of creditors who are beneficiaries of an assignment of credit 
or of a collateral security. 
ARTICLE 53 
Delayed Payments 
53.1 Payment to the Contractor of the amounts due under each of the in­
terim payment certificates and the final statement of account issued 
by the Supervisor shall be made by the Contracting Authority within 
90 days of such certificate or statement being delivered to the Con­
tracting Authority. If the period laid down for payment has been ex­
ceeded, the Contractor shall qualify for interest calculated pro rata 
on the basis of the number of days delay at the rate specified in the 
Special Conditions, subject to a maximum period, also specified 
therein. The Contractor shall be entitled to such payment without 
prejudice to any other right or remedy under the Contract. In the 
case of the final statement of account, the interest for the delayed 
payment shall be calculated on a daily basis at the rate specified in 
the Special Conditions. 
53.2 Any default in payment of more than 120 days from the expiry of the 
period laid down in Article 53.1 shall entitle the Contractor either 
not to perform the Contract or to terminate it. 
ARTICLE 54 
Payments to Third Parties 
54.1 All orders for payments to third parties may be carried out only af­
ter an assignment made in accordance with Article 6. The assignment 
shall be notified to the Contracting Authority. 
54.2 Notification of beneficiaries of the assignment shall be the sole re­
sponsibility of the Contractor. 
- 94 -
54.3 In the event of a legally binding attachment of the property of the 
Contractor affecting payments due to him under the Contract, without 
prejudice to the Time Limit laid down in Article 53, the Contracting 
Authority shall have 30 days, starting from the day when it receives 
notification of the definitive lifting of the obstacle to payment, to 
resume payments to the Contractor. 
ARTICLE 55 
Claims for Additional Payment 
55.1 If under the Contract there are circumstances which the Contractor 
considers entitle him to additional payment, the Contractor shall:-
a) if he intends to make any claim for additional payment, give to 
the Supervisor notice of his intention or make such claim within 
15 days after the said circumstances become known to the Contrac­
tor, stating the reason for his claim; and 
b) as soon as is reasonably practicable after the date of such notice 
but not later than 60 days after such notice, unless otherwise 
agreed by the Supervisor, submit to the Supervisor full and de­
tailed particulars of his claim. In any event, such particulars 
shall be submitted no later than the date of submission of the 
draft final statement of account. The Contractor shall thereafter 
promptly submit such further particulars as the Supervisor may 
reasonably require to assess the validity of the claim. 
55.2 Wnen the Supervisor has received the full and detailed particulars of 
the Contractor's claim that he requires, he shall, without prejudice 
to Article 21.4, after due consultation with the Contracting 
Authority and, where appropriate, the Contractor, determine whether 
the Contractor is entitled to additional payment and notify the par­
ties accordingly. 
55.3 The Supervisor may reject any claim for additional payment which does 
not comply with the requirements of Article 55. 
ARTICLE 56 
Payments in Foreign Currency 
Wnere under the Contract the Contractor is entitled to payments in 
Foreign Currency, the rates of exchange for calculating the payments 
shall be those prevailing, as determined by the Central Bank of the 
State of the Contracting Authority, 30 days prior to the latest date 
fixed for the submission of tenders for the Contract. Such rates of 
exchange shall not be varied. 
- 95 -
ACCEPTANCE AND MAINTENANCE 
ARTICLE 57 
General Clauses 
57.1 Verification of the Works by the Supervisor with a view to provi­
sional or final acceptance shall take place in the presence of the 
Contractor. The absence of the Contractor shall not be a bar to ver­
ification on condition that the Contractor has been summoned in due 
form at least 30 days prior to the date of verification. 
57.2 Should exceptional circumstances make it impossible to ascertain the 
state of the Works or otherwise proceed with their acceptance during 
the period fixed for provisional or final acceptance, a statement 
certifying such impossibility shall be drawn up by the Supervisor 
after consultation, where possible, with the Contractor. The verifi­
cation shall take place and a statement of acceptance or rejection 
shall be drawn up by the Supervisor within 30 days following the date 
on which such impossibility ceases to exist. The Contractor shall 
not invoke these circumstances in order to avoid his obligation to 
present the Works in a state suitable for acceptance. 
ARTICLE 58 
Tests on Completion 
58.1 The Works shall not be accepted until the prescribed verifications 
and tests have been carried out at the expense of the Contractor. 
The Contractor shall notify the Supervisor of the date on which such 
verification and tests may commence. 
58.2 Works which do not satisfy the terms and conditions of the Contract, 
or in the absence of such terms and conditions, which are not carried 
out in accordance with trade practices in the State where the Works 
are located, shall, if required, be demolished and rebuilt by the 
Contractor or repaired to the satisfaction of the Supervisor, other­
wise this shall be done as of right after due notice at the expense 
of the Contractor, by order of the Supervisor. The Supervisor may 
also require the demolition and reconstruction by the Contractor, or 
repair to the satisfaction of the Supervisor, under the same condi­
tions of wotfk, in which unacceptable materials have been used, or 
carried out in the periods of suspension provided for in Article 38. 
- 96 -
ARTICLE 59 
Partial Acceptance 
59.1 The Contracting Authority may make use of the various structures, 
parts of structures or sections of the Works forming part of the Con­
tract as and when they are completed. Any' taking over of the struc­
tures, parts of structures or sections of the Works by the Contract­
ing Authority shall be preceded by their partial provisional accep­
tance. However, Works may in cases of urgency be taken over prior to 
acceptance provided an inventory of outstanding work is drawn up by 
the Supervisor and agreed to by the Contractor and the Supervisor be­
forehand. Once the Contracting Authority has taken possession of a 
structure, a part thereof or section of the Works, the Contractor 
shall no longer be required to make good any damage resulting other­
wise than from faulty construction or workmanship. 
59.2 The Supervisor may, at the request of the Contractor and if the na­
ture of the Works so permits, proceed with partial provisional ac­
ceptance, provided that the structures, parts of structures or sec­
tions of the Works are completed and suited to the use as described 
in the Contract. 
59.3 In the cases of partial provisional acceptance referred to in Article 
59.1 and 59.2 the maintenance period provided for in Article 62 
shall, unless the Special Conditions provide otherwise, run as from 
the date of such partial provisional acceptance. 
ARTICLE 60 
Provisional Acceptance 
60.1 The Works shall be taken over by the Contracting Authority when they 
have satisfactorily passed the tests on completion and a certificate 
of provisional acceptance has been issued or is deemed to have been 
issued. 
60.2 The Contractor may apply, by notice to the Supervisor, for a certifi­
cate of provisional acceptance not earlier than 15 days before the 
Works, in the Contractor's opinion, are complete and ready for provi­
sional acceptance. The Supervisor shall within 30 days after the re­
ceipt of the Contractor's application either:-
a) issue the certificate of provisional acceptance to the Contractor 
with a copy to the Contracting Authority stating, where appropri­
ate, his reservations, and, inter alia, the date on which, in his 
opinion, the Works were completed in accordance with the Contract 
and ready for provisional acceptance; or 
b) reject the application giving his reasons and specifying the ac­
tion which, in his opinion, is required of the Contractor for the 
certificate to be issued. 
- 97 -
60.3 If the Supervisor fails either to issue the certificate of provi­
sional acceptance or to reject the Contractor's application within 
the period of 30 days, he shall be deemed to have issued the certifi­
cate on the last day of that period. The certificate of provisional 
acceptance shall not be deemed to be an admission that the Wbrks have 
been completed in every respect. If the Works are divided by the 
Contract into sections, the Contractor shall be entitled to apply for 
separate certificates for each of the sections. 
60.4 Upon provisional acceptance of the Works, the Contractor shall dis­
mantle and remove temporary structures as well as materials no longer 
required for use in connection with the performance of the Contract. 
He shall also remove any litter or obstruction and redress any change 
in the condition of the Site as required by the Contract. 
60.5 Immediately after provisional acceptance, the Contracting Authority 
may make use of all the Works as completed. 
ARTICLE 61 
Maintenance Obligations 
61.1 The Contractor shall be responsible for making good any defect in, or 
damage to, any part of the Works which may appear or occur during the 
Maintenance Period or within 30 days after its expiration and which 
arises either from:-
a) the use of defective Plant or materials or faulty workmanship or 
design of the Contractor; and/or 
b) any act or omission of the Contractor during the Maintenance Pe­
riod. 
61.2 The Contractor shall at his own cost make good the defect or damage 
as soon as practicable. The Maintenance Period for all items re­
placed or renewed shall recommence from the date when the replacement 
or renewal was made to the satisfaction of the Supervisor. If the 
Contract provides for partial acceptance, the Maintenance Period 
shall be extended only for the part of the Works affected by the re­
placement or renewal. 
61.3 If any such defect appears or such damage occurs, during the period 
referred to in Article 61.1, the Contracting Authority or the Super­
visor shall notify the Contractor. If the Contractor fails to remedy 
a defect or damage within the Time Limit stipulated in the notifica­
tion, the Contracting Authority may:-
- 98 -
a) carry out the Works himself, or employ someone else to carry out 
the Works, at the Contractor's risk and cost, in which case the 
costs incurred by the Contracting Authority shall be deducted from 
monies due to or from guarantees held against, the Contractor, or 
from both; or 
b) terminate the Contract. 
61.4 If the defect or damage is such that the Contracting Authority has 
been deprived substantially of the whole or a part of the benefit of 
the Works, the Contracting Authority shall, without prejudice to any 
other remedy, be entitled to recover all sums paid in respect of the 
parts of the Works concerned together with the cost of dismantling 
such parts and clearing the Site. 
61.5 In case of emergency, where the Contractor cannot be reached immedi­
ately or, having been reached, is unable to take the measures re­
quired, the Contracting Authority or the Supervisor may have the work 
carried out at the expense of the Contractor. The Contracting Au­
thority or the Supervisor shall as soon as practicable inform the 
Contractor of the action taken. 
61.6 Wnere the Special Conditions stipulate that the maintenance work, ne­
cessitated by normal wear and tear, shall be carried out by the Con­
tractor, such work shall be paid for from a Provisional Sum. Deter­
ioration resulting from the circumstances provided for in Article 21 
or from abnormal use shall be excluded from this obligation unless it 
reveals a fault or defect justifying the request for repair or repla­
cement under Article 61. 
61.7 The maintenance obligations shall be stipulated in the Special Con­
ditions and technical specifications. If the duration of the Main­
tenance Period is not specified, it shall be 365 days. The Mainte­
nance Period shall commence on the date of provisional acceptance. 
61.8 After provisional acceptance and without prejudice to the maintenance 
obligations referred to in Article 61, the Contractor shall no longer 
be responsible for risks which may affect the Works and which result 
from causes not attributable to him. However, the Contractor shall 
be responsible as from the date of provisional acceptance for the 
soundness of the construction, as laid down in the Special Conditions 
or in the law of the State of the Contracting Authority. 
- 99 -
ARTICLE 62 
Final acceptance 
62.1 Upon the expiration of the Maintenance Period, or where there is more 
than one such period, upon the expiration of the latest period, and 
when all defects or damage have been rectified, the Supervisor shall 
issue to the Contractor a Final Acceptance Certificate and a copy 
thereof to the Contracting Authority stating the date on which the 
Contractor completed his obligations under the Contract to the Super­
visor's satisfaction. The Final Acceptance Certificate shall be 
given by the Supervisor within 30 days after the expiration of the 
above stated period, or as soon thereafter as any Works as in­
structed, pursuant to Article 61, have been completed to the satis­
faction of the Supervisor. 
62.2 The Works shall not be considered as completed until a Final Accep­
tance Certificate shall have been signed by the Supervisor and deliv­
ered to the Contracting Authority, with a copy to the Contractor. 
62.3 Notwithstanding the issue of the Final Acceptance Certificate, the 
Contractor and the Contracting Authority shall remain liable for the 
fulfillment of any obligation incurred under the Contract prior to 
the issue of the Final Acceptance Certificate, which remains 
unperformed at the time such Final Acceptance Certificate is issued. 
The nature and extent of any such obligation shall be determined by 
reference to the provisions of the Contract. 
BREACH OF CONTRACT ArO TESMINATICN 
ARTICLE 63 
Breach of Contract 
63.1 Either party commits a breach of Contract where he fails to discharge 
any of his obligations under the Contract. 
63.2 "Where a breach of Contract occurs, the party injured by the breach 
shall be entitled to the following remedies:-
a) damages; and/or 
b) termination of the Contract. 
63.3 Damages may be either:-
a) General Damages; or 
b) Liquidated Damages. 
- 100 -
63.4 In any case where the Contracting Authority is entitled to damages, 
he may deduct such damages from any sums due to the Contractor or 
from the appropriate guarantee. 
ARTICLE 64 
Termination by the Contracting Authority 
64.1 The Contracting Authority may, at any time and with immediate effect, 
terminate the Contract, except as provided for under Article 64.2. 
64.2 Except as otherwise provided in these General Conditions, the Con­
tracting Authority may, after giving 7 days notice to the Contractor, 
terminate the Contract and expel the Contractor from the Site in any 
of the cases where:-
a) the Contractor fails to carry out the Works substantially in ac­
cordance with the provis the Contract; 
b) the Contractor fails to comply within a reasonable time with a no­
tice given by the Supervisor requiring him to make good any ne­
glect or failure to perform his obligations under the Contract 
which seriously affects the proper and timely performance of the 
Works; 
c) the Contractor refuses or neglects to carry out Administrative Or­
ders given by the Supervisor; 
d) the Contractor assigns the Contract or sub-contracts without the 
authorization of the Contracting Authority; 
e) the Contractor becomes bankrupt or insolvent, or has a receiving 
order made against him, or compounds with his creditors, or car­
ries on business under a receiver, trustee or manager for the ben­
efit of his creditors, or goes into liquidation; 
f) any adverse final judgment is made in respect of an offence re­
lating to the professional conduct of the Contractor; 
g) any other legal disability hindering performance of the Contract 
occurs; 
h) any organizational modification occurs involving a change in the 
legal personality, nature or control of the Contractor, unless 
such modification is recorded in an endorsement to the Contract; 
i) the Contractor fails to provide the required guarantee or insur­
ance, or if the person providing the earlier guarantee or insur­
ance is not able to abide by his commitments; 
101 -
64.3 Termination shall be without prejudice to any other rights or powers 
under the Contract of the Contracting Authority and the Contractor. 
The Contracting Authority may, thereafter, complete the Works himself 
or conclude any other Contract with a third party for the account of 
the Contractor. The Contractor's liability for delay in completion 
shall immediately cease when the Contracting Authority expels him 
from the Site without prejudice to any liability thereunder that may 
have already occurred. 
64.4 The Supervisor shall, upon the issue of the notice of termination of 
the Contract, instruct the Contractor to take immediate steps to 
bring the Works to a close in a prompt and orderly manner and to re­
duce expenditure to a minimum. 
64.5 The Supervisor shall, as soon as is possible after termination, cer­
tify the value of the Works and all sums due to the Contractor as at 
the date of termination. 
64.6 In the event of termination:-
a) a report of work performed by the Contractor shall be drawn up by 
the Supervisor as soon as possible after inspection of the Works, 
and inventory taken of temporary structures, materials, Plant and 
Equipment. The Contractor shall be summoned to be present during 
the inspection and the taking of the inventory. The Supervisor 
shall also draw up statements of emoluments still owed by the Con­
tractor to workers employed by him in relation to the Contract and 
of sums owed by the Contractor to the Contracting Authority; 
b) the Contracting Authority shall have the option of acquiring in 
whole or in part temporary structures which have been approved by 
the Supervisor, Plant and materials specifically supplied or manu­
factured in connection with the execution of work under the Con­
tract; 
c) the purchase price of the temporary structures, Equipment, Plant 
and materials referred to above shall not exceed the unpaid por­
tion of the expenditure incurred by the Contractor, such expen­
diture being limited to that required for the performance of the 
Contract under normal conditions; 
d) the Contracting Authority may purchase, at market prices, the ma­
terials and items supplied or ordered by the Contractor and not 
already paid for by the Contracting Authority on such conditions 
as the Supervisor considers appropriate. 
64.7 The Contracting Authority shall not be obliged to make any further 
payments to the Contractor until the Works are completed, whereupon 
the Contracting Authority shall be entitled to recover from the Con­
tractor the extra costs, if any, of completing the Works, or pay any 
balance due to the Contractor prior to the termination of the Con­
tract. 
- 102 -
64.8 If the Contracting Authority terminates the Contract, it shall be en­
titled to recover from the Contractor any loss it has suffered up to 
the maximum amount stated in the Contract. If no maximum amount is 
stated, the Contracting Authority shall not be entitled to recover 
more than the part of the Contract Price corresponding to the value 
of that part of the Works which cannot, by reason of the Contractor's 
failure, be put to the intended use. 
64.9 Wnere the termination is not due to an act or omission of the Con­
tractor, the latter shall be entitled to claim in addition to sums 
owing to him for work already performed, an indemnity for loss suf­
fered. 
ARTICLE 65 
Termination by the Contractor 
65.1 The Contractor may, after giving 14 days notice to the Contracting 
Authority, terminate the Contract if the Contracting Authority:-
a) fails to pay the Contractor the amounts due under any certificate 
issued by the Supervisor after the expiry of the Time Limit stated 
in Article 53.2; or 
b) consistently fails to meet his obligations after repeated remind­
ers; or 
c) suspends the progress of the Works or any part thereof for more 
than 180 days, for reasons not specified in the Contract, or not 
due to the Contractor's default. 
65.2 Such termination shall be without prejudice to any other rights of 
the Contracting Authority or the Contractor under the Contract. Upon 
such termination, the Contractor shall, subject to the law of the 
State of the Contracting Authority, be entitled to immediately remove 
his Equipment from the Site. 
65.3 In the event of such termination, the Contracting Authority shall pay 
the Contractor for any loss or damage the Contractor may have suf­
fered. Such additional payment shall not exceed a limit which has to 
be specified in the Contract. 
ARTICLE 66 
Force Majeure 
66.1 Neither party shall be considered to be in default or in breach of 
his obligations under the Contract if the performance of such obliga­
tions is prevented by any circumstances of force majeure which arises 
after the date of notification of award or the date when the Contract 
becomes effective, whichever is the earlier. 
- 103 -
66.2 The term "force majeure", as used herein shall mean acts of God, 
strikes, lock-outs or other industrial disturbances, acts of the pub­
lic enemy, wars whether declared or not, blockades, insurrection, ri­
ots, epidemics, landslides, earthquakes, storms, lightning, floods, 
washouts, civil disturbances, explosions, and any other similar un­
foreseeable events, not within the control of either party and which 
by the exercise of due diligence neither party is able to overcome. 
66.3 Notwithstanding the provisions of Articles 36 and 64, the Contractor 
shall not be liable to forfeiture of his performance guarantee, liq­
uidated damages or termination for default if, and to the extent 
that, his delay in performance or other failure to perform his obli­
gations under the Contract is the result of an event of force 
majeure. The Contracting Authority shall similarly not be liable, 
notwithstanding the provisions of Articles 53 and 65, to payment of 
interest on delayed payments, for non-performance or for termination 
by the Contractor for default, if, and to the extent that, the 
Contracting Authority's delay or other failure to perform its obliga­
tions is the result of force majeure. 
66.4 If either party considers that any circumstances of force majeure 
have occurred which may affect performance of his obligations, he 
shall promptly notify the other party and the Supervisor, giving de­
tails of the nature, the probable duration and the likely effect of 
the circumstances. Unless otherwise directed by the Supervisor in 
writing, the Contractor shall continue to perform his obligations un­
der the Contract as far as is reasonably practicable, and shall seek 
all reasonable alternative means for performance of his obligations 
which are not prevented by the force majeure event. The Contractor 
shall not put into effect such alternative means unless directed so 
to do by the Supervisor. 
66.5 If the Contractor incurs additional costs in complying with the Su­
pervisor's directions or using alternative means under Article 66.4, 
the amount thereof shall be certified by the Supervisor. 
66.6 If circumstances of force majeure have occurred and continue for a 
period of 180 days then, notwithstanding any extension of time for 
completion of the Works that the Contractor may by reason thereof 
have been granted, either party shall be entitled to serve upon the 
other 30 days' notice to terminate the Contract. If, at the expiry 
of the period of 30 days, force majeure still continues, the Con­
tract shall terminate and, in consequence thereof under the law gov­
erning the Contract, the parties shall be released from further per­
formance of the Contract. 
- 104 -
ARTICLE 67 
Decease 
67.1 Wnere the Contractor is a natural person, the Contract shall be auto­
matically terminated if that person dies. However, the Contracting 
Authority shall examine any proposal made by the heirs or beneficia­
ries if they have notified their wish to continue the Contract. The 
decision of the Contracting Authority shall be notified to those con­
cerned within 30 days of receipt of such proposal. 
67.2 Wnere the Contractor consists of natural persons and one or more of 
them die, a report shall be agreed between the parties on the 
progress of the Works and the Contracting Authority shall decide 
whether to terminate or continue the Contract in accordance with the 
undertaking given by the survivors and by the heirs or beneficiaries, 
as the case may be. 
67.3 In the cases provided for in Article 67.1 and 67.2, persons offering 
to continue to perform the Contract shall notify the Contracting Au­
thority thereof within 15 days of the date of decease. 
67.4 Such persons shall be jointly and severally liable, or as otherwise 
stated in the Special Conditions, for the proper performance of the 
Contract to the same extent as the deceased Contractor. Continuation 
of the Contract shall be subject to the rules relating to establish­
ment of the guarantee provided for in Article 15. 
SETILBdENTOF DISFUIES 
ARTICLE 68 
Settlement of disputes 
68.1 The Contracting Authority and the Contractor shall make every effort 
to amicably settle disputes relating to the Contract which may arise 
between them, or between the Supervisor and the Contractor. 
68.2 The Special Conditions shall prescribe:-
a) the procedure for the amicable settlement of disputes; 
b) the Time Limits within which the amicable settlement procedure may 
be invoked after notification of the dispute to the other party 
and the maximum Time Limit within which such settlement may be 
reached, which may not exceed 120 days from the commencement of 
the adopted procedure; 
- 105 -
c) the Time Limits for responding in writing to a request for amica­
ble settlement or to other requests permitted during the course of 
that procedure and the consequence of failure to comply with those 
Time Limits. 
68.3 The parties may agree to the settlement of the dispute by concilia­
tion within a specific Time Limit by a third party after the amicable 
settlement procedure adopted has failed. 
68.4 The amicable settlement or conciliation procedure adopted shall in 
all cases involve a procedure in which complaints and responses are 
notified to the other party. 
68.5 In the absence of an amicable settlement or settlement by concilia­
tion within the maximum Time Limits specified, the dispute shall:-
a) in the case of a national contract, be settled in accordance with 
the national legislation of the State of the Contracting 
Authority; and 
b) in the case of a transnational Contract, be settled by arbitration 
in accordance with the procedural rules adopted by the EBC 
Council. 
- 106 -
ANNEX III 
GENERAL CONDITIONS 
FOR SUPPLY CONTRACTS 
FINANCED BY THE 
EUROPEAN DEVELOPMENT FUND 
IN THE OCT 
- 107 -
TABLE OF OONTOHS 
PRELIMINARY PROVISIONS 
Page 
Article 1 Definitions 109 
Article 2 Law and Language of the Contract 112 
Article 3 Order of Precedence of Contract documents 112 
Article 4 Notices and VWritten Communications 112 
Article 5 Supervisor and Supervisor's Representative 113 
Article 6 Assignment 113 
Article 7 Sub-Contracting 114 
OBLIGATIONS OP THE CONTRACTING AUnCRITY 
Article 8 Supply of Documents 115 
Article 9 Assistance with Local Regulations 116 
OBLIGATIONS OP THE SUPPLIER 
Article 10 General Obligations 116 
Article 11 Performance Guarantee 117 
Article 12 Insurance 119 
Article 13 Performance Programme 119 
Article 14 Detailed Breakdown of Prices 120 
Article 15 Supplier's Drawings 120 
Article 16 Sufficiency of Tender Prices 121 
Article 17 Patents and Licenses 122 
gaMErCR/en* AND DELAYS 
Article 18 Commencement Orders 122 
Article 19 Period of Performance 123 
Article 20 Extension of Period of Performance 123 
Article 21 Delays in Performance 124 
Article 22 Variations 124 
Article 23 Suspension 126 
MATERIALS ATOTORKMWSHIP 
Article 24 Quality of Supplies 128 
Article 25 Inspection and Testing 128 
Article 26 Property in the Supplies 129 
- 108 -
PAYMENTS Page 
Article 27 General Provisions 130 
Article 28 Provisional Price Contracts 130 
Article 29 Advances 131 
Article 30 Retention Sums 132 
Article 31 Revision of Prices 132 
Article 32 Interim Payments 133 
Article 33 Final Statement of Account 135 
Article 34 Payments to Third Parties 136 
Article 35 Delayed Payments 137 
Article 36 Payment in Foreign Currency 137 
Aa^FIANŒ AND MAINTENANCE 
Article 37 Delivery 137 
Article 38 Verification Operations 139 
Article 39 Provisional Acceptance. 140 
Article 40 \forranty Obligations 141 
Article 41 After Sales Service 142 
Article 42 Final Acceptance 143 
BREACHES AND TERMINATION 
Article 43 Breach of Contract 143 
Article 44 Termination by the Contracting Authority 144 
Article 45 Termination by the Supplier 146 
Article 46 Force Majeure. 146 
Article 47 Decease 148 
SETILBdENT OF DISHJIES 
Article 48 Settlement of Disputes 148 
- 109-
PRELIMINARY PROVISIONS 
ARTICLE 1 
Definitions 
1.1 The following definitions apply to these General Conditions and to 
the Contract. 
EBC: the European Economic Community. 
OCT: the association of Overseas Countries and Territories with 
the EBC. 
Contract: the signed agreement entered into by the parties for the 
Supplies, including all attachments thereto and all documents 
incorporated therein. 
Supplier: the party with whom the Contracting Authority concludes the 
Contract. 
Contracting Authority: the State or the legal person governed by pub­
lic or private lawwhich concludes the Contract, or on behalf 
of which the Contract is concluded, with the Supplier. 
The State of the Contracting Authority: the OCT on whose territory 
the Supply Contract is to be executed. 
Supervisor: the government department, legal person governed by pub­
lic law, or the natural or legal person designated by the 
Contracting Authority in accordance with the law of the State 
of the Contracting Authority, who is responsible for direct­
ing and/or monitoring the execution of the Supply Contract, 
or to Whom the Contracting Authority may delegate rights 
and/or powers, under the Contract. 
Supervisor's Representative: any natural or legal person, designated 
by the Supervisor as such under the Contract, and empowered 
to represent the Supervisor in the performance of his func­
tions, and in exercising such rights and/or powers as have 
been delegated to him. Accordingly, where functions, rights 
and/or powers of the Supervisor have been delegated to the 
Supervisor's Representative, references to the Supervisor in­
clude the Supervisor's Representative. 
Supplies: all items which the Supplier is required to supply to the 
Contracting Authority, including Where necessary, service 
such as installation, testing, commissioning, provision of 
expertise, supervision, maintenance, repair, training and 
other such obligations connected with the items to be pro­
vided under the Contract. 
- 110 -
Bill of Quantities: the document containing an itemised breakdown of 
the Supplies to be provided in a unit price contract, indi­
cating a quantity for each item and the corresponding unit 
price. 
Price Schedule: the completed schedule of prices including the break­
down of the overall price submitted by the Supplier with his 
tender modified as necessary, and forming part of the unit 
price Contract. 
Breakdown of the Overall Price: the itemised list of rates and prices 
showing the build-up of the price in a lump sum Contract, but 
not forming part of the Contract 
Contract Price: the sum stated in the Contract representing the init­
ial estimate payable for the provision of the Supplies or 
such other sum as ascertained by the final statement of ac­
count as due to the Supplier under the Contract. 
Drawings: drawings provided by the Contracting Authority and/or the 
Supervisor, and/or drawings provided by the Supplier and ap­
proved by the Supervisor, for the provision of the Supplies. 
Communications: certificates, notices, orders and instructions issued 
under the Contract. 
Writing: any handwritten, typewritten or printed communication, in­
cluding telex, cable and facsimile transmission. 
'TOirranty Period: the period stated in the Contract immediately fol­
lowing the date of provisional acceptance, during which the 
Supplier is required to complete the Contract and to remedy 
defects or faults as instructed by the Supervisor. 
Final Acceptance Certificate: certificate(s) issued by the Supervisor 
to the Supplier at the end of the "Warranty Period stating 
that the Supplier has completed his obligations under the 
Contract. 
Day: calendar day. 
Time Limits: those periods in the Contract Which shall begin to run 
from the day following the act or event which serves as the 
starting point for those periods. Should the last day of the 
period fall upon a non-working day, the period shall expire 
at the end of the first working day following the last day of 
the period. 
Administrative Order: any instruction or order issued by the Super­
visor to the Supplier in writing regarding the provision of 
the Supplies. 
- 111 -
National Currency: the currency of the State of the Contracting 
Authority. 
Foreign Currency: any permissible currency Which is not the National 
Currency and which is indicated in the Contract. 
Provisional Sum: a sum included in the Contract and so designated for 
the supply of goods, materials, plant or services, or for 
contingencies, which sum may be used in whole or in part, or 
not at all, as instructed by the Supervisor. 
Liquidated Damages: the sum stated in the Contract as compensation 
payable by the Supplier to the Contracting Authority for 
failure to complete the Contract or part thereof within the 
periods under the Contract, or as payable by either party to 
the other for any other specific breach identified in the 
Contract. 
General Damages: the sum, not stated beforehand in the Contract, 
Which is awarded by a court or an arbitration tribunal, or 
agreed between the parties, as compensation payable to an in­
jured party for a breach of the Contract by the other party. 
Special Conditions: the Special Conditions issued by the Contracting 
Authority as part of the invitation to tender, as amended 
where necessary, and incorporated into the Contract, consist­
ing of: 
a) amendments to these General Conditions; 
b) special contractual clauses; 
c) technical specifications; and 
d) any other matter related to the Contract. 
1.2 The headings and titles in these General Conditions shall not be 
taken as part thereof or be taken into consideration in the interpre­
tation of the Contract. 
1.3 Where the context so permits, words importing the singular shall be 
deemed to include the plural and vice versa and words importing the 
masculine shall be deemed to include the feminine and vice versa. 
1.4 "ttfords importing persons or parties shall include firms and companies 
and any organisation having legal capacity. 
- 112 -
ARTICLE 2 
Law and Language of the Contract 
2.1 The law of the Contract shall be the law of the State of the Con­
tracting Authority unless otherwise stated in the Special Conditions. 
2.2 In all matters which are not covered by these General Conditions, the 
law of the Contract shall apply. 
2.3 The language of the Contract and of all communications between the 
Supplier, Contracting Authority and Supervisor or their representa­
tives shall be as stated in the Special Conditions. 
ARTICLE 3 
Order of precedence of Contract Documents 
Unless otherwise stipulated in the Contract, the order of precedence 
of the Contract documents shall be as stated in the Special Condi­
tions. 
ARTICLE 4 
Notices and Written Communications 
4.1 Unless otherwise specified in the Special Conditions, Communications 
between the Contracting Authority and/or the Supervisor, on the one 
hand, and the Supplier on the other hand, shall be sent by post, 
cable, telex, facsimile transmission, or personal delivery, to the 
appropriate addresses designated by these parties for that purpose. 
4.2 If the sender requires evidence of receipt, he shall state such re­
quirement in the Communication and shall demand such evidence of re­
ceipt whenever there is a deadline for the receipt of the Communica­
tion. In any event, the sender shall take all the necessary measures 
to ensure receipt of his Communication. 
4.3 Wherever in the Contract provision is made for the giving or issue of 
any notice, consent, approval, certificate or decision, unless other­
wise specified such notice, consent, approval, certificate or deci­
sion shall be in writing and the words "notify", "certify", "approve" 
or "decide" shall be construed accordingly. Any such consent, appro­
val, certificate or decision shall not unreasonably be withheld or 
delayed. 
- 113 -
ARTICLE 5 
Supervisor and Supervisor's Representative 
5.1 The Supervisor shall carry out the duties specified in the Contract. 
Except as expressly stated in the Contract, the Supervisor shall not 
have authority to relieve the Supplier of any of his obligations 
under the Contract. 
5.2 The Supervisor may, from time to time, while retaining ultimate re­
sponsibility, delegate to the Supervisor's Representative any of the 
duties and authority vested in the Supervisor and he may at any time 
revoke such delegation or replace the representative. Any such de­
legation, revocation or replacement shall be in writing and shall not 
take effect until a copy thereof has been delivered to the Supplier. 
5.3 Any communication given by the Supervisor's Representative to the 
Supplier in accordance with the terms of such delegation shall have 
the same effect as though it had been given by the Supervisor, pro­
vided that:-
a) any failure on the part of the Supervisor's Representative to dis­
approve any Supplies shall not prejudice the authority of the 
Supervisor to disapprove such Supplies and to give the instruc­
tions necessary for the rectification thereof; 
b) the Supervisor shall be at liberty to reverse or vary the content 
of such Communication. 
5.4 Instructions and/or orders issued by the Supervisor shall be by way 
of Administrative Orders. Where applicable, such orders shall be 
dated, numbered and entered in a register and copies thereof deliv­
ered by hand, where appropriate, to the Supplier's representative. 
ARTICLE 6 
Assignment 
6.1 An assignment shall be valid only if it is a written agreement by 
Which the Supplier transfers his Contract or part thereof to a third 
party. 
6.2 The Supplier shall not, without the prior written consent of the Con­
tracting Authority, assign the Contract or any part thereof, or any 
benefit or interest thereunder, except in the following cases:-
a) a charge, in favour of the Supplier's bankers, of any monies due 
or to become due under the Contract; or 
b) assignment to the Supplier's insurers, of the Supplier's right to 
obtain relief against any other person liable in cases Where the 
insurers have discharged the Supplier's loss or liability. 
- 114 -
6.3 For the purpose of Article 6.2, the approval of an assignment by the 
Contracting authority shall not relieve the Supplier of his obliga­
tions for the part of the Contract already performed or the part not 
assigned. 
6.4 If the Supplier has assigned his Contract without authorisation, the 
Contracting Authority may, without giving formal motice thereof, ap­
ply as of right the sanctions for breach of Contract provided for in 
Articles 43 and 44. 
6.5 Assignees must satisfy the eligibility criteria applicable for the 
award of the Contract. 
ARTICLE 7 
Sub-contracting 
7.1 A sub-contract shall be valid only if it is a written agreement by 
which the Supplier entrusts performance of a part of his Contract to 
a third party. 
7.2 The Supplier shall not sub-contract without the prior written autho­
rization of the Contracting Authority. The elements of the Contract 
to be sub-contracted and the identity of the sub-contractors shall be 
notified to the Contracting Authority. The Contracting Authority 
shall, with due regard to the provisions of Article 4.3, within 30 
days of receipt of the notification, notify the Supplier of his deci­
sion, stating reasons should he withhold such authorization. 
7.3 In the selection of sub-contractors preference shall be given by the 
Supplier to natural persons, companies or firms of the State of the 
Contracting Authority capable of providing the Supplies required on 
similar terms. 
7.4 Sub-contractors must satisfy the eligibility criteria applicable for 
the award of the Contract. 
7.5 The Contracting Authority shall have no contractual relations with 
the sub-contractors. 
7.6 The Supplier shall be responsible for the acts, defaults and negli­
gence of his sub-contractors and their agents or employees, as if 
they were the acts, defaults or negligence of the Supplier, his 
agents or employees. The approval by the Contracting Authority of 
the sub-contracting of any part of the Contract or of the sub­
contractor shall not relieve the Supplier of any of his obligations 
under the Contract. 
- 115 -
7.7 If a sub-contractor has undertaken any continuing obligation extend­
ing for a period exceeding that of the Warranty period under the Con­
tract towards the Supplier in respect of the Supplies provided by the 
sub-contractor, the Supplier shall, at any time after the expiration 
of the Warranty Period, transfer immediately to the Contracting Au­
thority, at the Contracting Authority's request and cost, the benefit 
of such obligation for the unexpired duration thereof. 
7.8 If the Supplier enters into a sub-contract without approval, the Con­
tracting Authority may, without giving formal notice thereof, apply 
as of right the sanctions for breach of Contract provided for in 
Articles 43 and 44. 
OBLIGATIONS OP THE CONTRACTING AUTTCRITY 
ARTICLE 8 
Supply of Documents 
8.1 Within 30 days of the establishment of the performance guarantee pro­
vided for in Article 11, the Supervisor shall provide to the Suppli­
er, free of charge, a copy of the Drawings prepared for the perfor­
mance of the Contract as well as two copies of the specifications and 
other Contract documents. The Supplier may purchase additional cop­
ies of these Drawings, specifications and other documents, insofar as 
they are available. Upon the issue of the warranty certificate or 
upon final acceptance, the Supplier shall return to the Supervisor 
all Drawings, specifications and other Contract documents. 
8.2 Unless it is necessary for the purposes of the Contract, the Draw­
ings, specifications and other documents provided by the Contracting 
Authority shall not be used or communicated to a third party by the 
Supplier without the prior consent of the Supervisor. 
8.3 The Supervisor shall have authority to issue to the Supplier, Admini­
strative Orders incorporating such supplementary Drawings and in­
structions as shall be necessary for the proper and adequate execu­
tion of the Contract and the remedying of any defects therein. 
- 116 -
ARTICLE 9 
Assistance with Local Regulations 
9.1 The Supplier may request the assistance of the Contracting Authority 
in obtaining copies of laws, regulations, and information on local 
customs, orders or bye laws of the country to which the Supplies are 
to be delivered, Which may affect the Supplier in the performance of 
his obligations under the Contract. The Contracting Authority may 
provide the assistance requested to the Supplier at the Supplier's 
cost. 
9.2 The Supplier shall submit to the Contracting Authority in good time 
such details of the Supplies as will enable the Contracting Authority 
to obtain all necessary import permits or licenses. 
9.3 The Contracting Authority shall obtain all import permits or licenses 
required for the Supplies, or any part thereof, in reasonable time 
having regard to the time for delivery of the Supplies and completion 
of the Contract. 
9.4 Subject to the provisions of the laws and regulations on foreign 
labour of the State in Which the Supplies are to be delivered, the 
Contracting Authority shall make all efforts necessary, to facilitate 
the procurement by the Supplier of all required visas and permits, 
including work and residence permits, for the personnel whose service 
the Supplier and the Contracting Authority consider necessary as well 
as residence permits for their families. 
OBLIGATIONS OP THE SUPPLIER 
ARTICLE 10 
General Obligations 
10.1 The Supplier shall perform the Contract with due care and diligence 
including, where specified, the design, manufacture, delivery to 
site, erecting, testing and commissioning of the Supplies and carry­
ing out any other work including the remedying of any defects in the 
Supplies. The Supplier shall also provide all necessary equipment, 
superintendence, labour and facilities required for the performance 
of the Contract. 
10.2 The Supplier shall comply with Administrative Orders given by the 
Supervisor. Where the Supplier considers that the requirements of an 
Administrative Order go beyond the authority of the Supervisor or the 
scope of the Contract he shall, on pain of being time-barred, give 
notice, with reasons, to the Supervisor within 30 days after receipt 
thereof. Execution of the Administrative Order shall not be suspend­
ed because of this notice. 
- 117 -
10.3 The Supplier shall respect and abide by all laws and regulations in 
force in the State of the Contracting Authority and shall ensure that 
his personnel, their dependents, and his local employees also respect 
and abide by all such laws and regulations. The Supplier shall in­
demnify the Contracting Authority against any claims and proceedings 
arising from any infringement by the Supplier, his employees and 
their dependents of such laws and regulations. 
10.4 If the Supplier or any of his sub-contractors, agents or servants of­
fers to give or agrees to offer or to give or gives to any person, 
any bribe, gift, gratuity or commission as an inducement or reward 
for doing or forbearing to do any act in relation to the Contract or 
any other Contract with the Contracting Authority, or for showing 
favour or disfavour to any person in relation to the Contract or any 
other Contract with the Contracting Authority, then the Contracting 
Authority may, without prejudice to any accrued rights of the Suppli­
er under the Contract, terminate the Contract in which case the pro­
visions of Articles 43 and 44 hereof shall apply. 
10.5 The Supplier shall treat all documents and information received in 
connection with the Contract as private and confidential, and shall 
not, save insofar as may be necessary for the purposes of the execu­
tion thereof, publish or disclose any particulars of the Contract 
without the prior consent in writing of the Contracting Authority or 
the Supervisor after consultation with the Contracting Authority. If 
any disagreement arises as to the necessity for any publication or 
disclosure for the purpose of the Contract, the decision of the Con­
tracting Authority shall be final. 
10.6 If the Supplier is a joint venture or consortium of two or more per­
sons, all such persons shall be jointly and severally bound to fulfil 
the terms of the Contract according to the law of the State of the 
Contracting Authority and shall, at the request of the Contracting 
Authority, designate one of such persons to act as leader with au­
thority to bind the joint venture or consortium. The composition or 
the constitution of the joint venture or consortium shall not be al­
tered without the prior consent of the Contracting Authority. 
ARTICLE 11 
Performance Guarantee 
11.1 The Supplier shall, within 30 days after the receipt of the notifica­
tion of the award of Contract, furnish to the Contracting Authority a 
guarantee for the full and proper performance of the Contract. The 
amount of the guarantee shall be as specified in the Special Condi­
tions and shall not exceed 109b of the Contract Price including any 
amounts stipulated in riders to the Contract, save Where the Special 
Conditions provide otherwise; however, it may in no case exceed 20% 
of such price. 
- 118 -
11.2 The performance guarantee shall be held against payment to the Con­
tracting Authority for any loss resulting from the Supplier's failure 
to fully and properly perform his obligations under the Contract. 
11.3 The performance guarantee shall be in the format given in the Special 
Conditions and may be provided in the form of a bank guarantee, a 
banker's draft, a certified cheque, a bond provided by an insurance 
and/or bonding company, an irrevocable letter of credit or a cash de­
posit made with the Contracting Authority. If the performance guar­
antee is to be provided in the form of a bank guarantee, a banker's 
draft, a certified cheque or a bond, it shall be issued by a bank or 
bonding and/or insurance company approved by the Contracting 
Authority in accordance with the eligibility criteria applicable for 
the award of the Contract. 
11.4 Unless stated otherwise in the Special Conditions, the performance 
guarantee shall be denominated in the types and proportions of cur­
rencies in which the Contract is payable. 
11.5 No payments shall be made in favour of the Supplier prior to the pro­
vision of the guarantee. The guarantee shall continue to remain 
valid until the Contract has been fully and properly performed. 
11.6 During the performance of the Contract, if the natural or legal per­
son providing the guarantee is not able to abide by his commitments, 
the guarantee shall cease to be valid. The Contracting Authority 
shall give formal notice to the Supplier to provide a new guarantee 
on the same terms as the previous one. Should the Supplier fail to 
provide a new guarantee, the Contracting Authority may terminate the 
Contract. 
11.7 The Contracting Authority shall demand payment from the guarantee of 
all sums for which the guarantor is liable under the guarantee due to 
the Supplier's default under the Contract, in accordance with the 
terms of the guarantee and up to the value thereof. The guarantor 
shall, without delay, pay those sums upon demand from the Contracting 
Authority and may not raise any objection for any reason Whatsoever. 
Prior to making any claim under the performance guarantee, the 
Contracting Authority shall notify the Supplier stating the nature of 
the default in respect of which the claim is to be made. 
11.8 Except for such part as may be specified in the Special Conditions in 
respect of after-sales service, the performance guarantee shall be 
released within 30 days of the issue of the signed final statement of 
account referred to in Article 33. 
- 119 
ARTICLE 12 
Insurance 
12.1 Without prejudice to Article 37 the Special Conditions may require 
that the carriage of Supplies shall be covered by an insurance policy 
the terms of which may be laid down therein. The Special Conditions 
may also make provision for other types of insurance to be borne by 
the Supplier. 
12.2 Notwithstanding the obligations of the Supplier to insure in accor­
dance with Article 12.1, the Supplier shall be solely liable and 
shall indemnify the Contracting Authority and the Supervisor against 
any claims by third parties for damage to property or personal inju­
ries arising from the execution of the Contract by the Supplier, his 
sub-contractors and employees in connection with the Contract. 
ARTICLE 13 
Performance Programme 
13.1 If the Special Conditions so require, the Supplier shall submit for 
the approval of the Supervisor a programme of performance of the Con­
tract. The programme shall contain at least the following :-
a) the order in Which the Supplier proposes to execute the Contract 
including design, manufacture, delivery to place of acceptance, 
installation, testing and commissioning; 
b) the Time Limits within Which submission and approval of the Draw­
ings are required; 
c) a general description of the methods Which the Supplier proposes 
to adopt for executing the Contract; and 
d) such further details and information as the Supervisor may reason­
ably require. 
13.2 The approval of the programme by the Supervisor shall not relieve the 
Supplier from any of his obligations under the Contract. 
13.3 No material alteration to the programme shall be made without the ap­
proval of the Supervisor. If, however, the progress of the perfor­
mance of the Contract does not conform to the programme, the Super­
visor may instruct the Supplier to revise the programme and submit 
the revised programme to him for approval. 
- 120 -
ARTICLE 14 
Detailed Breakdown of Prices 
14.1 Where appropriate and within a period of not more than 20 days fol­
lowing the Supervisor's reasoned request, the Supplier shall provide 
a detailed breakdown of his rates and prices, where such breakdown is 
required for any purpose under the Contract. 
14.2 After the notification of award of Contract, the Supplier shall, 
Where appropriate and within the Time Limits stated in the Special 
Conditions, provide to the Supervisor for his information only, a de­
tailed cash flow estimate, in quarterly periods, of all payments 
which may be due to the Supplier under the Contract. The Supplier 
shall subsequently supply revised cash flow estimates at quarterly 
intervals, if so required by the Supervisor. The Communication shall 
not impose any liability whatsoever on the Contracting Authority or 
the Supervisor 
ARTICLE 15 
Supplier's Drawings 
15.1 If the Special Conditions so provide, the Supplier shall submit to 
the Supervisor for approval:-
a) such drawings, documents, samples, and/or models as may be speci­
fied in the Contract within the Time Limits laid down therein or 
in the programme of performance; 
b) such drawings as the Supervisor may reasonably require for the 
performance of the Contract. 
15.2 If the Supervisor fails to notify his decision of approval referred 
to in Article 15.1 within the Time Limits required by the Contract or 
the approved programme of performance, such drawings, documents, sam­
ples or models shall be deemed to be approved at the end of the Time 
Limit specified. If no Time Limit is specified they shall be deemed 
to be approved 30 days after receipt. 
15.3 Approved Drawings, documents, samples and models shall be signed or 
otherwise identified by the Supervisor and shall not be departed from 
except as otherwise instructed by the Supervisor. Any Supplier's 
drawings, documents, samples or models Which the Supervisor fails to 
approve, shall be forthwith modified to meet the requirements of the 
Supervisor and resubmitted by the Supplier for approval. 
15.4 The Supplier shall supply additional copies of approved Drawings in 
the form and numbers stated in the Contract or in subsequent Admini­
strative Orders. 
- 121 -
15.5 The approval of the Drawings, documents, samples or models shall not 
relieve the Supplier from any of his obligations under the Contract. 
15.6 The Supervisor shall have the right at all reasonable times to in­
spect all Contract Drawings, documents, samples or models at the Sup­
plier's premises. 
15.7 Before provisional acceptance of the Supplies, the Supplier shall 
supply operation and maintenance manuals together with drawings, 
which shall be in such detail as will enable the Contracting Authori­
ty to operate, maintain, adjust and repair all parts of the Supplies. 
Unless otherwise stated in the Special Conditions, the manuals and 
drawings shall be in the language of the Contract and in such forms 
and numbers as stated in the Contract. The Supplies shall not be 
considered to be completed for the purpose of provisional acceptance 
until such manuals and drawings have been supplied to the Contracting 
Authority. 
ARTICLE 16 
Sufficiency of Tender Prices 
16.1 Subject to any additional provisions which may be laid down in the 
Special Conditions, the Supplier shall be deemed to have satisfied 
himself before submitting his tender as to the correctness and suffi­
ciency of the tender and to have taken account of all that is re­
quired for the full and proper performance of the Contract and to 
have included in his rates and prices all costs related to the Sup­
plies, in particular:-
a) the costs of transport; 
b) the costs of handling, packing, loading, unloading, transit, de­
livery, unpacking, checking, insurance, and other administrative 
costs in connection with the Supplies. The packaging shall be the 
property of the Contracting Authority unless the Special Condi­
tions provide otherwise; 
c) the cost of documents relating to the Supplies Where such docu­
ments are required by the Contracting Authority; 
d) performance and supervision of on-site assembly and/or start up of 
the delivered Supplies; 
e) furnishing of tools required for assembly and/or maintenance of 
the delivered Supplies; 
f) furnishing of detailed operation and maintenance manual for each 
unit of the delivered Supplies, as specified in the Contract; 
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g) supervision or maintenance and/or repair of the Supplies, for a 
period of time stated in the Contract, provided that this service 
shall not relieve the Supplier of any warranty obligations under 
the Contract; and 
h) training of the Contracting Authority's personnel, at the Suppli­
er's factory and/or elsewhere as specified in the Contract. 
16.2 Since the Supplier is deemed to have determined his prices on the ba­
sis of his own calculations, operations and estimates, he shall carry 
out without additional charge any work which is the subject of any 
item Whatsoever in his tender for Which he neither indicates a unit 
price nor a firm sum. 
ARTICLE 17 
Patents and Licenses 
Save Where otherwise provided in the Special Conditions, the Supplier 
shall indemnify the Contracting Authority and the Supervisor against 
any claim resulting from the use, as specified in the Contract, of 
patents, licences, Drawings, designs, models, or brand or trade 
marks, except Where such infringement results from compliance with 
the design or specifications provided by the Contracting Authority 
and/or the Supervisor. 
ŒMdENCMNr AND DELAYS 
ARTICLE 18 
Commencement Orders 
18.1 The Contracting Authority shall fix the date on Which performance of 
the Contract is to commence, and advise the Supplier either in the 
notification of award of Contract or by Administrative Order issued 
by the Supervisor. 
18.2 The date for commencing performance shall be no later than 180 days 
following notification of award of Contract unless agreed otherwise 
by the parties. 
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ARTICLE 19 
Period of Performance 
19.1 The period of performance shall commence on the date fixed in accor­
dance with Article 18.1 and shall be as stated in the Contract, with­
out prejudice to extensions of the period Which may be granted under 
Article 20. 
19.2 If provision is made for separate periods of performance for supply 
in separate lots, such periods shall not be aggregated in cases where 
one Supplier is allocated more than one lot. 
ARTICLE 20 
Extension of Period of Performance 
20.1 The Supplier may request an extension to the period of performance if 
he is or will be delayed in completing the Contract by any of the 
following causes:-
a) extra or additional Supplies ordered by the Contracting Authority. 
b) exceptional weather conditions in the State of the Contracting Au­
thority which may affect installation or erection of the Supplies; 
c) physical obstructions or conditions Which may affect delivery of 
the Supplies, Which could not reasonably have been foreseen by a 
competent Supplier; 
d) Administrative Orders affecting the date of completion other than 
those arising from the Supplier's default; 
e) failure of the Contracting Authority to fulfil his obligations 
under the Contract; 
f) any suspension of the delivery and/or installation of the Supplies 
which is not due to the Supplier's default; 
g) force majeure; 
h) any other causes referred to in these General Conditions which are 
not due to the Supplier's default. 
20.2 The Supplier shall, within 15 days of becoming aware that delay may 
occur, notify the Supervisor of his intention to make a request for 
extension of the period of performance to which he considers himself 
entitled, and shall within 60 days thereafter, except where otherwise 
agreed between the Supplier and the Supervisor, deliver to the Super­
visor full and detailed particulars of the request, in order that 
such request may be investigated at the time. 
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20.3 The Supervisor shall, by written notice to the Supplier after due 
consultation with the Contracting Authority and where approriate, the 
Supplier, grant such extension of the period of performance as may be 
justified, either prospectively or retrospectively or, inform the 
Supplier that he is not entitled to an extension. 
ARTICLE 21 
Delays in Performance 
21.1 If the Supplier fails to deliver any or all of the goods or perform 
the services within the time period(s) specified in the Contract, the 
Contracting Authority shall, without formal notice and without preju­
dice to his other remedies under the Contract, be entitled to Liqui­
dated Damages for every day or part thereof which shall elapse be­
tween the end of the period specified for performance, or extended 
performance under Article 20, and the actual date of completion, at 
the rate and up to the maximum amount specified in the Special Con­
ditions. 
21.2 If the Contracting Authority has become entitled to the maximum claim 
under Article 21.1 he may, after giving notice to the Supplier:-
a) seize the performance guarantee; and/or 
b) terminate the Contract; and 
c) enter into a contract with a third party at the Supplier's cost 
for the provision of the balance of the Supplies. 
ARTICLES 22 
Variations 
22.1 The Supervisor shall have power to order any variation to any part of 
the Supplies necessary for the proper completion and/or functioning 
of the Supplies. Such variations may include additions, omissions, 
substitutions, changes in quality, quantity, form, character, kind,as 
well as Drawings, designs or specifications where the Supplies are to 
be specifically manufactured for the Contracting Authority, method of 
shipment or packing, place of delivery, and in the specified se­
quence, method or timing of execution of the Supplies. No order for 
a variation shall have the effect of invalidating the Contract, but 
the financial effect, if any, of all such variations shall be valued 
in accordance with Article 22.5 and 22.7. 
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22.2 No variation shall be made except by Administrative Order, provided 
that:-
a) if for any reason, the Supervisor shall find it necessary to give 
an order orally, he shall as soon as possible thereafter confirm 
the order by an Administrative Order; 
b) if the Supplier shall confirm in writing an oral order given for 
the purpose of Article 22.2 (a) and the confirmation shall not be 
contradicted in writing forthwith by the Supervisor, an Admini­
strative Order shall be deemed to have been issued for the varia­
tion. 
c) an Administrative Order for variation shall not be required for 
increase or decrease in the quantity of any work Where such in­
crease or decrease is the result of the quantity exceeding or 
being less than that stated in the Bill of Quantities or Price 
Schedule. 
22.3 Save as provided by Article 22.2, prior to any Administrative Order 
for variation, the Supervisor shall notify the Supplier of the nature 
and form of such variation. As soon as possible, after receiving 
such notice, the Supplier shall submit to the Supervisor a proposal 
containing:-
a) a description of the tasks, if any, to be performed or the mea­
sures to be taken and a programme for execution; and 
b) any necessary modifications to the programme of performance or to 
any of the Supplier's obligations under the Contract; and 
c) any adjustment to the Contract Price in accordance with the rules 
as set out in Article 22. 
22.4 Following the receipt of the Supplier's submission referred to in 
Article 22.3, the Supervisor shall, after due consultation with the 
Contracting Authority and, where appropriate, the Supplier, decide as 
soon as possible whether or not the variation shall be carried out. 
If the Supervisor decides that the variation shall be carried out he 
shall issue the Administrative Order stating that the variation shall 
be carried out at the prices and under the conditions given in the 
Supplier's submission referred to in Article 22.3 or as modified by 
the Supervisor in accordance with Article 22.5. 
22.5 The prices for all variations ordered by the Supervisor in accor­
dance with Articles 22.2 and 22.4 shall be ascertained by the Super­
visor in accordance with the following principles:-
a) Where the task is of similar character and executed under similar 
conditions to an item priced in the Bill of Quantities or Price 
Schedule it shall be valued at such rates and prices contained 
therein; 
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b) Where the task is not of a similar character or is not executed 
under similar conditions, the rates and prices in the Contract 
shall be used as the basis for valuation so far as is reasonable, 
failing which, a fair valuation shall be made by the Supervisor; 
c) if the nature or amount of any variation relative to the nature or 
amount of the Whole of the Contract or to any part thereof shall 
be such that in the opinion of the Supervisor any rate or price 
contained in the Contract for any item of work is by reason of 
such variation rendered unreasonable, then the Supervisor shall 
fix such rate or price as in the circumstances he shall think rea­
sonable and proper; 
d) Where a variation is necessitated by default or breach of Contract 
by the Supplier, any additional cost attributable to such varia­
tion shall be borne by the Supplier. 
22.6 On receipt of the Administrative Order requesting the variation, the 
Supplier shall proceed to carry out the variation and be bound by 
these General Conditions in so doing as if such variation were stated 
in the Contract. The Supplies shall not be delayed pending the 
granting of any extension of time for completion or adjustment to the 
Contract Price. Where the order for a variation precedes the adjust­
ment to the Contract Price, the Supplier shall keep records of the 
costs of undertaking the variation and of time expended thereon. 
Such records shall be open to inspection by the Supervisor at all 
reasonable times. 
22.7 Where on provisional acceptance, an increase or reduction in the 
total value of supplies required under the Contract resulting from an 
Administrative Order, or from some other circumstance Which is not 
caused by the Supplier's default, exceeds 15% of the Contract price, 
the Supervisor shall, after consultation with the Contracting Author­
ity and the Supplier determine any additions to or reduction from the 
Contract Price as a consequence of the application of Article 22.5. 
The sum so determined shall be based on the amount by which the in­
crease or decrease in value of the Supplies exceeds 15%. The sum 
shall be notified by the Supervisor to the Contracting Authority and 
the Supplier and the Contract Price adjusted accordingly. 
ARTICLE 23 
Suspension 
23.1 The Supervisor may, by Administrative Order, at any time, instruct 
the Supplier to suspend:-
a) progress of the manufacture of the Supplies; or 
b) delivery of Supplies to the place of acceptance at the time speci­
fied for delivery in the performance programme or, if no time is 
specified, at the time appropriate for it to be delivered; or 
- 127 
c) the installation of the Supplies which have been delivered to the 
place of acceptance. 
23.2 The Supplier shall, during suspension, protect and secure the Sup­
plies affected at the Supplier's warehouse or elsewhere, against any 
deterioration, loss or damage to the extent possible and as instruct­
ed by the Supervisor, even if the Supplies have been delivered to the 
place of acceptance in accordance with the Contract but Whose instal­
lation has been suspended by the Supervisor. 
23.3 Additional expenses incurred in connection with such protective mea­
sure shall be added to the Contract Price. The Supplier shall not be 
entitled to be paid any additional expenses if the suspension is:-
a) otherwise provided for in the Contract; or 
b) necessary by reason of normal climatic conditions at the place of 
acceptance; or 
c) necessary by reason of some default of the Supplier; or 
d) necessary for the safety or the proper execution of the Contract 
or any part thereof insofar as such necessity does not arise from 
any act or default by the Supervisor or the Contracting Authority. 
23.4 The Supplier shall not be entitled to such additions to the Contract 
Price unless he notifies the Supervisor, within 30 days after receipt 
of the order to suspend progress or delivery.of his intention to make 
a claim for them. 
23.5 The Supervisor, after consultation with the Contracting Authority and 
the Supplier, shall determine such extra payment and/or extension of 
the period of performance to be made to the Supplier in respect of 
such claim as shall, in the opinion of the Supervisor, be fair and 
reasonable. 
23.6 If the period of suspension exceeds 180 days, and the suspension is 
not due to the Supplier's default, the Supplier may, by notice to the 
Supervisor, request permission to proceed with the Supplies within 30 
days, or terminate the Contract. 
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MATERIALS AT© WORKMANSHIP 
ARTICLE 24 
Quality of Supplies 
24.1 The Supplies must in all respects satisfy the technical specifica­
tions laid down in the Special Conditions and conform in all respects 
with the Drawings, surveys, models, samples, patterns, and other re­
quirements in the Contract which shall be held at the disposal of the 
Contracting Authority or the Supervisor for the purposes of iden­
tification throughout the period of performance. 
24.2 Any preliminary technical acceptance stipulated in the Special Condi­
tions shall be the subject of a request sent by the Supplier to the 
Supervisor. The request shall indicate the specification of the ma­
terials, items and samples submitted for such acceptance according to 
the Contract, the lot number and the place Where acceptance is to 
take place, as appropriate. The materials, items and samples speci­
fied in the request must be certified by the Supervisor as meeting 
the requirements for such acceptance prior to their incorporation in 
the Supplies. 
24.3 Even if materials or items to be incorporated in the Supplies or in 
the manufacture of components to be supplied have been technically 
accepted in this way, they may still be rejected and must be replaced 
immediately by the Supplier if a further examination reveals defects 
or faults. The Supplier may be given the opportunity to repair and 
make good materials and items Which have been rejected, but such ma­
terials and items will be accepted for incorporation in the Supplies 
only if they have been repaired and made good to the satisfaction of 
the Supervisor. 
ARTICLE 25 
Inspection and Testing 
25.1 The Supplier shall ensure that the Supplies are delivered to the 
place of acceptance in time to allow the Supervisor to proceed with 
acceptance of the Supplies. The Supplier is deemed to have fully ap­
preciated the difficulties Which he might encounter in this respect, 
and he shall not be permitted to advance any grounds for delay in 
fulfilling his obligations. 
25.2 The Supervisor shall be entitled either by himself or his agent, from 
time to time, to inspect, examine, measure and test the components, 
materials and workmanship, and check the progress of preparation, 
fabrication or manufacture of anything being prepared, fabricated or 
manufactured for delivery under the Contract in order to establish 
- 129 -
whether the components, materials and workmanship are of the requi­
site quality and quantity. This shall take place at the place of man­
ufacture, fabrication or preparation or at the place of acceptance or 
at such other places as may be specified in the Contract. 
25.3 For the purposes of such tests and inspections, the Supplier shall:-
•-—•-a) provide to the Supervisor, temporarily and free of charge, such 
assistance, test samples or parts, machines, equipment, tools, 
labour, materials, Drawings and production data as are normally 
required for inspection and testing; 
b) agree, with the Supervisor, on the time and place for tests; 
c) provide access for the Supervisor at all reasonable times to the 
place where the tests are to be carried out. 
25.4 If the Supervisor is not present on the date agreed for tests, the 
Supplier may, unless otherwise instructed by the Supervisor, proceed 
with the tests, Which shall be deemed to have been made in the Super­
visor's presence. The Supplier shall forthwith forward duly certi­
fied copies of the test results to the Supervisor, Who shall, if he 
has not attended the test, be bound by the test results. 
25.5 When components and materials have passed the tests referred to in 
Article 25, the Supervisor shall notify the Supplier or endorse the 
Supplier's certificate to that effect. 
25.6 If the Supervisor and the Supplier disagree on the test results, each 
shall give a statement of his views to the other within 15 days after 
such disagreement arises. The Supervisor or the Supplier may require 
such tests to be repeated on the same terms and conditions or, if 
either party so requests, by an expert to be selected by common con­
sent. All test reports shall be submitted to the Supervisor who 
shall communicate the results of these tests without delay to the 
Supplier. The results of the retesting shall be conclusive. The 
cost of retesting shall be borne by the party Whose views are proved 
wrong by the retesting. 
25.7 In the performance of his duties, the Supervisor and all persons au­
thorized by him shall disclose only to those persons Who are entitled 
to know of it information Which he has obtained by reason of his in­
spection and testing of the methods of manufacture and operation of 
the undertaking. 
ARTICLE 26 
Property in the Supplies 
26.1 The Special Conditions may provide that the Supplier, for the purpose 
of securing payment under Article 32 in respect of any part of the 
Supplies before delivery to the place of acceptance, shall:-
- 130 -
a) vest that part of the Supplies in the Contracting Authority; or 
b) make that part of the Supplies subject to a lien in favour of the 
Contracting Authority; or 
c) make that part of the Supplies subject to any other arrangement 
regarding priority interest or security. 
26.2 Upon termination of the Contract before completion, the Supplier 
shall deliver to the Contracting Authority any part of the Supplies 
the property in Which has vested in the Contracting Authority or been 
made subject to a lien by virtue of Article 26.1. If he fails to do 
so the Contracting Authority may take such appropriate action as it 
deems fit in order to obtain possession of such Supplies, and recover 
the cost of so doing from the Supplier. 
PAYMENTS 
ARTICLE 27 
General Provisions 
27.1 Payments shall be made in the National Currency except as otherwise 
stipulated in the Contract. 
27.2 The administrative or technical conditions to Which the payment of 
advances, interim and/or final payments made in accordance with 
Articles 28 to 36 are subject, shall be as stated in the Special Con­
ditions. 
ARTICLE 28 
Provisional Price Contracts 
28.1 In exceptional cases, where all the prices cannot be predetermined, a 
provisional price contract may be awarded after consultation and 
agreement between the Contracting Authority and the Supplier. The 
amount of the Contract shall be determined initially on the basisof 
provisional prices and, after the conditions for performance of the 
Contract are known, by the procedure specified in the Special 
Conditions. 
28.2 The Supplier shall supply such information as the Contracting Author­
ity or the Supervisor may reasonably require in respect of any matter 
relating to the Contract for the purpose of the calculation. Where 
agreement cannot be reached on the valuation of the Supplies, the 
amounts payable shall be determined by the Supervisor. 
- 131 -
ARTICLE 29 
Advances 
29.1 Unless otherwise provided in the Special Conditions, advances shall 
be granted to the Supplier, at his request, for operations connected 
with the provision of the Supplies as a lump-sum advance. 
29.2 Subject to the provisions of the Special Conditions, the total amount 
of the advances shall not exceed 60% of the Contract Price. 
29.3 No advance shall be granted until:-
a) the conclusion of the Contract; 
b) provision to the Contracting Authority by the Supplier of the per­
formance guarantee in accordance with Article 11; and 
c) provision to the Contracting Authority by the Supplier of a sepa­
rate directly liable guarantee for the full amount of the advance 
by the institutions referred to in Article 11.3, Which shall re­
main effective for at least 60 days after provisional acceptance 
of the Supplies. 
29.4 The Supplier shall use the advance exclusively for operations con­
nected with the provision of the Supplies. Should the Supplier misuse 
any portion of the advance, it shall become due and repayable immedi­
ately and no further advance payment shall be made to him. 
29.5 Should the advance guarantee cease to be valid and the Supplier fail 
to re-validate it, either a deduction equal to the amount of the ad­
vance may be made by the Contracting Authority from future payments 
due to the Supplier under the Contract, or the Contracting Authority 
may apply the provisions of Article 11.6 
29.6 If the Contract is terminated for any reason Whatsoever, the guaran­
tees securing the advances may be invoked forthwith in order to repay 
the balance of the advances still owed by the Supplier, and the guar­
antor shall not delay payment or raise objection for any reason 
whatever. 
29.7 The advance guarantee provided for in Article 29 shall not be re­
leased before provisional acceptance of the Supplies but shall be re­
leased within 60 days thereafter. 
29.8 Further conditions and procedures for granting and repaying advances 
shall be as laid down in the Special Conditions. 
- 132 -
ARTICLE 30 
Retention Sums 
30.1 The sum which shall be retained from interim payments byway of guar­
antee to meet the Supplier's obligations during the Warranty Period, 
and the detailed rules governing that guarantee, shall be as stipu­
lated in the Special Conditions, provided that it shall, in no case 
exceed 10% of the Contract Price. 
30.2 Subject to the approval of the Contracting Authority, the Supplier 
may, if he so wishes, substitute, not later than the provisional ac­
ceptance of the Supplies, these retention sums by a retention guaran­
tee issued in accordance with Article 11.3. 
30.3 The sum retained or the retention guarantee shall be released within 
90 days of the date of final acceptance of the Supplies. 
ARTICLE 31 
Revision of Prices 
31.1 Unless otherwise stipulated in the Special Conditions, and except as 
provided in Article 31.4, Contracts shall be at fixed prices which 
shall not be revised. 
31.2 Where prices may be revised under the Contract, such revision shall 
take into account variations in the prices of significant local or 
external elements which served as a basis for the calculation of the 
tender price, such as manpower, services, materials and supplies, as 
well as charges laid down by law or regulation. The detailed rules 
for the revision shall be as laid down in the Special Conditions. 
31.3 Prices contained in the Supplier's tender shall be deemed:-
a) to have been arrived at on the basis of the conditions in force 30 
days prior to the latest date fixed for submission of tenders or, 
in the case of direct agreement Contracts, on the date the Con­
tract. 
b) to have taken account of the legislation and the relevant tax ar­
rangements applicable at the reference date fixed in Article 31.3 
(a). 
- 133 -
31.4 In the event of changes to, or introduction of, any national or State 
statute, ordinance, decree or other law, or any regulation or bye-law 
of any local or other public authority, after the date stated in 
Article 31.3 which causes a change in the contractual relationship 
between parties to the Contract, the Contracting Authority and the 
Supplier shall consult on how best to proceed further under the Con­
tract, and may as a result of such consultation decide:-
a) to modify the Contract; or 
b) on payment of compensation for the resulting imbalance by one 
party to the other; or 
c) to terminate the Contract by mutual agreement. 
31.5 In the event of a delay in the execution of the Contract for which 
the Supplier is responsible or at the end of the period of perfor­
mance revised as necessary in accordance with the Contract, there 
shall be no further revision of prices within the 30 days before pro­
visional acceptance except for the application of new price index­
ation, if this is to the benefit of the Contracting Authority. 
ARTICLE 32 
Interim Payments 
32.1 Unless otherwise specified in the Special Conditions, the Supplier 
shall submit an application for interim payment to the Supervisor at 
the end of each period referred to in Article 32.7 in a form approved 
by the Supervisor. The application shall include the following 
items, as applicable:-
a) the estimated Contract value of the Supplies delivered up to the 
end of the period in question; 
b) an amount reflecting any revision of prices pursuant to Article 
31; 
c) an amount to be withheld as retention sum under Article 30; 
d) any credit and/or debit for the period in question in respect of 
Supplies delivered under the Contract, but not yet installed or 
commissioned in the amount and under the conditions set out in 
Article 32.2; 
e) any other sum to which the Supplier may be entitled under the Con­
tract. 
- 134 -
32.2 The Supplier shall be entitled to such sums as the Supervisor may 
consider proper in respect of Supplies delivered under the Contract, 
but not yet installed or commissioned, provided that:-
a) the Supplies conform to the specification of the Contract and are 
set out in batches in a way that they may be recognised by the 
Supervisor; 
b) such Supplies have been delivered to the place of acceptance, and 
are properly stored and protected against loss, damage or deterio­
ration to the satisfaction of the Supervisor; 
c) the Supplier's record of requirements, orders, receipts and use of 
goods and materials under the Contract are kept in a form approved 
by the Supervisor and such records are available for inspection by 
the Supervisor; 
d) the Supplier submits with his statement, the estimated value of 
the Supplies at the place of acceptance, together with such docu­
ments as may be required by the Supervisor for the purpose of val­
uation of the Supplies and providing evidence of ownership and 
payment therefor; and 
e) where the Special Conditions so provide, ownership of the Supplies 
shall be deemed to be vested in the Contracting Authority; 
32.3 Approval by the Supervisor of any interim payment certified by him in 
respect of goods and materials pursuant to Article 32 shall be with­
out prejudice to the exercise of any power of the Supervisor under 
the Contract to reject any goods and materials which are not in ac­
cordance with the provisions of the Contract. Where the Special Con­
ditions so provide, upon any such rejection the property in the re­
jected goods and materials shall immediately revert to the Supplier. 
32.4 The Supplier shall be responsible for any loss or damage to and for 
the cost of storing, handling of and removing from the place of ac­
ceptance, such goods and materials which have been rejected and shall 
effect such additional insurance as may be necessary to cover the 
risk of such loss or damage from any cause. 
32.5 Within 30 days of receipt of the said application for interim pay­
ment, it shall be approved or amended in such manner that, in the 
Supervisor's opinion, it reflects the amount due to the Supplier in 
accordance with the Contract. In cases where there is a difference of 
opinion as to the value of an item, the Supervisor's view shall pre­
vail. On determination of the amount due to the Supplier, the Super­
visor shall issue to the Contracting Authority and the Supplier, an 
interim payment certificate for the amount due to the Supplier and 
shall inform the Supplier of the Supplies for which payment is being 
made. 
- 135 -
32.6 The Supervisor may, by an interim payment certificate, make any cor­
rections or modifications to any previous certificate issued by him 
and shall have power to modify the valuation in or withhold the issu­
ing of any interim payment certificate if the Contract, or any part 
thereof, has not been executed to his satisfaction. 
32.7 The frequency of interim payments shall be laid down in the Special 
Conditions in accordance with the characteristics of the Supplies. 
32.8 The Special Conditions may require certain interim payments to be 
fully secured by a guarantee approved in accordance with Article 11. 
ARTICLE 33 
Final Statement of Account 
33.1 Not later than 60 days after the issue of the Final Acceptance cer­
tificate referred to in Article 41, the Supplier shall submit to the 
Supervisor a draft final statement of account with supporting docu­
ments showing in detail the value of the Supplies provided in accor­
dance with the Contract, together with all further sums which the 
Supplier considers to be due to him under the Contract in order to 
enable the Supervisor to prepare the final statement of account. The 
Special Conditions may, however, in accordance with Article 33.6, 
state that the draft final statement of account and further proceed­
ings related thereto, be dealt with before the issue of the provi­
sional acceptance certificate. 
33.2 Within 60 days after receipt of this draft final statement of account 
and of all information reasonably required for its verification, the 
Supervisor shall prepare the final statement of account, which de­
termines :-
a) the amount which in his opinion is finally due under the Contract; 
and 
b) after establishing the amounts previously paid by the Contracting 
Authority and all sums to which the Contracting Authority is enti­
tled under the Contract, the balance, if any, due from the Con­
tracting Authority to the Supplier, or from the Supplier to the 
Contracting Authority, as the case may be. 
33.3 The Supervisor shall issue to the Contracting Authority or its duly 
authorised representative, and to the Supplier, the final statement 
of account showing the final amount to which the Supplier is entitled 
under the Contract. The Contracting Authority or its duly authorised 
representative and the Supplier shall sign the final statement of ac­
count as an acknowledgement of the full and final value of the Sup­
plies provided under the Contract and shall promptly submit the 
signed copy to the Supervisor. However, the final statement of ac­
count shall not include amounts in dispute which are the subject of 
negotiations, conciliation, arbitration or litigation. 
- 136 -
33.4 The final statement of account signed by the Supplier shall consti­
tute a written discharge of the Contracting Authority confirming that 
the total of the final statement of account represents full and final 
settlement of all monies due to the Supplier underthe Contract, other 
than those amounts which are the subject of amicable settlement, ar­
bitration or litigation. However, such discharge shall become effec­
tive only after any payment due in accordance with the final state­
ment of account has been made and the performance guarantee referred 
to in Article 11, has been returned to the Supplier. 
33.5 The 
ma e Contracting Authority shall not be liable to the Supplier for any 
tter or thing whatsoever arising out of, or in connection with, the 
Contract or provision of the Supplies, unless the Supplier shall have 
included a claim in respect thereof in his draft final statement of 
account. 
33.6 The provisions of Article 33 may be varied by the Special Conditions 
having regard to the practices in the State of the Contracting Au­
thority. 
ARTICLE 34 
Payment to Third Parties 
34.1 All orders for payment to third parties may be carried out only after 
an assignment made in accordance with Article 6. The assignment 
shall be notified to the Contracting Authority. 
34.2 Notification of beneficiaries of the assignment shall be the sole re­
sponsibility of the Supplier. 
34.3 In the event of a legally binding attachment of the property of the 
Supplier affecting payments due to him under the Contract, and with­
out prejudice to the Time Limit laid down in Article 35, the Con­
tracting Authority shall have 30 days, starting from the day when it 
receives notification of the definitive lifting of the obstacle to 
payment, to resume payments to the Supplier. 
- 137 -
ARTICLE 35 
Delayed Payments 
35.1 Payment to the Supplier of the amounts due under each of the interim 
payment certificates and the final statement of account issued by the 
Supervisor shall be made by the Contracting Authority within 90 days 
of such certificate or statement being delivered to the Contracting 
Authority. If the period laid down for payment has been exceeded,the 
Supplier shall qualify for interest calculated pro rata on the basis 
of the number of days delay at the rate specified in the Special Con­
ditions subject to a maximum period, also specified therein. The 
Supplier shall be entitled to such payment without prejudice to any 
other right or remedy under the Contract. In the case of the final 
statement of account, the interest for the delayed payment shall be 
calculated on a daily basis at the rate specified in the Special Con­
ditions. 
35.2 Any default in payment of more than 120 days from the expiry of the 
period laid down in Article 35.1 shall entitle the Supplier either 
not to perform the Contract or to terminate it. 
ARTICLE 36 
Payments in Foreign Currency 
Where under the Contract the Supplier is entitled to payments in For­
eign Currency, the rates of exchange for calculating the payments 
shall be those prevailing, as determined by the Central Bank of the 
State of the Contracting Authority, 30 days prior to the latest date 
fixed for the submission of tenders for the Contract. Such rates of 
exchange shall not be varied. 
ACCEPTANCE AND MMNIENANCE 
ARTICLE 37 
Delivery 
37.1 The Supplier shall deliver the Supplies in accordance with the terms 
specified in the Contract and the Supplies shall remain at the risk 
of the Supplier until provisional acceptance. 
- 138 -
37.2 The Supplier shall provide such packaging of the Supplies as is re­
quired to prevent their damage or deterioration in transit to their 
final destination as indicated in the Contract. The packaging shall 
be sufficient to withstand, without limitation, rough handling, expo­
sure to extreme temperatures, salt and precipitation during transit 
and open storage. Package size and weights shall take into consid­
eration, Where appropriate, the remoteness of the final destination 
of the Supplies, and the possible absence of heavy handling facili­
ties at all points in transit. 
37.3 The packaging, marking and documentation within and outside the pack­
ages shall comply with such special requirements as shall be ex­
pressly provided for in the Contract, subject to any variations sub­
sequently ordered by the Supervisor. 
37.4 No Supplies shall be shipped or delivered to the place of acceptance 
until a confirmation in writing has been obtained by the Supplier 
from the Supervisor that the Supplies may be delivered. The Supplier 
shall be responsible for the delivery at the place of acceptance of 
all Supplies and Supplier's equipment required for the purpose of the 
Contract. 
37.5 Each delivery must be accompanied by a statement drawn up by the Sup­
plier. This statement, the form of which shall be as prescribed by 
the Special Conditions, shall contain, in particular:-
- the date of delivery; 
- the reference number of the Contract; 
- the identification of the Supplier; 
- particulars of the goods supplied and, where appropriate, details 
of how they were divided for packing. 
37.6 Each package must be clearly marked with its order number as shown on 
the statement referred to in Article 37.5; in the absence of indica­
tions to the contrary, this statement shall contain a list of its 
contents. 
37.7 Delivery shall be deemed to have been made when there is written evi­
dence available to both parties that delivery of the Supplies has 
taken place in accordance with the terms of the Contract and the in-
voice(s) and all such other documentation as specified in the Special 
Conditions, have been submitted to the Contracting Authority. Where 
the Supplies are delivered to an establishment of the Contracting Au­
thority, the latter shall bear the responsibility of bailee, in ac­
cordance with the requirements of the law of the Contract, during the 
time which elapses between delivery for storage and acceptance. 
- 139 -
37.8 All materials and goods supplied under the Contract shall be fully 
insured, with the Contracting Authority as beneficiary, against loss 
or damage incidental to manufacture or acquisition, transportation, 
storage and delivery in the manner specified in the Special Condi­
tions. 
ARTICLE 38 
Verification Operations 
38.1 The Supplies shall not be accepted until the prescribed verifications 
and tests have been carried out at the expense of the Supplier. The 
inspections and tests may be conducted at the point of delivery 
and/or at the final destination of the goods. 
38.2 The Supervisor shall, during the progress of the delivery of the Sup­
plies and before the Supplies are taken over, have the power to order 
or decide:-
a) the removal from the place of acceptance, within such time or 
times as may be specified in the order, of any Supplies which, in 
the opinion of the Supervisor, are not in accordance with the Con­
tract; 
b) the substitution by proper and suitable Supplies; 
c) the removal and proper re-installation, notwithstanding any previ­
ous test thereof or interim payment therefor, of any installation 
which in respect of materials, workmanship or design by the Sup­
plier for which he is responsible, is not, in the opinion of the 
Supervisor, in accordance with the Contract; 
d) that any work done or goods supplied or materials used by the Sup­
plier is or are not in accordance with the Contract, or that the 
Supplies or any portion thereof do not fulfil the requirements of 
the Contract. 
38.3 The Supplier shall, with all speed and at his own expense, make good 
the defects so specified. In case of default on the part of the Sup­
plier in carrying out such order, the Contracting Authority shall be 
entitled to employ other persons to carry out the orders and all ex­
penses consequent thereon or incidental thereto shall be recoverable 
from the Supplier by the Contracting Authority, or may be deducted by 
the Contracting Authority from any monies due or Which may become due 
to the Supplier. 
- 140 -
38.4 Supplies which are not of the required quality shall be rejected. A 
special mark may be applied to the rejected Supplies. This shall not 
be such as to alter them or affect their commercial value. Rejected 
Supplies shall be removed by the Supplier from the place of accep­
tance, if the Supervisor so requires, within a period which the 
Supervisor shall specify, failing which they shall be removed as of 
right at the expense and risk of the Supplier. Any work incorporat­
ing rejected materials shall be rejected. 
38.5 The provisions of Article 38 shall not affect the right of the Con­
tracting Authority to claim under Article 21, nor shall it in anyway 
release the Supplier from any warranty or other obligations under the 
Contract. 
ARTICLE 39 
Provisional Acceptance 
39.1 The Supplies shall be taken over by the Contracting Authority when 
they have been delivered in accordance with the Contract, have satis­
factorily passed the required tests, or have been commissioned, as 
the case may be, and a certificate of provisional acceptance has been 
issued or is deemed to have been issued. 
39.2 The Supplier may apply, by notice to the Supervisor, for a certifi­
cate of provisional acceptance not earlier than 15 days before the 
Supplies, in the Supplier's opinion, are complete and ready for pro­
visional acceptance. The Supervisor shall within 30 days after the 
receipt of the Supplier's application either: 
a) issue the certificate of provisional acceptance to the Supplier 
with a copy to the Contracting Authority stating, where appropri­
ate, his reservations and, inter-alia, the date on which, in his 
opinion, the Supplies were completed in accordance with the Con­
tract and ready for provisional acceptance; or 
b) reject the application giving his reasons and specifying the ac­
tion which, in his opinion, are required of the Supplier for the 
certificate to be issued. 
39.3 Should exceptional circumstances make it impossible to proceed with 
the acceptance of the Supplies during the period fixed for provi­
sional or final acceptance, a statement certifying such impossibility 
shall be drawn up by the Supervisor after consultation, where possi­
ble, with the Supplier. The certificate of acceptance or rejection 
shall be drawn up within 30 days following the date on which such im­
possibility ceases to exist. The Supplier shall not invoke these 
circumstances in order to avoid the obligation of presenting the Sup­
plies in a state suitable for acceptance. 
- 141 -
39.4 If the Supervisor fails either to issue the certificate of provi­
sional acceptance or to reject the Supplies within the period of 30 
days, he shall be deemed to have issued the certificate on the last 
day of that period. The certificate of provisional acceptance shall 
not be deemed to be an admission that the Supplies have been deliv­
ered in every respect. If the Supplies are divided by the Contract 
into lots, the Supplier shall be entitled to apply for separate cer­
tificates for each of the lots. 
39.5 Upon provisional acceptance of the Supplies, the Supplier shall dis­
mantle and remove temporary structures as well as materials no longer 
required for use in connection with the performance of the Contract. 
He shall also remove any litter or obstruction and redress any change 
in the condition of the place of acceptance as required by the Con­
tract. 
ARTICLE 40 
Warranty Obligations 
40.1 The Supplier shall warrant that the Supplies are new, unused, of the 
most recent models and incorporate all recent improvements in design 
and materials, unless otherwise provided in the Contract. The Sup­
plier shall further warrant that all Supplies shall have no defect 
arising from design, materials or workmanship, except insofar as the 
design or materials are required by the specifications, or from any 
act or omission of the Contracting Authority, that may develop under 
use of the Supplies in the conditions obtaining in the State of the 
Contracting Authority. 
40.2 Unless otherwise specified in the Special Conditions, this warranty 
shall remain valid for 360 days after the Supplies or any portion 
thereof, as the case may be, have been delivered and commissioned at 
the final destination indicated in the Contract, or for 540 days 
after the date of shipment from the port of loading in the country of 
origin, whichever period ends earlier. The obligation to maintain 
the Supplies shall be subject to any stipulations in the Special Con­
ditions and specifications which shall determine the period and con­
ditions thereof. 
40.3 The Supplier shall be responsible for making good any defect in or 
damage to any part of the Supplies which may appear or occur during 
the Warranty Period, or within 30 days after its expiration and which 
arise either:-
a) from the use of defective materials, faulty workmanship or design 
of the Supplier; or 
b) from any act or omission of the Supplier during the Warranty Pe­
riod; or 
- 142 -
c) in the course of an inspection made by, or on behalf of, the Con­
tracting Authority. 
40.4 The Supplier shall at his own cost make good the defect or damage as 
soon as practicable. The Warranty Period for all items replaced or 
repaired shall recommence from the date when the replacement or re­
pair was made to the satisfaction of the Supervisor. If the Contract 
provides for partial acceptance, the Warranty Period shall be ex­
tended only for the part of the Supplies affected by the replace­
ment or repair. 
40.5 If any such defects appear or such damage occurs during the period 
referred to in Article 40.3, the Contracting Authority or the Super­
visor shall notify the Supplier. If the Supplier fails to remedy a 
defect or damage within the Time Limit stipulated in the notifica­
tion, the Contracting Authority may:-
a) remedy the defect or the damage itself, or employ someone else to 
carry out the work at the Supplier's risk and cost, in Which case 
the costs incurred by the Contracting Authority shall be deducted 
from monies due to or from guarantees held against the Supplier or 
from both; or 
b) terminate the Contract. 
40.6 In case of emergency, where the Supplier cannot be reached immediate­
ly or, having been reached, is unable to take the measures required, 
the Contracting Authority or the Supervisor may have the work carried 
out at the expense of the Supplier. The Contracting Authority or the 
Supervisor shall as soon as practicable inform the Supplier of the 
action taken. 
ARTICLE 41 
After Sales Service 
An after sales service, if required by the Contract, shall be provid­
ed in accordance with the details stipulated in the Special Condi­
tions. The Supplier shall undertake to carry out or have carried out 
the maintenance and repair of Supplies and to provide a rapid supply 
of spare parts. The Special Conditions may specify that the Supplier 
shall be required to provide any or all of the following materials, 
notifications and documents pertaining to spare parts manufactured or 
distributed by the Supplier:-
a) such spare parts as the Contracting Authority may elect to pur­
chase from the Supplier, provided that this election shall not re­
lieve the Supplier of any warranty obligations under the Contract; 
and 
- 143 -
b) in the event of termination of production of the spare parts ad­
vance notification to the Contracting Authority to procure needed 
requirements; and following such termination, furnishing at no 
cost to the Contracting Authority, the blueprints, Drawings and 
specifications of the spare parts, if and when requested. 
ARTICLE 42 
Final Acceptance 
42.1 Upon the expiration of the Warranty Period or Where there is more 
than one such period, upon the expiration of the latest period and 
when all defects or damage have been rectified, the Supervisor shall 
issue to the Supplier a Final Acceptance Certificate and a 
copythereof to the Contracting Authority stating the date on which 
the Supplier completed his obligations under the Contract to the 
Supervisor's satisfaction. The Final Acceptance Certificate shall be 
given by the Supervisor within 30 days after the expiration of the 
Warranty Period, or as soon thereafter as any rectifications in­
structed, pursuant to Article 40, have been completed to the satis­
faction of the Supervisor. 
42.2 The Contract shall not be considered to be fully executed until the 
Final Acceptance Certificate has been signed by the Supervisor and 
delivered to the Contracting Authority, with a copy to the Contrac­
tor. 
42.3 Notwithstanding the issue of the Final Acceptance Certificate, the 
Supplier and the Contracting Authority shall remain liable for the 
fulfillment of any obligation incurred under the Contract prior to 
the issue of the Final Acceptance Certificate, Which remains 
unperformed at the time such Final Acceptance Certificate is issued. 
The nature and extent of any such obligation shall be determined by 
reference to the provisions of the Contract. 
BREACH OP OONTRACr AND TERMINATION 
ARTICLE 43 
Breach of Contract 
43.1 Either party commits a breach of Contract where he fails to discharge 
any of his obligations under the Contract. 
- 144 -
43.2 Where a breach of Contract occurs, the party injured by the breach 
shall be entitled to the following remedies :-
a) damages; and/or. 
b) termination of the Contract. 
43.3 Damages may be:-
a) General Damages; or 
b) Liquidated Damages. 
43.4 In any case where the Contracting Authority is entitled to damages, 
it may deduct such damages from any sums due to the Supplier or from 
the appropriate guarantee. 
ARTICLE 44 
Termination by the Contracting Authority 
44.1 The Contracting Authority may, at any time and with immediate effect, 
terminate the Contract, except as provided for in Article 44.2. 
44.2 Except as otherwise provided in these General Conditions, the Con­
tracting Authority may, after giving 7 days notice to the Supplier, 
terminate the Contract in any of the following cases where:-
a) the Supplier fails to provide the Supplies in strict accordance 
with the provisions of the Contract; 
b) the Supplier fails to comply within a reasonable time with a no­
tice given by the Supervisor requiring him to make good any 
neglect or failure to perform his obligations under the Contract 
Which seriously affect the proper and timely performance of the 
Contract; 
c) the Supplier refuses or neglects to carry out Administrative Or­
ders given by the Supervisor; 
d) the Supplier assigns the Contract or sub-contracts without the 
authorisation of the Contracting Authority; 
e) the Supplier becomes bankrupt or insolvent, or has a receiving or­
der made against him, or compounds with his creditors, or carries 
on business under a receiver, trustee or manager for the benefit 
of his creditors, or goes into liquidation; 
f) any adverse final judgment is made in respect of an offence re­
lating to the professional conduct of the Supplier; 
- 145 -
g) any other legal disability hindering performance of the Contract 
occurs; 
h) any organizational modification occurs involving a change in the 
legal personality, nature or control of the Supplier, unless such 
modification is recorded in an endorsement to the Contract; 
i) the Supplier fails to provide the required guarantee or insurance, 
or if the person providing the earlier guarantee or insurance is 
not able to abide by his commitments. 
44.3 Termination shall be without prejudice to any other rights or powers 
under the Contract of the Contracting Authority and the Supplier. 
The Contracting Authority may, thereafter, conclude any other con­
tract with a third party for the account of the Supplier. The Sup­
plier's liability for delay in completion shall immediately cease 
upon termination without prejudice to any liability thereunder that 
may have already occurred. 
44.4 The Supervisor shall, upon the issue of the notice of termination of 
the Contract, instruct the Supplier to take immediate steps to bring 
the execution of the Supplies to a close in a prompt and orderly man­
ner and to reduce expenditure to a minimum. 
44.5 The Supervisor shall, as soon as possible after termination, certify 
the value of the Supplies and all sums due to the Supplier as at the 
date of termination. 
44.6 In the event of termination:-
a) the Supplier or his representatives being present or duly sum­
moned, a report of Supplies delivered and the work performed shall 
be drawn up by the Supervisor as soon as possible, and inventories 
taken of the materials supplied and unused. A statement shall 
also be drawn up of sums owed by the Supplier to the Contracting 
Authority; 
b) the Contracting Authority may purchase, at market prices, the ma­
terials and items supplied or ordered by the Supplier and not al­
ready paid for by the Contracting Authority on such conditions as 
the Supervisor considers appropriate. 
44.7 The Contracting Authority shall not be obliged to make any further 
payments to the Supplier until the Supplies are completed, whereupon 
the Contracting Authority shall be entitled to recover from the Sup­
plier the extra costs, if any, of providing the Supplies, or shall 
pay any balance due to the Supplier prior to termination of the Con­
tract. 
- 146 
44.8 If the Contracting Authority terminates the Contract, it shall be en­
titled to recover from the Supplier any loss it has suffered up to 
the maximum amount stated in the Contract. If no maximum amount is 
stated, the Contracting Authority shall not be entitled to recover 
more than the part of the Contract Price corresponding to the value 
of that part of the Supplies which cannot, by reason of the Suppli­
er's failure, be put to the intended use. 
44.9 Where the termination is not due to an act or omission of the Suppli­
er, the latter shall be entitled to claim, in addition to sums owing 
to him for work already performed, an indemnity for loss suffered. 
ARTICLE 45 
Termination by the Supplier 
45.1 The Supplier may, giving 14 days notice to the Contracting Authority, 
terminate the Contract if the Contracting Authority:-
a) fails to pay the Supplier the amounts due under any certificate 
issued by the Supervisor after the expiry of the Time Limit stated 
in Article 35.2; 
b) consistently fails to meet his obligations after repeated remind­
ers; or 
c) suspends the progress of the delivery of the Supplies, or any part 
thereof, for more than 180 days, for reasons not specified in the 
Contract, or not due to the Supplier's default; 
45.2 Such termination shall be without prejudice to any other rights of 
the Contracting Authority or the Supplier acquired under the Con­
tract. 
45.3 In the event of such termination, the Contracting Authority shall pay 
the Supplier for any loss or damage the Supplier may have suffered. 
Such additional payment shall not exceed a limit which has to be 
specified in the Contract. 
ARTICLE 46 
Force Majeure 
46.1 Neither party shall be considered to be in default or in breach of 
his obligations under the Contract if the performance of such obliga­
tions is prevented by any circumstances of force majeure which arises 
after the date of notification of award or the date when the Contract 
becomes effective, whichever is the earlier. 
- 147 -
46.2 The term "force majeure", as used herein shall mean acts of God, 
strikes, lock-outs or other industrial disturbances, acts of the pub­
lic enemy, wars whether declared or not, blockades, insurrection, ri­
ots, epidemics, landslides, earthquakes, storms, lightning, floods, 
washouts, civil disturbances, explosions, and any other similar un­
foreseeable events, not within the control of either party and which 
by the exercise of due diligence neither party is able to overcome. 
46.3 Notwithstanding the provisions of Articles 21 and 44, the Supplier 
shall not be liable to forfeiture of his performance guarantee, liq­
uidated damages or termination for default if, and to the extent 
that, his delay in performance or other failure to perform his obli­
gations under the Contract is the result of an event of force 
majeure. The Contracting Authority shall similarly not be liable, 
notwithstanding the provisions of Articles 35 and 45, to payment of 
interest on delayed payments, for non-performance or for termination 
by the Supplier for default, if, and to the extent that, the Con­
tracting Authority's delay or other failure to perform its obliga­
tions is the result of force majeure. 
46.4 If either party considers that any circumstances of force majeure 
have occurred which may affect performance of his obligations, he 
shall promptly notify the other party and the Supervisor, giving de­
tails of the nature, the probable duration and the likely effect 
ofthe circumstances. Unless otherwise directed by the Supervisor in 
writing, the Supplier shall continue to perform his obligations under 
the Contract as far as is reasonably practicable, and shall seek all 
reasonable alternative means for performance of his obligations which 
are not prevented by the force majeure event. The Supplier shall not 
put into effect such alternative means unless directed so to do by 
the Supervisor. 
46.5 If the Supplier incurs additional costs in complying with the Super­
visor's directions or using alternative means under Article 46.4, the 
amount thereof shall be certified by the Supervisor. 
46.6 If circumstances of force majeure have occurred and continue for a 
period of 180 days then, notwithstanding any extension of time for 
completion of the Contract that the Supplier may by reason thereof 
have been granted, either party shall be entitled to serve upon the 
other 30 days' notice to terminate the Contract. If at the expiry of 
the period of 30 days, force majeure still continues, the Contract 
shall terminate and, in consequence thereof under the law governing 
the Contract, the parties shall be released from further performance 
of the Contract. 
- 148 -
ARTICLE 47 
Decease 
47.1 Where the Supplier is a natural person, the Contract shall be auto­
matically terminated if that person dies. However, the Contracting 
Authority shall examine any proposal made by the heirs or beneficia­
ries if they have notified their wish to continue the Contract. The 
decision of the Contracting Authority shall be notified to those con­
cerned within 30 days of receipt of such proposal. 
47.2 Where the Supplier consists of natural persons and one or more of 
them die, a report shall be agreed between the parties on the 
progress of the Contract and the Contracting Authority shall decide 
whether to terminate or continue the Contract in accordance with the 
undertaking given by the survivors and by the heirs or beneficiaries, 
as the case may be. 
47.3 In the cases provided for in Articles 47.1 and 47.2, persons offering 
to continue to perform the Contract shall notify the Contracting Au­
thority thereof within 15 days of the date of decease. 
47.4 Such persons shall be jointly and severally liable, or as otherwise 
stated in the Special Conditions for the proper performance of the 
Contract to the same extent as the original Supplier. Continuation of 
the Contract shall be subject to the rules relating to establishment 
of the guarantee provided for in Article 11. 
SETTLEMENT OP DISPUTES 
ARTICLE 48 
Settlement of disputes 
48.1 The Contracting Authority and the Supplier shall make every effort to 
amicably settle any dispute relating to the Contract which may arise 
between them, or between the Supervisor and the Supplier. 
48.2 The Special Conditions shall prescribe:-
a) the procedure for the amicable settlement of disputes; 
b) the Time Limits within which the amicable settlement procedure may 
be invoked after the time that the dispute is notified to the 
other party and the maximum Time Limit within which such settle­
ment may be reached, Which may not exceed 120 days from the com­
mencement of the adopted procedure; 
- 149 -
c) the Time Limits for responding in writing to a request for amica­
ble settlement or to other requests permitted during the course of 
that procedure and the consequence of failure to comply with those 
Time Limits. 
48.3 The parties may agree to the settlement of the dispute by concilia­
tion within a specific Time Limit by a third party after the amicable 
settlement procedure adopted has failed. 
48.4 The amicable settlement or conciliation procedure adopted shall in 
all cases involve a procedure in which complaints and responses are 
notified to the other party. 
48.5 In the absence of an amicable settlement or settlement by concilia­
tion within the maximum Time Limits specified, the dispute shall:-
a) in the case of a national contract, be settled in accordance with 
the national legislation of the State of the Contracting 
Authority; and 
b) in the case of a transnational Contract, be settled by arbitration 
in accordance with the procedural rules adopted by the EBC 
Council. 
- 150 -
ANNEX IV 
GENERAL CONDITIONS 
FOR SERVICE CONTRACTS 
FINANCED BY 
THE EUROPEAN DEVELOPMENT FUND 
IN THE OCT 
TABLE OF ŒNTEOTS 
PRELIMINARY PROVISIONS % 
Page 
Article 1 Definitions 153 
Article 2 Law and Language of the Contract 155 
Article 3 Order of Precedence of Contract Documents 156 
Article 4 Notices and "Writ ten Comnuni cat ions 156 
Article 5 Supervisor and Supervisor's Representative 156 
Article 6 Assignment 157 
Article 7 Sub-contracting 158 
OBLIGATIONS OF THE CONTRACTING ALTOERTTY 
Article 8 Supply of Information 159 
Article 9 Assistance with Local Regulations 159 
OBLIGATIONS OF THE CONSULTANT 
Article 10 General Obligations 160 
Article 11 Code of Conduct 161 
Article 12 Independence 162 
Article 13 Specifications and Designs 162 
Article 14 Indemnification.... 163 
Article 15 Medical and Insurance Arrangements 164 
Article 16 Proprietary Rights in Reports and Documents 165 
NATURE OF THE SERVICES 
Article 17 The Scope of the Services 165 
Article 18 Provision of Personnel 167 
Article 19 Staff and Equipment 168 
Article 20 Trainees 169 
PERFORMANCE OF THE ŒNTRACT 
Article 21 Commencement Orders 169 
Article 22 Period of Performance 170 
Article 23 Extension of Period of Performance 170 
Article 24 Delays in Performance 171 
Article 25 Suspension 172 
- 152 -
Page 
Article 26 Variations 172 
Article 27 W>rking Hours 174 
Article 28 Leave Entitlement. 174 
Article 29 Information 175 
Article 30 Records 175 
Article 31 Submission of Reports 175 
Article 32 Approval of Reports and Documents 176 
PAYMENTS 
Article 33 General Provisions 176 
Article 34 Advances 177 
Article 35 Payment Procedure 178 
Article 36 Travel and Transport 179 
Article 37 Revision of Prices 180 
Article 38 Delayed Payments 181 
Article 39 Payment to Third Parties 181 
BREACH OF CONTRACT AND TERMINATION 
Article 40 Breach of Contract 182 
Article 41 Termination by the Contracting Authority 182 
Article 42 Termination by the Consultant 184 
Article 43 Force Majeure 185 
Article 44 Decease 186 
SETILMOT OF DISPUTES 
Article 45 Settlement of Disputes 186 
- 153 -
PRELIMINARY PROVISIONS 
ARTICLE 1 
Definitions 
1.1 The following definitions apply to these General Conditions and to 
the Contract. 
EBC: the European Economic Community. 
OCT: the association of the Overseas Countries and Territories with 
the EBC. 
Contract: the signed agreement entered into by the parties for the 
performance of the Services, including all attachments 
thereto and all documents incorporated therein. 
Consultant: the party with whom the Contracting Authority concludes 
the Contract. 
Contracting Authority: the State or the legal person governed by pub­
lic or private law which concludes the Contract, or on behalf 
of which the Contract is concluded, with the Consultant. 
The State of the Contracting Authority: the OCT on whose territory 
the Service Contract is to be executed. 
Supervisor: the government department, legal person governed by pub­
lic law or the natural or legal person designated by the 
Contracting Authority in accordance with the law of the State 
of the Contracting Authority, who is responsible for direct­
ing and/or monitoring the execution of the Service Contract, 
or to whom the Contracting Authority may delegate rights 
and/or powers under the Contract. 
Supervisor's Representative: any natural or legal person, designated 
by the Supervisor as such under the Contract, and empowered 
to represent the Supervisor in the performance of his func­
tions, and in exercising such rights and/or powers as have 
been delegated to him. Accordingly, where functions, rights 
and/or powers of the Supervisor have been delegated to the 
Supervisor's Representative, references to the Supervisor in­
clude the Supervisor's Representative. 
Services: tasks to be performed by the Consultant under the contract 
such as studies, designs, provision of technical assistance 
and training. 
- 154 -
Terms of Reference: the statement issued by the Contracting Authority 
giving the definition of his requirements and/or the objec­
tives of the Services, including, where applicable, the 
methods and means to be used by the Consultant and/or the re­
sults to be achieved by him. 
Day: calendar day. 
Time Limits: those periods in the Contract Which shall begin to run 
from the day following the act or event which serves as the 
starting point for those periods. Should the last day of the 
period fall upon a non-working day, the period shall expire 
at the end of the first working day following the last day of 
the period. 
Contract Price: the sum stated in the Contract representing the init­
ial estimate payable for the provision of the Services or 
such other sum as ascertained at the end of the Contract as 
due to the Consultant under the Contract. 
Project: the project in relation to which the Services are to be pro­
vided under the Contract. 
Price Schedule: the completed schedule of prices, including the 
breakdown of the overall price submitted by the Consultant 
with his tender, modified as necessary, and forming a part of 
the unit price Contract. 
Breakdown of the Overall Price: the itemised list of rates and prices 
showing the build-up of the price in a lump sum Contract, but 
not forming part of the Contract. 
Drawings: drawings provided by the Contracting Authority and/or the 
Supervisor, and/or drawings provided by the Consultant and 
approved by the Supervisor, for the performance of the Ser­
vices. 
Writing: any handwritten, typewritten or printed communication, in­
cluding telex, cable and facsimile transmission. 
Administrative Order: any instruction or order issued by the Super­
visor to the Consultant in writing regarding the performance 
of the Services. 
Communications: certificates, notices, orders and instructions issued 
under the Contract. 
National Currency: the currency of the State of the Contracting 
Authority. 
Foreign Currency: any permissible currency which is not the National 
Currency and which is indicated in the Contract. 
- 155 -
General Damages: the sum, not stated beforehand in the Contract, 
which is awarded by a court or arbitration tribunal, or 
agreed between the parties, as compensation payable to an in­
jured party for a breach of the Contract by the other party. 
Liquidated Damages: the sum stated in the Contract as compensation 
payable by the Consultant to the Contracting Authority for 
failure to perform the Contract or part thereof within the 
periods under the Contract, or as payable by either party to 
the other for any other specific breach identified in the 
Contract. 
Special Conditions: the Special Conditions issued by the Contracting 
Authority as part of the invitation to tender, as amended 
where necessary, and incorporated into the Contract, consist­
ing of: 
a) amendments to these General Conditions; 
b) special contractual clauses; 
c) technical specifications; and 
d) any other matter related to the Contract. 
1.2 The headings and titles in these General Conditions shall not be 
taken as part thereof or be taken into consideration in the interpre­
tation of the Contract. 
1.3 "Where the context so permits words importing the singular shall be 
deemed to include the plural and vice versa and words importing the 
masculine shall be deemed to include the feminine and vice versa. 
1.4 Vfords importing persons or parties shall include firms and companies 
and any organization having legal capacity. 
ARTICLE 2 
Law and Language of the Contract 
2.1 The law of the Contract shall be the law of the State of the 
Contracting Authority unless otherwise stated in the Special Condi­
tions. 
2.2 In all matters which are not covered by these General Conditions, the 
law of the Contract shall apply. 
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2.3 The language of the Contract and of all Ccmmuni cat ions between the 
Consultant, Contracting Authority and Supervisor or their representa­
tives shall be as stated in the Special Conditions. All reports, rec­
ommendations and dossiers prepared by the Consultant under the Con­
tract shall also be in the language stated in the Special Conditions. 
ARTICLE 3 
Order of Precedence of Contract Documents 
Unless otherwise stipulated in the Contract, the order of precedence 
of the Contract documents shall be as stated in the Special Condi­
tions. 
ARTICLE 4 
Notices and Written Communications 
4.1 Unless otherwise specified in the Special Conditions, Communicat ions 
between the Contracting Authority and/or the Supervisor on the one 
hand, and the Consultant on the other hand, shall be sent by post, 
cable, telex facsimile transmission or personal delivery, to the ap­
propriate addresses designated by these parties for that purpose. 
4.2 If the sender requires evidence of receipt, he shall state such re­
quirement in his Communication and, Whenever there is a deadline for 
the receipt of the Communication, he shall demand evidence of receipt 
of his Communication. In any event, the sender shall take all the 
necessary measures to ensure receipt of the Communication. 
4.3 Wherever in the Contract provision is made for the giving or issue of 
any notice, consent, approval, certificate or decision by any person, 
unless otherwise specified, such notice, consent, approval, certifi­
cate or decision shall be in writing and the words "notify" 
"certify", "approve" or "decide" shall be construed accordingly. Any 
such consent, approval, certificate or decision shall not unreason­
ably be withheld or delayed. 
ARTICLE 5 
Supervisor and Supervisor's Representative 
5.1 The Supervisor shall carry out the duties specified in the Contract. 
Except as expressly stated in the Contract, the Supervisor shall not 
have authority to relieve the Consultant of any of his obligations 
under the Contract. 
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5.2 The Supervisor may, from time to time, while retaining ultimate re­
sponsibility, delegate to the Supervisor's Representative any of the 
duties and authority vested in the Supervisor and he may at any time 
revoke such delegation or replace the representative. Any such dele­
gation, revocation or replacement shall be in writing and shall not 
take effect until a copy thereof has been delivered to the Con­
sultant. 
5.3 Any Communication given by the Supervisor's Representative to the 
Consultant in accordance with the terms of such delegation shall have 
the same effect as though it had been given by the Supervisor 
himself, provided that:-
a) any failure on the part of the Supervisor's Representative to dis­
approve any report or part of the Services shall not prejudice the 
authority of the Supervisor to disapprove such report or Services 
and to give the instructions necessary for the rectification 
thereof; 
b) the Supervisor shall be at liberty to reverse or vary the content 
of such Communication. 
5.4 Instructions and/or orders issued by the Supervisor shall be by way 
of Administrative Orders. Where applicable, such orders shall be 
dated, numbered and entered in a register, and copies thereof, de­
livered by hand, where appropriate, to the Consultant's representa­
tive. 
ARTICLE 6 
Assignment 
6.1 An assignment shall be valid only if it is a written agreement by 
which the Consultant transfers his Contract, or part of thereof to a 
third party. 
6.2 The Consultant, shall not, without the prior written consent of the 
Contracting Authority, assign the Contract or any part thereof, or 
any benefit or interest thereunder, except in the following cases:-
a) by a charge in favour of the Consultant's bankers of any monies 
due or to become due under the Contract; or 
b) by assignment to the Consultant's insurers of the Consultant's 
right to obtain relief against any other person liable in cases 
where the insurers have discharged the Consultant's loss or lia­
bility. 
6.3 For the purpose of Article 6.2, the approval of an assignment by the 
Contracting Authority shall not relieve the Consultant of his obliga­
tions for the part of the Contract already performed or the part not 
assigned. 
- 158 -
6.4 If the Consultant has assigned his Contract without authorization, 
the Contracting Authority may, without giving formal notice thereof, 
apply as of right the sanctions for breach of Contract provided for 
in Articles 40 and 41. 
6.5 Assignees must satisfy the eligibility criteria applicable for the 
award of the Contract. 
ARTICLE 7 
Sub-contracting 
7.1 A sub-contract shall be valid only if it is a written agreement by 
which the Consultant entrusts performance of a part of his Contract 
to a third party. 
7.2 The Consultant shall not sub-contract to nor engage another indepen­
dent consultant to perform any part of the Services without the prior 
written authorization of the Contracting Authority. The services to 
be sub-contracted and the identity of the independent consultant 
shall be notified to the Contracting Authority. The Contracting 
Authority shall, with due regard to the provisions of Article 4.3, 
within 30 days of receipt of the notification, notify the Consultant 
of his decision, stating reasons, should he withhold such authoriza­
tion. 
7.3 In the selection of sub-contractors and/or other independent con­
sultants, preference shall be given to natural persons, companies or 
firms of the State of the Contracting Authority capable of providing 
the services required on equivalent terms. 
7.4 Sub-contractors and/or independent consultants must satisfy the eli­
gibility criteria applicable for the award of the Contract. 
7.5 The Contracting Authority shall have no contractual relations with 
the sub-contractors and/or independent consultants. 
7.6 The Consultant shall be responsible for the acts, defaults and negli­
gence of his sub-contractors and/or other independent consultants and 
their agents or employees, as if they were the acts, defaults or neg­
ligence of the Consultant, his agents or employees. The approval by 
the Contracting Authority of the sub-contracting of any part of the 
Contract or of the engagement by the Consultant of other independent 
consultants or sub-contractors to perform any part of the Services 
shall not relieve the Consultant of any of his obligations under the 
Contract. 
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7.7 If a sub-contractor or independent consultant is found by the 
Contracting Authority or the Supervisor to be incompetent in dis­
charging his duties, the Contracting Authority or the Supervisor may 
request the Consultant forthwith, either to provide an independent 
consultant or sub-contractor with qualifications and experience ac­
ceptable to the Contracting Authority as a replacement, or to resume 
the performance of the Services himself. 
7.8 If the Consultant enters into a sub-contract or engages another inde­
pendent Consultant without prior approval, the Contracting Authority 
may, without giving formal notice thereof, apply as of right the 
sanctions for breach of Contract provided for in Articles 40 and 41 
OBLIGATIONS OF THE CONTRACTING ALTHERITY 
ARTICLE 8 
Supply of Information 
8.1 The Contracting Authority shall supply the Consultant as soon as pos­
sible with any information and/or documentation at its disposal which 
may be relevant to the performance of the Contract. Such documents 
shall be returned to the Contracting Authority at the completion of 
the Services. 
8.2 The Contracting Authority shall as far as possible provide the Con­
sultant with any assistance in obtaining information relevant to the 
Contract that the latter may reasonably request in order to perform 
the Contract. 
ARTICLE 9 
Assistance with Local Regulations 
9.1 The Consultant may request the assistance of the Contracting 
Authority in obtaining copies of laws, regulations, and information 
on local customs, orders or bye laws of the country where the Ser­
vices are to be performed, which may affect the Consultant in the 
performance of his obligations under the Contract. The Contracting 
Authority may provide the assistance requested to the Consultant at 
the Consultant's cost. 
9.2 Subject to the provisions of the laws and regulations on foreign 
labour of the State in which the Services are to be performed, the 
Contracting Authority shall make all efforts necessary, to facilitate 
the procurement by the Consultant of all required visas and permits, 
including work and residence permits, for the personnel whose ser­
vices the Consultant and the Contracting Authority consider necessary 
as well as residence permits for their families. 
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9.3 The Contracting Authority shall issue to its officials, agents and 
representatives all such instructions as may be necessary or appro­
priate to facilitate the prompt and effective implementation of the 
Services. 
OBLIGATIONS OF THE CONSULTANT 
ARTICLE 10 
General Obligations 
10.1 The Consultant shall respect and abide by all laws and regulations in 
force in the State of the Contracting Authority and shall ensure that 
his personnel, their dependents, and his local employees also respect 
and abide by all such laws and regulations. The Consultant shall in­
demnify the Contracting Authority against any claims and proceedings 
arising from any infringement by the Consultant, his employees and 
the dependents of such laws and regulations. 
10.2 The Consultant shall perform the Services with due care, efficiency 
and diligence, in accordance with the best professional practices and 
in compliance with these General Conditions, the Terms of Reference 
and the instructions of the Supervisor. 
10.3 The Consultant shall comply with Administrative Orders given by the 
Supervisor. Where the Consultant considers that the requirements of 
an Administrative Order go beyond the authority of the Supervisor or 
of the scope of the Contract, he shall, on pain of being time-barred, 
give notice, with reasons, to the Supervisor within 30 days after re­
ceipt thereof. Execution of the Administrative Order shall not be 
suspended because of this notice. 
10.4 If the Consultant or any of his sub-contractors, independent con­
sultants, agents or servants offers to give or agrees to offer or to 
give or gives to any person, any bribe, gift, gratuity or commission 
as an inducement or reward for doing or forbearing to do any act in 
relation to the Contract or any other Contract with the Contracting 
Authority, or for showing favour or disfavour to any person in rela­
tion to the Contract or any other Contract with the Contracting 
Authority, then the Contracting Authority may, without prejudice to 
any accrued rights of the Consultant under the Contract, terminate 
the Contract, in which case the provisions of Articles 40 and 41 
shall apply. 
- 161 -
10.5 The Consultant shall treat all documents and information received in 
connection with the Contract as private and confidential, and shall 
not, save in so far as may be necessary for the purposes of the per­
formance thereof, publish or disclose any particulars of the Contract 
without the prior consent in writing of the Contracting Authority or 
the Supervisor after consultation with the Contracting Authority. If 
any disagreement arises as to the necessity for any publication or 
disclosure for the purpose of the Contract, the decision of the 
Contracting Authority shall be final. 
10.6 If the Consultant is a joint venture or consortium of two or more 
persons, all such persons shall be jointly and severally bound to 
fulfil the terms of the Contract according to the law of the State of 
the Contracting Authority and shall, at the request of the 
Contracting Authority, designate one of such persons to act as leader 
with authority to bind the joint venture or consortium. The composi­
tion or the constitution of the joint venture or consortium shall not 
be altered without the prior consent in writing of the Contracting 
Authority. 
ARTICLE 11 
Code of Conduct 
11.1 The Consultant shall at all times act loyally and impartially and as 
a faithful adviser to the Contracting Authority in accordance with 
the rules and/or code of conduct of his profession as well as with 
appropriate discretion. He shall, in particular, refrain from making 
any public statements concerning the Project or the Services without 
the prior approval of the Contracting Authority, and from engaging in 
any activity which conflicts with his obligations towards the 
Contracting Authority under the Contract. He shall not commit the 
Contracting Authority in any way whatsoever without its prior consent 
in writing, and shall, where appropriate, make this obligation clear 
to third parties. 
11.2 For the duration of the Contract, the Consultant and his employees 
shall respect the political, cultural and religious practices pre­
vailing in the State of the Contracting Authority. 
11.3 The remuneration of the Consultant under the Contract shall consti­
tute his only remuneration in connection with the Contract and 
neither he nor his personnel shall accept any commission, discount, 
allowance, indirect payment or other consideration in connection 
with, or in relation to, or in discharge of, his obligations under 
the Contract. 
11.4 The Consultant shall not have the benefit, whether directly or indi­
rectly, of any royalty or of any gratuity or commission in respect of 
any patented or protected article or process used in or for the pur­
poses of the Contract or the Project, unless it is agreed by the 
Contracting Authority in writing that he may. 
- 162 -
11.5 The Consultant and his staff shall maintain professional secrecy, for 
the duration of the Contract and after completion thereof. In this 
connection, except with the prior written consent of the Contracting 
Authority, neither the Consultant nor the personnel employed or en­
gaged by him shall at any time communicate to any person or entity 
any confidential information disclosed to them or discovered by them, 
or make public any information as to the recommendations formulated 
in the course of or as a result of the Services. Furthermore, they 
shall not make any use prejudicial to the Contracting Authority, of 
information supplied to them and of the results of studies, tests and 
research carried out in the course and for the purpose of performing 
the Contract. 
ARTICLE 12 
Independence 
12.1 The Consultant shall refrain from any relationship which would com­
promise his independence or that of his staff. If the Consultant 
fails to maintain such independence, the Contracting Authority may, 
without prejudice to compensation for any damage which he may have 
suffered on this account, terminate the Contract forthwith, without 
giving formal notice thereof. 
12.2 The Consultant shall after the conclusion or termination of the Con­
tract, limit his role in connection with the Project to the provision 
of the Services. Except with the written permission of the 
Contracting Authority, the Consultant and any other contractor, con­
sultant or supplier with whom the Consultant is associated or affili­
ated shall be disqualified from the execution of works, supplies or 
other services for the Project in any capacity, including tendering 
for any part of the Project. 
ARTICLE 13 
Specifications and Designs 
13.1 The Consultant shall prepare all specifications and designs using ac­
cepted and generally recognized systems acceptable to the Contracting 
Authority and taking into account the latest design criteria. 
13.2 The Consultant shall ensure that the specifications and designs and 
all documentation relating to procurement of goods and services for 
the Project are prepared on an impartial basis so as to promote com­
petitive tendering. 
- 163 -
ARTICLE 14 
Indemnification 
14.1 The Consultant shall indemnify, protect and defend, at his expense, 
the Contracting Authority, its agents and employees, from and against 
all actions, claims, losses or damage arising from any act or omis­
sion by the Consultant in the performance of the Services, including 
any violation of any legal provisions, or rights of third parties, in 
respect of patents, trade marks and other forms of intellectual pro­
perty such as copyrights. 
14.2 The Consultant shall indemnify, protect and defend, at his expense, 
the Contracting Authority, its agents and employees, from and against 
all actions, claims, losses or damages arising out of the Consult­
ant's failure to perform his obligations under Article 10 provided 
that:-
a) the Consultant is notified of such actions, claims, losses or dam­
ages not later than 30 days after the Contracting Authority be­
comes aware of them; 
b) the ceiling on the Consultant's liability under Article 14 shall 
be limited to the amount stated in the Special Conditions, and 
that such ceiling shall not apply to actions, claims, losses or 
damages caused by the Consultant's wilful misconduct; 
c) the Consultant's liability under Article 14 shall be limited to 
actions, claims, losses or damages directly caused by such failure 
to perform his obligations under the Contract and shall not in­
clude liability arising from unforeseeable occurrences incidental 
or indirectly consequential to such failure. 
14.3 The Consultant shall, at his expense, upon request of the Contracting 
Authority, remedy any defect in the performance of the Services in 
the event of the Consultant's failure to perform his obligation under 
the Contract. 
14.4 Notwithstanding any contrary provisions in Article 14, the Consultant 
shall have no liability whatsoever for actions, claims, losses or 
damages occasioned by:-
a) the Contracting Authority omitting to act on any recommendation, 
or overriding any act, decision or recommendation, of the Con­
sultant, or requiring the Consultant to implement a decision or 
recommendation with which the Consultant disagrees or on which he 
expresses a serious reservation; or 
b) the improper execution of the Consultant's instructions by agents, 
employees or independent contractors of the Contracting Authority. 
- 164 -
14.5 The Consultant shall remain responsible for any breach of his obliga­
tions under the Contract for such period after the service have been 
completed as may be determined by the law of the Contract. 
ARTICLE IS 
Medical and Insurance Arrangements 
15.1 The engagement by the Contracting Authority of the Consultant shall 
be conditional upon the provision of evidence satisfactory to the 
Contracting Authority that the Consultant and/or his personnel are in 
good health and are not subject to any disability Which may interfere 
with the performance of the Services. The Contracting Authority may 
request the Consultant and/or his personnel performing the Services 
to undergo a medical examination by a qualified medical practitioner 
before leaving his or their usual place of residence and shall as 
soon as is practicable furnish the Contracting Authority with the 
medical report resulting therefrom. 
15.2 For the duration of the Contract, the Consultant shall obtain medical 
insurance for himself and other persons employed by him under the 
Contract. Except as may be specified in the Contract, the 
Contracting Authority shall be under no liability in respect of the 
medical expenses of the Consultant. 
15.3 The Contracting Authority shall undertake no responsibility in re­
spect of any life, health, accident, travel and other insurance Which 
may be necessary or desirable for the personnel of the Consultant or 
of his sub-contractors or other independent consultants for the pur­
poses of the Services, nor for any members of the families of such 
persons. 
15.4 Within 20 days of notification of approval of the Contract the Con­
sultant shall take out and maintain a full indemnity insurance policy 
in a sum up to the limit stated in the Special Conditions and cover­
ing, from the start of performance of the Contract and throughout its 
duration, the following aspects:-
a) the Consultant's liability in respect of sickness or industrial 
accident affecting his employees, including the cost of repatria­
tion on health grounds; 
b) loss of, or damage to, the Contracting Authority's equipment used 
to perform the Contract; 
c) civil liability in the event of accidents caused to third parties 
or to the Contracting Authority and any employee of that Authority 
arising out of the performance of the contract. 
d) accidental death or permanent disability resulting from bodily in­
jury incurred during the Contract; and 
- 165 -
e) such other insurance as may be specified in the Special Conditions 
as required by the laws of the State of the Contracting Authority. 
15.5 The Special Conditions may also require the Consultant to insure 
against loss or damage to the personal effects of his employees and 
their families located in the State of the Contracting Authority. 
15.6 The Consultant shall furnish proof of the insurance policy and of 
regular payment of premiums without delay whenever required to do so 
by the Contracting Authority or the Supervisor. 
ARTICLE 16 
Proprietary Rights in Reports and Documents 
16.1 All reports and data such as maps, diagrams, Drawings, specifica­
tions, plans, statistics, calculations and supporting records or ma­
terials acquired, compiled or prepared by the Consultant in the per­
formance of the Contract shall be confidential and shall be the abso­
lute property of the Contracting Authority. The Consultant shall, 
upon completion of the Contract, deliver all such documents and data 
to the Contracting Authority. The Consultant may retain copies of 
such documents and data, but shall not use them for purposes unre­
lated to his Contract without prior written approval of the 
Contracting Authority. 
16.2 The Consultant shall not publish articles relating to the Services or 
refer to them when carrying out any services for others, or divulge 
information obtained front the Contracting Authority, without the 
written consent of the Contracting Authority. 
NATURE OF THE SERVICES 
ARTICLE 17 
The Scope of the Services 
17.1 The Consultant shall perform the Services under the Contract in ac­
cordance with the Terms of Reference. 
17.2 The Contract may consist of one or more of the following missions:-
- project identification and definition study; 
- economic or market study; 
- pre-feasibility and/or feasibility study; 
- 166 -
- project execution study (preliminary or detailed design, and Where 
appropriate final design for execution, preparation of tender dos­
sier); 
- supervision of the Project; 
- management of the execution of the Project; 
- provision of personnel; 
- other forms of technical assistance. 
17.3 The Special Conditions shall state the Terms of Reference, which 
shall include, inter alia:-
a) the object and scope of the Contract; 
b) the degree of accuracy to be attained and the different stages or 
parts of the Services; and 
c) the type and content of reports, statements, plans, calculations, 
measurements, specifications, estimates and any other document 
that the Consultant is to draw up on completion of each phase or 
part of the study and on completion of the study itself. 
17.4 Where the Contract is for technical assistance to the Contracting 
Authority and/or Supervisor, the Consultant is entrusted with an ad­
visory function for the benefit of the Contracting Authority and/or 
Supervisor in respect of all the technical aspects of the Project 
which may arise out of its execution. The Consultant shall not have 
decision-making responsibility. 
17.5 Where the Contract is for management of the execution of the Project, 
the Consultant shall assume, in accordance with the laws of the State 
of the Contracting Authority and, subject to the Supervisor's au­
thority, all the duties of management inherent in supervising the ex­
ecution of a Project. 
17.6 If under the Special Conditions the Consultant is required to prepare 
a tender dossier, the dossier shall contain all documents necessary 
for consulting suitable contractors, manufacturers and suppliers, and 
for preparing tenders with a view to carrying out the Wbrks or pro­
viding the supplies or services covered by an invitation to tender. 
The Contracting Authority shall provide the Consultant with the in­
formation necessary for drawing up the administrative part of the 
tender dossier. 
17.7 Where the Contract is for supervision of a Project, the Consultant is 
entrusted with the direction of the execution stage of the Project. / 
- 167 -
17.8 Notwithstanding Article 12.2, the Consultant responsible for the 
study and/or design stages of the Project may be entrusted with fur­
ther services in the management and supervision of the Project in­
cluding the provision of technical assistants. 
ARTICLE 18 
Provision of Personnel 
18.1 Where the Contract is for the provision of personnel for the execu­
tion of a project, the Consultant shall provide such personnel in 
specific fields relating to the execution of the Project, in the form 
of technical assistance in an advisory and/or managerial role. Such 
personnel shall be under the direct authority of the Supervisor. 
18.2 The Services shall be carried out by the personnel specified in the 
Contract for the periods of time indicated therein. The Consultant 
may, with the prior approval of the Contracting Authority, make minor 
adjustments to such periods as may be appropriate to ensure the effi­
cient performance of the Services, provided that such adjustments 
will not cause payments made under the Contract to exceed the Con­
tract Price. 
18.3 The Consultant shall be responsible for the quality of the staff 
which he places at the disposal of the Contracting Authority. 
18.4 The Consultant shall not make changes in the personnel without the 
prior approval of the Contracting Authority. However, the Consultant 
shall provide a replacement with at least equivalent qualifications 
and experience and acceptable to the Contracting Authority if:-
a) on account of sickness or accident, a member of staff is unable to 
continue providing his services; 
b) any person specified in the Contract is found by the Contracting 
Authority to be incompetent in discharging or unsuitable for the 
performance of his duties under the Contract; 
c) for any other reasons beyond the control of the Consultant, it be­
comes necessary to replace any of his personnel. 
18.5 The remuneration to be paid for a person provided as a replacement 
shall not exceed the remuneration which would have been payable to 
the person replaced. 
- 168 -
18.6 Except in the case of replacement resulting from death or where the 
Contracting Authority requests a replacement not provided for by the 
Contract, the Consultant shall bear all the additional costs arising 
out of or incidental to such replacement. Such costs shall include 
the cost of the return journey of the replaced member of staff and 
his family and, if necessary, the expenses arising from the need to 
maintain simultaneously at the place of work the member of staff to 
be replaced and his replacement. 
ARTICLE 19 
Staff and Equipment 
19.1 The staff which the Consultant uses for the implementation of the 
Contract shall be approved by the Contracting Authority. The Special 
Conditions shall specify the minumum level of training, qualifica­
tions and experience of the Consultant's personnel and, Where appro­
priate, the specializations required. 
19.2 References and/or curriculum vitae of each member of the Consultant's 
staff to be employed under the Contract shall be submitted to the 
Contracting Authority for approval either with the Consultant's ten­
der in the case of a tender procedure or, in other cases, before the 
conclusion of the Contract. 
19.3 The Contracting Authority shall notify his approval or refusal within 
30 days of the appointment of the Consultant or the submission under 
Article 19.2, as the case may be. 
19.4 Staff approved by the Contracting Authority shall commence their du­
ties on the date or within the period laid down in the Special Con­
ditions or, failing this, on the date or within the periods notified 
to the Consultant by the Contracting Authority. 
19.5 Save as otherwise provided in the Special Conditions, the staff of 
the Consultant shall reside close to their place of work. Where part 
of the Services is to be performed outside the State of the 
Contracting Authority, the Consultant shall keep the Supervisor in­
formed of the names and qualifications of staff assigned to that part 
of the Services and of the equipment used. 
19.6 The Consultant shall:-
a) forward to the Supervisor within 15 days of the award of the Con­
tract, the timetable proposed for placement of the staff, specifi­
cation of their duties and a list of the equipment he intends to 
use for the Services; 
b) inform the Supervisor in sufficient time of the date of arrival 
and departure of each member of staff; 
- 169 -
c) submit to the Supervisor for his approval a timely request for any 
change of staff and for any alteration to the original timetable 
or change of equipment. 
19.7 The Consultant shall adopt all measures necessary to provide and con­
tinue to provide his staff with the equipment required to enable them 
to carry out their specified duties under conditions which are most 
conducive to efficiency. 
ARTICLE 20 
Trainees 
20.1 The Consultant shall provide training for the duration of the Con­
tract for trainees assigned to him by the Contracting Authority under 
the terms of the Contract. 
20.2 Instruction by the Consultant of such trainees shall not confer on 
them the status of employees of the Consultant. However, they must 
comply with the Consultant's instructions, and with the provisions of 
Article 11, as if they were employees of the Consultant. The Con­
sultant may on reasoned request in writing obtain the replacement of 
any trainee whose work or conduct is unsatisfactory. 
20.3 Unless otherwise provided in the Contract, remuneration for trainees 
and travel, accommodation and all other expenses incurred by the 
trainees, shall be borne by the Contracting Authority. 
20.4 The Consultant shall report at quarterly intervals to the Contracting 
Authority on the training assignment. Immediately prior to the com­
pletion of the Services, the Consultant shall draw up a report on the 
result of the training and an assessment of the qualifications ob­
tained by the trainees with a view to their future employment. The 
form of such reports and the procedure for presenting them shall be 
as laid down in the Special Conditions. 
PERFORMANCE OF THE CONTRACT 
ARTICLE 21 
Commencement Orders 
21.1 The Contracting Authority shall fix the date on which performance of 
the Contract is to commence, and advise the Consultant either in the 
notification of award of Contract or by Administrative Order issued 
by the Supervisor. 
- 170 -
21.2 The date for commencing performance shall be not later than 180 days 
following notification of award of the Contract unless agreed other­
wise by the parties. 
21.3 Where provision is made for Services to be performed outside the 
State of the Contracting Authority, the Contract shall commence, in­
sofar as such Services are concerned, on the actual date of their 
performance, which shall not precede the date fixed by the 
Contracting Authority. 
ARTICLE 22 
Period of Performance 
22.1 The period of performance shall commence on the date fixed in accor­
dance with Article 21.1 and shall be as stated in the Contract with­
out prejudice to extensions of the period which may be granted under 
Article 23. 
22.2 If provision is made for separate periods of performance for separate 
lots, such periods shall not be aggregated in cases where one Con­
sultant is allocated more than one lot. 
22.3 If in the case of technical co-operation projects covering a number 
of years, the Special Conditions make provision for several contrac­
tual periods, the period of performance shall be fixed taking into 
consideration the provisions of Article 31 and the parties shall be 
bound only for the first period. Save Where one of the parties 
wishes to terminate the Contract on the expiry of a Contract period, 
the Contract shall be renewed by means of successive riders at the 
end of each period, specifying the measures to be taken by the Con­
sultant. The remuneration for the new period shall be fixed by the 
principles established in the Contract. 
22.4 Any intention not to renew the Contract for a further contractual pe­
riod must be notified to the other party not later than 90 days prior 
to the expiry of the current contractual period. 
ARTICLE 23 
Extension of Period of Performance 
23.1 The Consultant may request an extension to the period of performance 
if he is or will be delayed in completing the Contract by any of the 
following causes:-
a) extra or additional Services ordered by the Supervisor; 
b) Administrative Orders affecting the date of completion other than 
those arising from the Consultant's default; 
- 171 -
c) failure of the Contracting Authority to fulfil his obligations 
under the Contract; 
d) any suspension of the Services which is not due to the Con­
sultant's default; 
e) force majeure; 
f) any other causes of delay referred to in these General Conditions 
which are not due to the Consultant's default. 
23.2 The Consultant shall, within 15 days of becoming aware that delay may 
occur, notify the Supervisor of his intention to make a request for 
extension of the period of performance to which he considers himself 
entitled and shall within 60 days thereafter, except where otherwise 
agreed between the Consultant and Supervisor, deliver to the Super­
visor full and detailed particulars of the request, in order that 
such request may be investigated at the time. 
23.3 The Supervisor shall, by written notice to the Consultant after due 
consultation with the Contracting Authority and, where appropriate, 
the Consultant, grant such an extension of the period of performance 
as may be justified, either prospectively or retrospectively or in­
form the Consultant that he is not entitled to an extension. 
ARTICLE 24 
Delays in Performance 
24.1 If the Consultant does not perform the Services within the period(s) 
of performance specified in the Contract, the Contracting Authority 
shall, without formal notice and without prejudice to his other reme­
dies under the Contract, be entitled to Liquidated Damages for every 
day, or part thereof, which shall elapse between the end of the pe­
riod specified for performance or extended period of performance 
under Article 23 and the actual date of completion, at the rate and 
up to the maximum amount specified in the Special Conditions. 
24.2 If the Contracting Authority has become entitled to the maximum claim 
under Article 24.1 he may after giving notice to the Consultant:-
a) terminate the Contract; and 
b) complete the Services at the Consultant's cost. 
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ARTICLE 25 
Suspension 
25.1 The Consultant shall, on the order of the Supervisor, suspend the 
performance of the Services or any part thereof for such time and in 
such manner as the Supervisor may consider necessary. 
25.2 The Supervisor, after consultation with the Contracting Authority and 
the Consultant, shall determine such extension of the period of per­
formance to be made to the Consultant in respect of such claim as 
shall, in the opinion of the Supervisor, be fair and reasonable. 
25.3 If the period of suspension exceeds 180 days and the suspension is 
not due to the Consultant's default, the Consultant may, by notice to 
the Supervisor, request permission to resume performance of the Ser­
vices within 30 days or terminate the Contract. 
ARTICLE 26 
Variations 
26.1 The Supervisor shall have power, without changing the object or scope 
of the Contract, to order any variation to any part of the Services 
necessary for the proper completion of the Services. Such variations 
may include additions, omissions, substitutions, changes in quality, 
quantity and changes in the specified sequence, method or timing of 
execution of the Services. No order for a variation shall have the 
effect of invalidating the Contract, but the financial effect, if 
any, of all such variations shall be valued in accordance with 
Article 26.5 and 26.7. 
26.2 No variation shall be made except by Administrative Order, provided 
that : -
a) if for any reason, the Supervisor shall find it necessary to give 
an order orally, he shall as soon as possible thereafter confirm 
the order by an Administrative Order; 
b) if the Consultant shall confirm in writing an oral order given for 
the purpose of Article 26.2(a) and the confirmation shall not be 
contradicted in writing forthwith by the Supervisor, an Admin­
istrative Order shall be deemed to have been issued for the varia­
tion. 
26.3 Save as provided by Article 26.2, prior to any Administrative Order 
for variation, the Supervisor shall notify the Consultant of the na­
ture and form of such variation. As soon as possible, after receiv­
ing such notice, the Consultant shall submit to the Supervisor a pro­
posal containing:-
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a) a description of the service to be performed or the measures to be 
taken and a programme for execution; and 
b) any necessary modifications to the programme of performance or to 
any of the Consultant's obligations under the Contract; and 
c) any adjustment to the Contract Price in accordance with the rules 
as set out in Article 26. 
26.4 Following the receipt of the Consultant's submission referred to in 
Article 26.3, the Supervisor shall, after due consultation with the 
Contracting Authority, and where appropriate the Consultant, decide 
as soon as possible whether or not the variation shall be carried 
out. If the Supervisor decides that the variation shall be carried 
out he shall issue the Administrative Order stating that the varia­
tion shall be carried out at the prices and under the conditions 
given in the Consultant's submission referred to in Article 26.3 or 
as modified by the Supervisor in accordance with Article 26.5. 
26.5 The prices for all variations ordered by the Supervisor in accordance 
with Articles 26.2 and 26.4 shall be ascertained by the Supervisor in 
accordance with the following principles:-
a) where the task is of similar character and executed under similar 
conditions to an item priced in the Price Schedule it shall be 
valued at such rates and prices contained therein; 
b) where the task is not of a similar character or is not executed 
under similar conditions, the rates and prices in the Contract 
shall be used as the basis for valuation so far as is reasonable, 
failing which, a fair valuation shall be made by the Supervisor; 
c) if the nature or amount of any variation relative to the nature or 
amount of the whole of the Contract or to any part thereof shall 
be such that in the opinion of the Supervisor any rate or price 
contained in the Contract for any task is by reason of such varia­
tion rendered unreasonable, then the Supervisor shall fix such 
rate or price as in the circumstances he shall think reasonable 
and proper; 
d) where a variation is necessitated by default or breach of Contract 
by the Consultant, any additional cost attributable to such varia­
tion shall be borne by the Consultant. 
174 -
26.6 On receipt of the Administrative Order requesting the variation, the 
Consultant shall proceed to carry out the variation and be bound by 
these General Conditions in so doing as if such variation were stated 
in the Contract. The Service shall not be delayed pending the grant­
ing of any extension of time for completion or adjustment to the Con­
tract Price. Where the order for a variation precedes the adjustment 
to the Contract Price, the Consultant shall keep records of the costs 
of undertaking the variation and of time expended thereon. Such 
records shall be open to inspection by the Supervisor at all reason­
able times. 
26.7 Where on provisional acceptance, an increase or reduction in the 
total value of the Services required under the Contract resulting 
from an Administrative Order, or from some other circumstance Which 
is not caused by the Consultant's default, exceeds 15% of the Con­
tract Price, the Supervisor shall, after consultation with the 
Contracting Authority and the Consultant determine any additions to 
or reduction from the Contract Price as a consequence of the appli­
cation of Article 26.5. The sum so determined shall be based on the 
amount by which the increase or decrease in value of the Service ex­
ceeds 15%. The sum shall be notified by the Supervisor to the 
Contracting Authority and the Consultant and the Contract Price 
adjusted accordingly. 
ARTICLE 27 
Wforking Hours 
The days and hours of work of the Consultant in the State of the 
Contracting Authority shall be fixed on the basis of the laws, regu­
lations and customs of the State of the Contracting Authority and the 
requirements of the Services. 
ARTICLE 28 
Leave Entitlement 
28.1 Where the Contract provides for annual leave, the Consultant shall, 
during the period of performance of the Contract, be entitled to take 
annual leave on the terms laid out in Article 28. 
28.2 Entitlement to annual leave shall accrue at the rate stated in the 
Contract. Such leave shall be allowable for every full period of six 
months and any part of a month thereafter during Which the Consultant 
is performing the Services. Annual leave shall be taken during the 
period of performance of the Contract at a time approved by the 
Supervisor. 
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28.3 Entitlement to annual leave shall not be commuted into cash, unless 
in the opinion of the Supervisor the requirements of the Services are 
such that annual leave cannot be taken during the period of perfor­
mance of the Contract. 
28.4 The Consultant shall not be entitled to either sick or casual leave 
provided, however, that the Supervisor may, at his sole discretion 
Whether for compassionate reasons or otherwise, permit the Consultant 
to take unpaid leave during the period of performance of the Con­
tract. 
ARTICLE 29 
Information 
The Consultant shall furnish the Supervisor with such information re­
lating to the Services and the Project as the Supervisor may at any 
time request. In this respect, periodic reports, whose subject mat­
ter and frequency shall be as laid down in the Special Conditions, 
shall be drawn up by the Consultant. Implementation difficulties or 
technical omissions in the Terms of Reference shall form the subject 
of special reports. 
ARTICLE 30 
Records 
30.1 The Consultant shall keep accurate and systematic records and ac­
counts in respect of the Services in such form and detail as is cus­
tomary in the profession and as shall be sufficient to establish ac­
curately that the costs and expenditures which are referred to in 
Article 35 have been duly incurred for the performance of the Ser­
vices. 
30.2 The Consultant shall permit the Supervisor to inspect, at any reason­
able time, the records and accounts relating to the Services and to 
make copies thereof and shall permit the Supervisor or any person au­
thorized by the Supervisor, at any reasonable time, to audit such 
records and accounts both during and after provision of the Services. 
ARTICLE 31 
Submission of Reports 
31.1 Immediately prior to the completion of the Services the Consultant 
shall draw up a confidential general report together, where appropri­
ate, with a financial analysis of the Project and a critical study of 
any major problems which may have arisen during the performance of 
the Project. 
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31.2 The report referred to in Article 31.1 shall be forwarded to the 
Supervisor in the number of copies stated in the Special Conditions, 
not later than 60 days after the completion of the Services by the 
Consultant. Such report shall not bind the Contracting Authority. 
31.3 Where the Contract is performed in phases, the execution of each 
phase shall give rise to the preparation of a report by the Con­
sultant, save as otherwise provided in the Special Conditions. 
31.4 The persons other than the Supervisor to Whom copies of the reports 
and documents referred to in Articles 29 and 31 are to be sent and 
the Time Limits within which the Consultant shall forward them shall 
be stated in the Special Conditions. Such Time Limits shall take ac­
count of periods specified in the Special Conditions for examining 
and approving or rejecting reports and documents by the Contracting 
Authority. 
ARTICLE 32 
Approval of Reports and Documents 
32.1 The approval by the Contracting Authority of reports and documents 
drawn up and forwarded by the Consultant shall certify that they com­
ply with the terms of the Contract. 
32.2 The Contracting Authority shall, within the Time Limits laid down in 
the Special Conditions, notify the Consultant of his decision con­
cerning the documents or reports forwarded to him, giving reasons 
should he reject the reports or documents, or request amendments. 
32.3 Where a report or document is approved by the Contracting Authority 
subject to amendments to be made by the Consultant, the Contracting 
Authority shall, prescribe a period for making the amendments re­
quested. 
32.4 Where the Contract is performed in phases, the execution of each 
phase shall be subject to the approval, by the Contracting Authority, 
of the preceding phase except where the phases are carried out con­
currently. 
PAYMENTS 
ARTICLE 33 
General Provisions 
33.1 The currency or currencies of payments shall be as stated in the Con­
tract. 
- 177 -
33.2 The administrative and technical conditions to which the payment of 
advances, interim payments or payment of balance are subject, in ac­
cordance with Articles 34 to 39, shall be as stated in the Special 
Conditions. 
ARTICLE 34 
Advances 
34.1 If the Special Conditions so provide, advances shall be granted to 
the Consultant, at his request, for operations connected with the ex­
ecution of the Services, as a lump-sum advance enabling him to meet 
expenditure resulting from the commencement of the Contract. 
34.2 Subject to the provisions of the Special Conditions, the total amount 
of the advances shall not exceed 20% of the original Contract Price. 
34.3 No advance shall be granted until:-
a) the conclusion of the Contract; 
b) provision to the Contracting Authority by the Consultant of a sep­
arate directly liable guarantee for the full amount of the ad­
vance, established in the form of a bank guarantee, a banker's 
draft, a certified cheque, a bond provided by an insurance and/or 
bonding company, an irrevocable letter of credit or a cash de­
posit. If the guarantee is to be provided in the form of a bank 
guarantee, a banker's draft, a certified cheque or a bond, it 
shall be issued by a bank or bonding and/or insurance company ap­
proved by the Contracting Authority in accordance with the eligi­
bility criteria applicable for the award of the Contract. In any 
case, the guarantee shall be valid and remain effective for at 
least 60 days after acceptance of the final report. 
34.4 The Consultant shall use the advance exclusively for operations con­
nected with the performance of the Services. Should the Consultant 
misuse any portion of the advance, it shall become due and repayable 
immediately amd mo further advance payment shall be made to him. 
34.5 Should the advance guarantee cease to be valid and the Consultant 
fail to re-validate it, either a deduction equal to the amount of the 
advance may be made by the Contracting Authority from future payments 
due to the Consultant under the Contract, or if in the opinion of the 
Contracting Authority such deduction is impracticable, the 
Contracting Authority may terminate the Contract. 
34.6 If the Contract is terminated for any reason whatsoever, the guaran­
tees securing the advances may be invoked forthwith in order to repay 
the balance of the advances still owed by the Consultant, and the 
guarantor shall not delay payment or raise objection for any reason 
whatever. 
- 178 -
34.7 The advance guarantee provided for in Article 34 shall be released as 
and when advances are reimbursed. 
34.8 Further conditions and procedures for granting and reimbursing ad­
vances shall be as laid down in the Special Conditions. 
ARTICLE 35 
Payment Procedure 
35.1 The Consultant shall be entitled to interim payments or to the pay­
ment of the final balance in accordance with the procedures, sched­
ules and Time Limits stipulated in the Contract as and when the Ser­
vices are provided and accepted. 
35.2 Remuneration for parts of a month shall be based on a daily rate of 
one thirtieth of the corresponding monthly unit price. Abatements 
for any incomplete provision of Services shall be made on the basis 
of the prices laid down in the Contract in respect of the part of the 
Services which were not provided. 
35.3 For the part of the Contract which is based on overall and fixed 
prices or on unit prices, provision may be made for the payment of 
interim payments only in respect of Services rendered and, in the 
case of the part of a Contract based on the reimbursement of costs, 
on submission of the appropriate supporting documents. 
35.4 The amount of an interim payment shall not exceed 90% of the value of 
the Services to which it relates; the remaining 10% thus withheld 
shall be paid as a final balance. 
35.5 The frequency of interim payments shall be as laid down in the Spe­
cial Conditions. As a general rule they shall be paid either on a 
monthly basis or as and When certain phases or parts of the Services 
are completed. 
35.6 The conditions to which payments relating to other services entrusted 
to the Consultant shall be subject, shall be as laid down in the Spe­
cial Conditions. 
35.7 For each payment, the Consultant shall send the Contracting Authority 
four copies of a written request for payment together with itemized 
statements, accompanied by receipts, invoices, vouchers and other ap­
propriate supporting materials, of the amounts payable for each month 
or period. 
- 179 -
35.8 within 30 days of receipt of the said application for interim pay­
ment, it shall be approved or amended in such manner that, in the 
Supervisor's opinion, the application reflects the amount due to the 
Consultant in accordance with the Contract. In cases where there is 
a difference of opinion as to the value of an item, the Supervisor's 
view shall prevail. On determination of the amount due to the Con­
sultant, the Supervisor shall issue to the Contracting Authority and 
the Consultant an interim payment certificate for the amount due to 
the Consultant and shall inform the Consultant of the Service for 
which payment is being made. 
35.9 The Supervisor may, by an interim payment certificate, make any cor­
rections or modifications to any previous certificate issued by him 
and shall have power to modify the valuation in or withhold the issue 
of any interim payment certificate if the Services or any part 
thereof are not being carried out to his satisfaction. 
35.10 Payment of the final balance shall be subject to performance by the 
Consultant of all his obligations relating to the execution of all 
phases or parts of the Services and to the approval by the 
Contracting Authority of the final phase or part of the Services. 
Final payment shall be made only after the final report and a final 
statement, identified as such, shall have been submitted by the Con­
sultant and approved as satisfactory by the Contracting Authority. 
Any amount which the Contracting Authority has paid, or caused to be 
paid, in accordance with Article 35 in excess of the Consultant's en­
titlement under the Contract, shall be reimbursed by the Consultant 
to the Contracting Authority within 30 days after receipt by the Con­
sultant of notice thereof. 
35.11 If any of the following events occurs and persists, the Contracting 
Authority may, by written notice to the Consultant, suspend in whole 
or in part, payments due to the Consultant under the Contract:-
a) the Consultant defaults in the execution of the Contract; 
b) any other condition for which the Consultant is responsible under 
the Contract and which, in the opinion of the Contracting 
Authority, interferes, or threatens to interfere, with the suc­
cessful completion of the Project or the Contract. 
ARTICLE 36 
Travel and Transport 
36.1 Unless the Special Conditions provide otherwise, the travel expenses 
for eligible staff of the Consultant and of their spouses and depen­
dent children within the meaning of the law of the country in which 
the Consultant has his registered place of business, shall be borne 
by the Contracting Authority. These costs shall be limited to the 
cost of the most direct practicable route between the usual place of 
residence and the place where the Contract is to be performed. 
- 180 -
36.2 Air travel shall be by economy class. Journeys necessitating travel 
by sea, rail or river shall be made first class. The cost of trans­
porting the luggage of eligible staff between the usual place of res­
idence and the place where the Contract is to be performed shall be 
borne by the Contracting Authority within the weight limits stipu­
lated in the Special Conditions. 
36.3 The conditions under Which transport cost of documents, equipment and 
materials may be borne by the Contracting Authority, shall be as 
stated in the Special Conditions. 
36.4 In all cases, reimbursement will be subject to submission of support­
ing documents. 
ARTICLE 37 
Revision of Prices 
37.1 Unless otherwise stipulated in the Special Conditions, and except as 
provided in Article 37.4, Contracts shall be at fixed prices which 
shall not be revised. 
37.2 Where the prices may be revised under the Contract, such revision 
shall take into account variation in the prices of significant local 
or external elements which served as a basis for the calculation of 
the tender price, such as manpower and other services. The detailed 
rules for the revision shall be as laid down in the Special Condi­
tions. 
37.3 Prices contained in the Consultant's tender shall be deemed:-
a) to have been arrived at on the basis of the conditions in force 30 
days prior to the latest date fixed for the submission of tenders, 
or in the case of direct agreement Contracts, on the date of the 
Contract; and 
b) to have taken account of the legislation and the relevant tax ar­
rangements applicable at the reference date fixed in Article 
37.3(a). 
37.4 In the event of changes to or introduction of any national or State 
statute, ordinance, decree, or other law, or any regulation or bye-
law of any local or other public authority, after the date stated in 
Article 37.3 which causes a change in the contractual relationship 
between parties to the Contract, the Contracting Authority and the 
Consultant shall consult on how best to proceed further under the 
Contract, and may as a result of such consultation decide:-
a) to modify the Contract; 
- 181 -
b) on payment of compensation for the resulting imbalance by one 
party to the other; or 
c) to terminate the Contract by nu tua 1 agreement. 
37.5 In the event of a delay in the performance of the Services for which 
the Consultant is responsible or at the end of the period of perfor­
mance, revised as necessary in accordance with the Contract, there 
shall be no further revision of prices within the 30 days before com­
pletion of the Services except for the application of new price in­
dexation, if this is to the benefit of the Contracting Authority. 
ARTICLE 38 
Delayed Payments 
38.1 Payment to the Consultant of the amounts due under each of the inter­
im payment certificates, and the certificate for the final balance 
issued by the Supervisor shall be made by the Contracting Authority 
within 90 days of such certificate being delivered to the Contracting 
Authority. If the period laid down for payment has been exceeded, 
the Consultant shall qualify for interest calculated pro rata on the 
basis of the number of days delay at the rate specified in the Spe­
cial Conditions, subject to a maximum period also specified therein. 
The Consultant shall be entitled to such payment without formal no­
tice and without prejudice to any other right or remedy under the 
Contract. In the case of the final statement of account, the inter­
est for the delayed payment shall be calculated on a daily basis at 
the rate specified in the Special Conditions. 
38.2 Any default in payment of more than 120 days from the expiry of the 
period laid down in Article 38.1 shall entitle the Consultant either 
not to perform the Contract or to terminate it. 
ARTICLE 39 
Payment to Third Parties 
39.1 All orders for payments to third parties may be carried out only 
after an assignment made in accordance with Article 6. The assign­
ment shall be notified to the Contracting Authority. 
39.2 Notification of beneficiaries of assignment shall be the sole respon­
sibility of the Consultant. 
39.3 In the event of a legally binding attachment of the property of the 
Consultant affecting payments due to him under the Contract and 
without prejudice to the Time Limit laid down in Article 38, the 
Contracting Authority shall have 30 days, starting from the day when 
it receives notification of the definitive lifting of the obstacle to 
payment, to resume payments to the Consultant. 
182 -
BREACH OF OQNIRACT AM) TERMINATION 
ARTICLE 40 
Breach of Contract 
40.1 Either party commits a breach of Contract where he fails to discharge 
any of his obligations under the Contract. 
40.2 Where a breach of Contract occurs, the party injured by the breach 
shall be entitled to the following remedies:-
a) damages; and/or 
b) termination of the Contract. 
40.3 Damages may be:-
a) General Damages; or 
b) Liquidated Damages. 
40.4 In any case where the Contracting Authority is entitled to damages, 
it may deduct such damages from any sums due to the Consultant or 
from the appropriate guarantee. 
40.5 Subject to the law of the State of the Contracting Authority, the 
Contracting Authority shall be entitled to compensation for any dam­
age which comes to light after the contract is completed. 
ARTICLE 41 
Termination by the Contracting Authority 
41.1 The Contracting Authority may, at any time and with immediate effect, 
terminate the Contract, except as provided for in Article 41.2. 
41.2 Except as otherwise provided in these General Conditions, the Con­
tracting Authority may, after giving 7 days notice to the Consultant, 
terminate the Contract in any of the following cases where:-
a) the Consultant fails to carry out the Services substantially in 
accordance with the Contract; 
b) the Consultant continues to default for a period of 14 days after 
the Contracting Authority has given notice to him of suspension of 
payments under Article 35.11; 
- 183 -
c) the Consultant fails to comply within a reasonable time with the 
notice given by the Supervisor requiring him to make good the ne­
glect or failure to perform his obligations under the Contract 
Which seriously affects the proper and timely performance of the 
Services; 
d) the Consultant refuses or neglects to carry out Administrative Or­
ders given by the Supervisor; 
e) the Consultant assigns the Contract or sub-contracts without the 
authorization of the Contracting Authority; 
f) the Consultant becomes bankrupt or insolvent, or has a receiving 
order made against him, or compounds with his creditors, or car­
ries on business under a receiver, trustee or manager for the ben­
efit of his creditors, or goes into liquidation; 
g) any adverse final judgment is made in respect of an offence af­
fecting the professional conduct of the Consultant; 
h) any other legal disability hindering performance of the Contract 
occurs; 
i) any organizational modification occurs involving a change in the 
legal personality, nature or control of the Consultant, unless 
such modification is recorded in an endorsement to the Contract; 
j) the Consultant fails to maintain his independence in accordance 
with Article 12.1; 
k) the Consultant fails to provide the required guarantees or insur­
ance, or if the person providing the earlier guarantee or insur­
ance is not able to abide by his commitments. 
41.3 Termination shall be without prejudice to any other rights or powers 
under the Contract of the Contracting Authority and the Consultant. 
The Contracting Authority may, thereafter, complete the Services 
itself, or conclude any other Contract with a third party, for the 
account of the Consultant. The Consultant's liability for delay in 
completion shall immediately cease When the Contracting Authority 
terminates the Contracts without prejudice to any liability there­
under that may have already been incurred. 
41.4 Upon termination of the Contract or when he has received notice 
thereof, the Consultant shall take immediate steps to bring the Ser­
vices to a close in a prompt and orderly manner and to reduce expen­
diture to a minimum. 
41.5 The Supervisor shall, as soon as is possible after termination, cer­
tify the value of the Services and all sums due to the Consultant as 
at the date of termination. 
- 184 -
41.6 The Contracting Authority shall not be obliged to make any further 
payments to the Consultant until the Services are completed, where­
upon the Contracting Authority shall be entitled to recover from the 
Consultant the extra costs, if any, of completing the Services, or 
shall pay any balance due to the Consultant. 
41.7 If the Contracting Authority terminates the Contract, it shall be en­
titled to recover from the Consultant any loss it has suffered up to 
the maximum amount stated in the Contract. If no maximum amount is 
stated, the Contracting Authority shall, without prejudice to its 
other remedies under the Contract, be entitled to recover that partof 
the Contract Price which is attributable to that part of the Ser­
vices which has not, by reason of the Consultant's failure, been sat­
isfactorily completed. 
41.8 Where the termination is mot due to am act or omission of the Con­
sultant, the Consultant shall be entitled to claim in addition to 
sums owing to him for work already performed, an indemnity for loss 
suffered. 
ARTICLE 42 
Termination by the Consultant 
42.1 The Consultant may, after giving 14 days notice to the Contracting 
Authority, terminate the Contract if the Contracting Authority:-
a) fails to pay the Consultant the amounts due under any certificate 
of the Supervisor after the expiry of the Time Limit stated in 
Article 38.2; or 
b) consistently fails to meet his obligations after repeated re­
minders; or 
c) suspends the progress of the Services or any part thereof for more 
than 180 days for reasons not specified in the Contract, or not 
due to the Consultant's default. 
42.2 Such termination shall be without prejudice to any other rights of 
the Contracting Authority or the Consultant acquired under the Con­
tract. 
42.3 In the event of such termination, the Contracting Authority shall pay 
the Consultant for any loss or injury the Consultant may have suf­
fered. Such additional payment may not exceed a limit which has to 
be specified in the Contract. 
- 185 -
ARTICLE 43 
Force Majeure 
43.1 Neither party shall be considered to be in default or in breach of 
his obligations under the Contract if the performance of such obliga­
tions is prevented by any circumstances of force majeure which arise 
after the date of notification of the award or the date when the Con­
tract becomes effective, whichever is the earlier. 
43.2 The term "force majeure", as used herein shall mean acts of God, 
strikes, lock-outs or other industrial disturbances, acts of the pub­
lic enemy, wars, whether declared or not, blockades, insurrection, 
riots, epidemics, landslides, earthquakes, storms, lightning, 
floods «washouts, civil disturbances, explosions, and any other 
similar unforeseeable events, not within the control of either party 
and Which by the exercise of due diligence neither party is able to 
overcome. 
43.3 Notwithstanding the provisions of Articles 24 and 41, the Consultant 
shall not be liable for Liquidated Damages or termination for default 
if, and to the extent that, his delay in performance or other failure 
to perform his obligations under the Contract is the result of an 
event of force majeure. The Contracting Authority shall similarly 
not be liable, notwithstanding the provisions of Articles 38 and 42, 
to payment of interest on delayed payments, for non-performance or 
for termination by the Consultant for default, if, and to the extent 
that, the Contracting Authority's delay or other failure to perform 
its obligations is the result of force majeure. 
43.4 If either party considers that any circumstances of force majeure 
have occurred which may affect performance of his obligations he 
shall promptly notify the other party and the Supervisor giving de­
tails of the nature, the probable duration and likely effect of the 
circumstances. Unless otherwise directed by the Supervisor in writ­
ing, the Consultant shall continue to perform his obligations under 
the Contract as far as is reasonably practicable, and shall seek all 
reasonable alternative means for performance of his obligations which 
are not prevented by the force majeure event. The Consultant shall 
not put into effect such alternative means unless directed so to do 
by the Supervisor. 
43.5 If the Consultant incurs additional costs in complying with the 
Supervisor's directions or using alternative means under Article 43.4 
the amount thereof shall be certified by the Supervisor. 
43.6 If circumstances of force majeure have occurred and persist for a pe­
riod of 180 days then, notwithstanding any extension of the period of 
performance that the Consultant may by reason thereof have been 
granted, either party shall be entitled to serve upon the other 30 
days' notice to terminate the Contract. If at the expiry of the pe­
riod of 30 days the situation of force majeure persists, the Contract 
shall terminate and in consequence thereof, the parties shall be re­
leased from further performance of the Contract. 
- 186 -
ARTICLE 44 
Decease 
44.1 Where the Consultant is a natural person, the Contract shall be auto­
matically terminated if that person dies. However, the Contracting 
Authority shall examine any proposal made by the heirs or bene­
ficiaries if they have notified their wish to continue the Contract. 
The decision of the Contracting Authority shall be notified to those 
concerned within 30 days of receipt of such proposal. 
44.2 Where the Consultant consists of natural persons and one or more of 
them die, a report shall be agreed between the parties on the 
progress of the Services and the Contracting Authority shall decide 
whether to terminate or continue the Contract in accordance with the 
undertaking given by the survivors and by the heirs or beneficiaries, 
as the case may be. 
44.3 In the cases provided for in Article 44.1 and 44.2, persons offering 
to continue to perform the Contract shall notify the Contracting 
Authority thereof within 15 days of the date of decease. 
44.4 Such persons shall be jointly and severally liable, or as otherwise 
stated in the Special Conditions, for the proper performance of the 
Contract to the same extent as the Consultant. Continuation of the 
Contract shall be subject to the rules relating to establishment of 
any guarantee provided for in these Conditions. 
SETTLBdENT OF DISPUTES 
ARTICLE 45 
Settlement of Disputes 
45.1 The Contracting Authority and the Consultant shall make every effort 
to amicably settle any dispute relating to the Contract which may 
arise between them, or between the Supervisor and the Consultant. 
45.2 The Special Conditions shall prescribe:-
a) the procedure for the amicable settlement of disputes; 
b) the Time Limits within which the amicable settlement procedure may 
be invoked after the time that the dispute is notified to the 
other party and the maximum Time Limit within which such settle­
ment may be reached, provided that the Time Limit prescribed for 
reaching such settlement does not exceed 120 days from the com­
mencement of the adopted procedure; 
- 187 -
c) the Time Limits for responding in writing to a request for amica­
ble settlement or to other requests permitted during the course of 
that procedure and the consequence of failure to comply with those 
Time Limits. 
45.3 The parties may agree to the settlement of the dispute by concilia­
tion within a specific Time Limit by a third party after the amicable 
settlement procedure adopted has failed. 
45.4 The amicable settlement or conciliation procedure adopted shall in 
all cases involve a procedure in which complaints and responses are 
notified to the other party. 
45.5 In the absence of an amicable settlement or settlement by concilia­
tion within the maximum Time Limits specified, the dispute shall :-
a) in the case of a national contract, be settled in accordance with 
the national legislation of the State of the Contracting 
Authority; and 
b) in the case of a transnational Contract, be settled by arbitration 
in accordance with the procedural rules adopted by the EBC 
Counc i1. 
- 188 -
ANNEX V 
PROCEDURAL RULES ON CONCILIATION 
AND ARBITRATION OF CONTRACTS 
FINANCED BY THE 
EUROPEAN DEVELOPMENT FUND 
IN THE OCT 
- 189 -
TABLE OF CONTENTS 
I - INIWDDUCTICN 
Page 
Article 1 Scope of application 191 
Article 2 Definitions 191 
Article 3 Notice and Calculation of Time 192 
Article 4 Exhaustion of Internal Administrative Procedures 192 
Article 5 Conciliation 193 
II - THE TRIBUNAL 
Article 6 Nationality of Arbitrators. 194 
Article 7 Number of Arbitrators 194 
Article 8 Appointment of Sole Arbitrator 194 
Article 9 Appointment of Three Arbitrators 195 
Article 10 Appointments by the Appointing Authority 196 
Article 11 Challenge of Arbitrators 197 
Article 12 Replacement of Arbitrator 198 
III - THE ARBITRATION PROCEEDINGS 
Article 13 General Provisions 198 
Article 14 Applicable Law and Procedural Rules 199 
Article 15 Language of the Proceedings 200 
Article 16 Venue of the Proceedings 200 
Article 17 Representation and Assistance 200 
Article 18 Commencement of Arbitration Proceedings 201 
Article 19 Statement of Claim 202 
Article 20 Statement of Defence 202 
Article 21 Amendments to the Claim or Defence 203 
Article 22 Pleas to the Jurisdiction of the Tribunal 203 
Article 23 Further "Written Statements 203 
Article 24 Time Limits 204 
Article 25 Evidence 204 
Article 26 Oral Proceedings 204 
Article 27 Interim Measures of Protection 205 
Article 28 Experts 205 
Article 29 Default 206 
Article 30 Closure of Hearings 206 
Article 31 \teiver of Rules 207 
- 190 -
IV - THE ./TORD Page 
Article 32 Decisions 20? 
Article 33 Time, Scope, Form and Effect of the Avard 207 
Article 34 Enforcement of the Award 208 
Article 35 Settlement or Other Grounds for Termination 20£ 
Article 36 Interpretation of the Award 209 
Article 37 Correction of the Award 209 
Article 38 Additional Avard 21C 
Article 39 Fees 210 
Article 40 Costs 211 
Article 41 Deposit of Costs 212 
- 191 -
I - INIRCOUCIORY RULES 
ARTICLE 1 
Scope of Application 
Disputes relating to a contract financed by the European Development 
Fund (FDF) which, pursuant to the provisions of the General Conditi­
ons and the Special Conditions governing the contract, may be settled 
by conciliation or by arbitration shall be settled in accordance with 
these Procedural Rules. 
ARTICLE 2 
Definitions 
In these Rules, unless the context otherwise requires, the following 
words and expressions shall have the meaning here assigned to them:-
OCT: the Overseas Countries and Territories who through the Coun­
cil Decision have been associated with the European Economic 
Gxrmunity (EBC). 
Council Decision: Decision --/—/EBC of by the Council of the 
European Communities on the association of the overseas coun­
tries and territories with the EBC. 
Member State: a Member State of the EBC. 
Administrative Agency: the Agency in the OCT concerned given the 
function of settling by administrative methods disputes aris­
ing under or in connection with Contracts to which the 
Contracting Authority is a party. 
The Tribunal: the Arbitral Tribunal. 
Appointing Authority: the authority agreed by the Parties to an 
arbitration, or in the absence of such agreement, identified 
by these Rules, as the authority to appoint an Arbitrator. 
Contracting Authority: the State or the legal person governed by pub­
lic or private law which concludes the contract or on behalf 
of Which the contract is concluded. 
The Contract: an EDF Contract for works, supplies or services. 
Claimant: the Party which commences arbitration proceedings by giving 
notice to the other Party requesting the arbitration and sub­
mitting claims. 
192 -
Respondent: the Party to the arbitration against whom claims are 
made. 
Party: when used in connection with an arbitration, the Claimant or 
Respondent in the arbitration. 
ARTICLE 3 
Notice and Calculation of Time 
3.1 Any notice provided by these Rules shall be served by registered let­
ter or physically delivered with a request for a dated 
acknowledgement of receipt in either case. A notice shall be deemed 
to have been received on the day it is so delivered. 
3.2 For the purposes of calculating a period of time under these Rules, 
such period shall begin to run on the day following the day When a 
notice, communication or proposal, is received. If the last day of 
such period is am official holiday or a non-working day, at the ad­
dress mentioned in the notice, communication or proposal, the period 
shall be extended until the first working day which follows. How­
ever, official holidays or non-working days occurring during the run­
ning of the period of time shall be included in calculating the pe­
riod. 
ARTICLE 4 
Exhaustion of Internal Administrative Procedures 
4.1 A dispute shall not be referred to arbitration under these Rules un­
less all internal administrative procedures provided by the OCT con­
cerned for settlement of such disputes have been or are deemed to 
have been, exhausted. Recourse to administrative proceedings shall 
be deemed to have been exhausted if no final decision has been issued 
by the Administrative Agency within 120 days of the receipt of the 
initial application for settlement by it. 
4.2 In cases where recourse to administrative procedures by an applicant 
is, due to the absence of such procedures in the OCT concerned, not 
possible, a dispute may be referred to arbitration under these Rules 
only after the applicant has given notice of his complaint to the 
other party, and no meaningful steps have been taken by that other 
party to remedy or correct the cause of complaint within 120 days 
after the receipt of the notice. 
- 193 -
ARTICLE 5 
Conciliation 
5.1 At any time before a request for arbitration, a person with the right 
to request the arbitration may request the amicable intervention of 
the agency financing the contract or the settlement of the dispute by 
conciliation in accordance with these Rules. 
5.2 If the parties to the dispute agree, the conciliation shall be con­
ducted by a sole Conciliator, otherwise it shall be conducted by a 
Committee of three Conciliators. 
5.3 To qualify for appointment as Conciliator, the person must be a na­
tional of either the OCT or a Member State. 
5.4 Wiere the conciliation is to be conducted by a sole Conciliator, the 
parties to the dispute shall agree on the Conciliator. Wiere the 
Conciliation is to be conducted by a Conciliation Committee, each of 
the parties to the dispute shall nominate one of the members of the 
Committee. The third member of the Committee who shall be Chairman, 
and who shall be of a nationality other than that of the parties in­
volved, shall be chosen by the other members of the Committee. 
5.5 The party making a request for conciliation shall notify the other 
party of the request. 
The request shall consist of a statement of the case of the applicant 
and shall be accompanied by copies of relevant papers and documents. 
The request shall also contain the name and address of the person 
proposed or nominated as a Conciliator. 
5.6 Within 60 days of receipt of the notice of the request, the other 
party shall notify the applicant whether he is prepared to accept an 
attempt at conciliation, and in that event to submit to the applicant 
a reply to the applicant's case. The reply shall also contain the 
name and address of the person proposed or nominated by the other 
party as a Conciliator. 
5.7 Within 30 days of the receipt of the reply, the members of the Con­
ciliation Comnittee selected by the parties shall nominate the 
Chairman. 
5.8 The proceedings of the Conciliator or Conciliation Committee shall be 
as informal and expeditious as is compatible with a just and objec­
tive settlement of the dispute and shall be based on a fair hearing 
of each party. 
Each of the parties may appear in person or be represented by an 
agent of his choice. 
5.9 After examining the case, the Conciliator or Conciliation Committee 
shall submit terms of settlement to the parties. 
- 194 -
5.10 Should a settlement result, the Conciliator or Conciliation Committee 
shall draw up and sign a record of the settlement. The record shall 
be signed by the parties to signify their acceptance thereof. The 
record of the settlement so signed by the parties shall be binding 
upon them. 
5.11 Copies of the record of settlement so signed shall be given to the 
parties. 
5.12 Should a settlement not result, the parties shall be at liberty to 
refer their dispute to arbitration under these Rules, in which case, 
nothing that has transpired in connection with the proceedings before 
the Conciliator or Conciliation Committee shall in anyway affect the 
legal rights of any of the parties at the arbitration. 
5.13 No person having sat as a Conciliator or a member of a Conciliation 
Committee for the settlement of a dispute may be appointed Arbitrator 
for the same matter. 
II -THE TRIBUNAL 
ARTICLE 6 
Nationality of Arbitrators 
To qualify for appointment as an Arbitrator, a person must be a na­
tional of either the OCT or a Member State. 
ARTICLE 7 
Number of Arbitrators 
If the Parties agree, the Tribunal shall be constituted by one Arbi­
trator only. Such agreement must be reached by the Parties within 15 
days after receipt by the Respondent of the notice commencing the ar­
bitration proceedings as provided for in Article 18. If the Parties 
fail to agree to arbitration by one Arbitrator within the time speci­
fied, or if they otherwise agree, the Tribunal shall be constituted 
by three Arbitrators. 
ARTICLE 8 
Appointment of Sole Arbitrator 
8.1 If a sole Arbitrator is to be appointed, the Parties shall agree on 
that Arbitrator or upon the Appointing Authority for making the ap­
pointment thereof within 60 days after the commencement of the arbi­
tration proceedings as laid down in Article 18. 
- 195 -
8.2 Where:-
a) the Parties are unable to agree either on the Arbitrator or on 
the Appointing Authority within the specified 60 days, or 
b) the Appointing Authority agreed by the Parties refuses to act, or 
fails to appoint the Arbitrator, within 60 days of receipt of the 
Parties' request therefore, 
either Party may request the most senior in rank from amongst the 
judges of the International Court of Justice at the Hague who are na­
tionals of the OCT and the Member States to exercise the powers of 
the Appointing Authority. 
ARTICLE 9 
Appointment of Three Arbitrators 
9.1 If three Arbitrators are to be appointed, each Party shall appoint 
one Arbitrator. The two Arbitrators thus appointed shall choose the 
third Arbitrator who shall be the presiding Arbitrator of the Tribu­
nal. 
9.2 The appointment by each Party of an Arbitrator shall be made within 
60 days from the date of the agreement between the Parties that the 
Tribunal be constituted by three Arbitrators, or the date when the 
constitution of the Tribunal by a sole Arbitrator was, in terms of 
Article 7.1, excluded. 
9.3 If:-
a) within 30 days after the appointment by each Party of his Arbitra­
tor, the two appointed Arbitrators have not chosen the third Arbi­
trator, or 
b) within 30 days after the receipt of the notification of the ap­
pointment by one Party of an Arbitrator the other Party has not 
notified the first Party of the Arbitrator he has appointed, 
the required Arbitrator shall upon request by either Party, be ap­
pointed by the Appointing Authority. 
9.4 The Appointing Authority shall be agreed by the Parties not later 
than 60 days after the particular failure which gives rise to the 
need to invoke that authority. If after the expiration of that pe­
riod an Appointing Authority has not been agreed by the Parties, 
either Party may request the most senior in rank from amongst the 
judges of the International Court of Justice at the Hague who are na­
tionals of the OCT and the Member States to exercise the powers of 
the Appointing Authority. 
- 196 -
ARTICLE 10 
Appointments by the Appointing Authority 
10.1 When an Appointing Authority is requested to appoint an Arbitrator, 
the Party which makes the request shall send to the Appointing 
Authority a copy of the notice of arbitration specified in Article 
18.1 and a copy of the Contract under or in connection with which the 
dispute has arisen. The Appointing Authority may require from either 
Party such information as he deems necessary to fulfil his function. 
10.2 Either Party may propose names of persons suitable for appointment as 
Arbitrators to the Appointing Authority. Where such proposal is 
made, the full names, addresses and nationalities of the persons pro­
posed shall be given, together with a description of their qualifica­
tions. 
10.3 The Appointing Authority shall appoint the Arbitrator or Arbitrators 
as promptly as possible. In making the appointment, the Appointing 
Authority shall:-
a) have regard to such considerations as are likely to secure the ap­
pointment of an independent and impartial Arbitrator of a nation­
ality other than the nationalities of the Parties, and of high 
moral standing, who has a recognised competence in the 
field of law, technical knowledge or finance applicable to the 
matters in dispute; and 
b) unless both Parties agree otherwise, or the Appointing Authority 
decides in his discretion that the procedure is not appropriate 
for the particular case, use the following list-procedure:-
i) the Appointing Authority shall communicate to both Parties an 
identical list containing at least three names of persons 
qualified for appointment as arbitrators in terms of Articles 
6.1 and 10.3(a); 
ii) within 30 days after the receipt of this list, each Party may 
return the list to the Appointing Authority after deleting 
the name or names to which he objects, and numbering the re­
maining names on the list in the order of his preference. If 
the list is not returned or no alteration is made in the 
order in which the names appear in the original list, the 
names on that list shall be deemed to have been approved by 
the Party concerned in the order in which they appear; 
iii) upon receipt of the list returned by both parties, or after 
the expiration of the time limit for the return, whichever is 
the earlier, the Appointing Authority shall within 30 days 
appoint the Arbitrator from among the names approved or 
deemed to be approved, on the list and in accordance with the 
order of preference indicated by the Parties; 
- 197 -
iv) if for any reason the appointment cannot be made according to 
this procedure, the Appointing Authority may appoint a suit­
able Arbitrator, having due regard to the interest of the 
Parties, the nature of the dispute and, where applicable, the 
fact that one of the Parties is a State. 
ARTICLE 11 
Challenge of Arbitrators 
11.1 A prospective Arbitrator shall disclose to those who approach him in 
connection with his possible appointment any facts or circumstances 
likely to give rise to justifiable doubts or suspicion as to his im­
partiality or independence. A person appointed Arbitrator shall 
disclose such facts or circumstances to the Parties unless they have 
already been informed by him of these circumstances. 
11.2 Any Arbitrator may be challenged by a Party if facts or circumstances 
exist which give rise to justifiable doubts or suspicion as to his 
impartiality or competence. However a Party may challenge an Arbi­
trator appointed by him, or in whose appointment he has participated, 
only for reasons of which he becomes aware after the appointment has 
been made. 
11.3 A Party who intends to challenge an Arbitrator shall send a notice of 
his challenge in writing, stating the reasons therefor to the Tribu­
nal, the challenged Arbitrator and the other Party. The notice shall 
be sent within 15 days of the constitution of the Tribunal or of the 
appointment of the challenged Arbitrator, whichever is later, or 
within 15 days after the circumstances justifying the challenge be­
come known to the Party making the challenge. 
11.4 Where a challenge made by one Party is agreed by the other Party, or 
where the challenged Arbitrator withdraws from office, the authority 
of that Arbitrator in the arbitration proceedings shall forthwith 
terminate. But neither the agreement of the Parties to the challenge, 
nor the withdrawal from office of the challenged Arbitrator, implies 
an acceptance of the validity of the grounds of the challenge issued. 
11.5 If the other Party does not agree to the challenge, or if the chal­
lenged Arbitrator does not withdraw, a decision on the challenge 
shall be made as follows :-
a) where the appointment of the Arbitrator was made by an Appointing 
Authority, by that authority; 
b) where the appointment of the Arbitrator was not made by an Ap­
pointing Authority, by the other members of the Tribunal, if there 
are such others; 
- 198 -
c) in all other cases, or in case of disagreement between the other 
members of the Tribunal, by an Appointing Authority designated or 
to be designated in accordance with the procedure provided in 
Article 9.4. 
The decision of the authority specified herein shall be final. 
ARTICLE 12 
Replacement of Arbitrator 
12.1 In the following cases, a substitute Arbitrator shall be appointed in 
accordance with the procedure laid down in Articles 8, 9 and 10 Which 
is applicable to the appointment of the particular Arbitrator being 
replaced:-
a) a challenge to an Arbitrator has been agreed to by the other 
Party; or 
b) a challenged Arbitrator has withdrawn from office; or 
c) notwithstanding the absence of agreement of the other Party, or a 
refusal by the challenged Arbitrator to withdraw, a challenge to 
an Arbitrator is sustained; or 
d) an Arbitrator dies during the course of the arbitration proceed­
ings; or 
e) for any other reason, an Arbitrator fails to act or it becomes im­
possible de jure or de facto for him to perform his functions. 
12.2 If an Arbitrator is replaced, any hearing held previously may, at the 
discretion of the Tribunal, be repeated, and any decision or order 
made in the course of the proceedings may be set aside by the Tribu­
nal. 
Ill -THE ARBITRATION PROCEEDINGS 
ARTICLE 13 
General Provisions 
13.1 Subject to these Rules, the Tribunal may conduct the arbitration in 
such manner as it considers appropriate. 
- 199 -
13.2 The Tribunal shall conduct the arbitration as expeditiously and with 
such due regard for the saving of costs as is consistent with doing 
justice between the Parties. The Parties shall be treated with 
equality, and at any stage of the proceedings each of them shall 
be given a full opportunity of presenting his case. 
13.3 If either Party so requests at any stage of the proceedings, the Tri­
bunal shall hold hearings for presentation of evidence by witnesses, 
including expert witnesses, or for oral argument. In the absence of 
such a request, the Tribunal shall decide whether to hold such hear­
ings or whether the proceedings shall be conducted on the basis of 
documents and other materials. 
13.4 All documents or information supplied to the Tribunal by one Party 
shall at the same time be communicated by that Party to the other 
Party. No such document or information may be used in support of a 
Party's case unless there is proof that it has been communicated to 
the other Party. 
ARTICLE 14 
Applicable Law and Procedural Rules 
14.1 The Tribunal shall apply the law of the State of the Contracting 
Authority to the matters in dispute, unless otherwise specified in 
the Contract, in which case the Tribunal shall apply the law so spe­
cified. In all cases, the Tribunal shall decide in accordance with 
the terms of the Contract, and may take into account the usages of 
the trade applicable to the transaction. 
14.2 Where the applicable law is silent on any specific point, the Tribu­
nal shall apply the conflict of laws rules resulting from the law ap­
plicable to the Contract. The Tribunal may not decline to make an 
award on the ground that the law is silent or obscure on the point. 
14.3 Notwithstanding the provisions of Articles 5.1 and 14.1, if the Par­
ties expressly so authorise the Tribunal in the course of the arbi­
tration proceedings, it shall decide as Anicable Compositor or ex 
aequo et bono. 
14.4 The entire arbitration proceedings shall be conducted in accordance 
with these Rules. In the absence of agreement between the Parties, 
any procedural matter which is not provided for in these Rules shall 
be decided by the Tribunal, which shall ensure in particular, in such 
a case, that the principle of equality between the Parties is ob­
served. 
- 200 -
ARTICLE 15 
Language of the Proceedings 
15.1 Arbitration proceedings shall be conducted and the arbitration award 
made in the language of the Contract, the terms or execution of Which 
gave rise to the dispute. 
15.2 The Tribunal may order that any documents annexed to the statement of 
claim or statement of defence, and any other document or exhibit sub­
mitted in the course of the proceedings, and which are not drawn up 
in the language of the proceedings, shall be accompanied by a certi­
fied translation into the language of the proceedings. 
ARTICLE 16 
Venue of the Proceedings 
16.1 Arbitration proceedings shall be conducted in the OCT concerned in 
Which the Contract was awarded or performed. However, the Tribunal 
may, with the agreement of the Parties and for good cause, decide to 
conduct the arbitration in some other place. In deciding on such 
other place, the Tribunal shall have regard to the circumstances of 
the case, including the costs involved, the convenience of the Par­
ties, and the potential adverse effect of the procedural rules of an 
alternative venue on the Parties and the proceedings. 
16.2 Subject to Article 16.1, the Tribunal may hold some hearings and 
meetings at any place it deems appropriate, having regard to the 
circumstances of the case. 
16.3 The Tribunal may meet at any place it deems appropriate for the in­
spection of the works, goods, other property or documents. The Par­
ties shall be given sufficient notice to enable them to be present at 
such inspection. 
ARTICLE 17 
Representation and Assistance 
The Parties may be represented and/or assisted by persons of their 
choice. The names and addresses of such persons must be communicated 
in writing to the other Party and to the Tribunal. Such communica­
tion must specify whether the person named is appointed for the pur­
pose of representation or assistance. 
- 201 -
ARTICLE 18 
Commencement of Arbitration Proceedings 
18.1 The Claimant in an arbitration shall give to the Respondent a notice 
of arbitration. Such notice shall be time-barred unless it is given 
not later than 90 days after the receipt of the decision closing 
the final administrative proceedings taken in the OCT concerned, or, 
where no such administrative procedures are available, not later than 
90 days after the expiry of the 120 days provided for in Article 4.2 
for the remedy of a complaint notified to the other Party. 
18.2 Arbitration proceedings shall be deemed to commence on the date on 
which the notice of arbitration is received by the Respondent. 
18.3 The notice of arbitration shall include the following:-
a) a demand that the dispute be referred to arbitration; 
b) the names and addresses of the Parties and their nationality at 
the time of the notice; 
c) a reference to the Contract out of or in relation to which the 
dispute arises, and the particular clause or clauses in the Con­
tract being invoked or challenged; 
d) the general nature of the claim and the amount involved, if any; 
e) the relief or remedy sought; 
f) a brief statement, with dates, of any administrative proceedings 
or of the notice given of complaints, and the outcome of such 
steps; 
g) a proposal as to the number of Arbitrators (i.e., one or three). 
18.4 The notice of arbitration may also include:-
a) the name of the person and/or the authority proposed for appoint­
ment as a sole Arbitrator and/or Appointing Authority referred to 
in Article 8.1; 
b) the notification of the appointment by the Claimant of an Arbi­
trator referred to in Article 9.1; 
c) the statement of claim referred to in Article 19. 
- 202 -
ARTICLE 19 
Statement of Claim 
19.1 Unless the statement of claim was contained in the notice of arbitra­
tion, within a time limit to be determined by the Tribunal, the 
Claimant shall communicate his statement of claim in writing to the 
Respondent and to each of the Arbitrators. A copy of the Contract 
shall be annexed thereto. 
19.2 The statement of claim, signed and dated by the Claimant and/or his 
duly authorised representative, shall include the following particu-
lars:-
a) the names and addresses of the Parties; 
b) a statement of the facts supporting the claim; 
c) the points at issue; 
d) the relief or remedy sought. 
The Claimant shall either annex to his statement of claim all docu­
ments he deems relevant or add a reference to the documents or other 
evidence he will submit. 
ARTICLE 20 
Statement of Defence 
20.1 Wftthin a time limit to be determined by the Tribunal, the Respondent 
shall communicate his statement of defence in writing to the Claimant 
and to each of the Arbitrators. 
20.2 The statement of defence shall reply to the particulars of the state­
ment of claim given in compliance with Article 19.2(b), (c) and (d). 
The Respondent shall either annex to his statement the documents on 
which he relies for his defence or add a reference to the documents 
or other evidence he will submit. 
20.3 In his statement of defence, or at a later stage in the arbitration 
proceedings, if the Tribunal decides that the delay was justified un­
der the circumstances, the Respondent may make a counter-claim aris­
ing out of the same Contract, or rely on a claim arising out of the 
same Contract for the purpose of a set-off. 
20.4 The provisions of Article 19.2 shall apply to a counter-claim and a 
claim relied on for the purpose of a set-off. 
- 203 -
ARTICLE 21 
Amencknenta to the Claim or Defence 
During the course of the arbitration proceedings either Party may 
amend or supplement his claim or defence unless the Tribunal consid­
ers it inappropriate to allow such amendment having regard to the 
delay in making it or the undue harm that it would cause to the other 
Party. 
ARTICLE 22 
Pleas to the Jurisdiction of the Tribunal 
22.1 The Tribunal shall have the power to rule on objections to its juris­
diction. 
22.2 The Tribunal shall have the power to determine the existence or the 
validity of the Contract. A decision by the Tribunal that the Con­
tract is null and void shall not affect the validity of the arbitra­
tion clause in the Contract or the agreement to submit the dispute to 
arbitration, and therefore, shall not affect the application of these 
Rules. 
22.3 A plea that the Tribunal does not have jurisdiction shall be raised 
not later than in the statement of defence or, with respect to a 
counter-claim, in the reply to the counter-claim. This provision 
shall also apply to new claims and counter-claims admitted in the 
course of the proceedings. 
22.4 In general, the Tribunal should rule on a plea concerning its juris­
diction as a preliminary question. However, the Tribunal may proceed 
with the arbitration and then rule on such a plea in its final award. 
ARTICLE 23 
Further Wfritten Statements 
The Tribunal shall decide which further written statements, in addi­
tion to the statement of claim and the statement of defence, shall be 
required from the Parties or may be presented by them and, if so, the 
manner in which they shall be presented, and shall fix the time lim­
its for communicating such statements. 
204 -
ARTICLE 24 
Time Limits 
The time limits fixed by the Tribunal for the communication of writ­
ten statements (including the statement of claim and statement of de­
fence) shall not, in each case, exceed 45 days. However, the Tribu­
nal may extend the time limits if it concludes that an extension is 
justified. 
ARTICLE 25 
Evidence 
25.1 Each Party shall bear the burden of proving the facts relied on to 
support his claim or defence. 
25.2 The Tribunal may, if it considers it appropriate, require the Parties 
to deliver to the Tribunal and to the other Party, within such time 
limit as the Tribunal shall decide, a summary of the documents and 
other evidence which that Party offers to present in support of the 
facts in issue set out in his statement of claim or statement of de­
fence. 
25.3 At any time during the proceedings, the Tribunal may require the Par­
ties to produce documents, exhibits or other evidence within such 
time limit as the Tribunal shall determine. 
ARTICLE 26 
Oral Proceedings 
26.1 In the event of an oral hearing, the Tribunal shall give the Parties 
adequate advance notice of the date, time and place thereof. 
26.2 If witnesses are to be heard, each Party shall commumicate to the 
Tribunal and to the other Party, at least 15 days before the hearing, 
the names and addresses of the witnesses he intends to call, the sub­
jects upon and the languages in which such witnesses will give 
their testimony. 
26.3 The Tribunal shall make arrangements for the translation of oral 
statements made at a hearing and for a record of the hearing if ei­
ther is deemed necessary by the Tribunal under the circumstances of 
the case, or if the Parties have agreed thereto and have communicated 
such agreement to the Tribunal at least 15 days before the hearing. 
- 205 -
26.4 Hearings shall be held in camera unless the Parties agree otherwise. 
The Tribunal may require the retirement of any witness or witnesses 
during the testimony of other witnesses. The Tribunal is free to de­
termine the manner in which witnesses are examined, without prejudice 
to the right of each Party, at its request, to question witnesses 
presented by the other Party. 
26.5 Evidence of witnesses may also be presented in the form of sworn 
written statements signed by them. However, at the request of either 
Party and with the leave of the Tribunal, such witnesses may be heard 
at a hearing where the Parties shall have the opportunity to be 
present and to question the witnesses. 
26.6 The Tribunal shall determine the admissibility, relevance, materi­
ality and weight of the evidence offered. 
ARTICLE 27 
Interim Measures of Protection 
27.1 At the request of either Party, the Tribunal may take any interim 
measures it deems necessary in respect of the subject matter of the 
dispute, including measures for the conservation, preservation or 
safe-custody of the goods forming the subject matter in dispute, such 
as ordering their deposit with a third person or the sale of perish­
able goods. The Tribunal may also order the deposit of a sum of 
money or the provision of a security to guarantee the whole or any 
part of the amounts in dispute. In the event of failure to do so, 
the Tribunal shall be entitled to draw such conclusions as may 
logically be imputed to such failure. 
27.2 Such interim measures may be established in the form of an interim 
award. The Tribunal shall be entitled to require security for the 
costs of such measures. 
ARTICLE 28 
Experts 
28.1 The Tribunal may appoint one or more independent experts to examine 
and report to it, in writing, on specific issues to be determined by 
the Tribunal. A Party shall have the right to object to an expert on 
the ground of competence and partiality and if such objection is 
sustained by the Tribunal that expert shall withdraw. A copy of the 
expert's terms of reference, established by the Tribunal, shall be 
communicated to the Parties. 
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28.2 The Parties shall give the expert any relevant information or produce 
for his inspection any relevant documents or goods that he may re­
quire of them. Any dispute between a Party and such expert as to the 
relevance of the required information or production shall be referred 
to the Tribunal for decision. 
28.3 Upon receipt of the expert's report, the Tribunal shall communicate a 
copy of the report to the Parties who shall be given the opportunity 
to express, in writing, their opinion on the report. A Party shall 
be entitled to examine any document on which the expert has relied in 
his report. 
28.4 At the request of either Party, the expert, after delivery of the re­
port, may be heard at a hearing where the Parties shall have the op­
portunity to be present and to question him. At this hearing either 
Party may call expert witnesses in order to testify on the points at 
issue. The provisions of Article 26 shall apply to such proceedings. 
ARTICLE 29 
Default 
29.1 If, within the time limit fixed by the Tribunal, the Claimant has 
failed to communicate his statement of claim without showing suffi­
cient cause for such failure, the Tribunal shall issue an order for 
the termination of the proceedings. If, within the time limit fixed 
by the Tribunal, the Respondent has failed to communicate his state­
ment of defence without showing sufficient cause for such failure, 
the Tribunal shall, after allowing for the particular constraints ap­
plying to the Respondent, order that the proceedings continue and may 
make an award even if a defence has by then not been submitted. 
29.2 If one of the Parties, duly notified under these Rules, fails to ap­
pear at a hearing, without shewing sufficient cause for such failure, 
the Tribunal may proceed with the arbitration. 
29.3 If one of the Parties, duly invited to produce documentary evidence, 
fails to do so within the established time limit, without showing 
sufficient cause for such failure, the Tribunal may make the award 
on the evidence before it, taking due account of the failure and the 
bearing it has on the case. 
ARTICLE 30 
Closure of Hearings 
30.1 The Tribunal may inquire of the Parties if they have any further evi­
dence to offer or witnesses to be heard or submissions to make and, 
if there are none, it may declare the hearing closed. 
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30.2 The Tribunal may, if it considers it necessary owing to exceptional 
circumstances, decide, on its own motion or upon application of a 
Party, to reopen the hearings at any time before the award is made. 
ARTICLE 31 
Wfciver of Rules 
A Party who refrains from promptly raising an objection to any non­
compliance with the provisions of or requirements under these Rules 
shall be deemed to have waived his right to object. 
IV - THESARD 
ARTICLE 32 
Decisions 
32.1 When there are three Arbitrators, an award or other decision of the 
Tribunal shall be made by a majority of the Arbitrators. However, if 
there is no majority, the presiding Arbitrator shall have a casting 
vote, but shall give reasons for exercising that vote. 
32.2 In the case of questions of procedure, when there is no majority or 
when the Tribunal so authorizes, the presiding Arbitrator may decide 
on his own, subject to review, if any, by the Tribunal. 
ARTICLE 33 
Time, Scope, Form and Effect of the Award 
33.1 The arbitration award shall be made as soon as possible after the 
hearing or receipt of evidence or the material which the Parties wish 
to put before the Tribunal. 
33.2 In addition to making a final award, the Tribunal shall be entitled 
to make interim, interlocutory, or partial awards. 
33.3 The award shall be made in writing and shall be final and binding on 
the Parties. The Parties shall carry out the award without delay. 
Each OCT or Member State shall recognise as binding every award made 
pursuant to these Rules and shall ensure that it is enforced in its 
territory, as if it were a final judgment of one of its own courts or 
tribunals. 
33.4 The Tribunal shall state the reasons upon which the award is based, 
unless the Parties have agreed that no reasons are to be given. 
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33.5 An award shall be signed and duly certified by the Arbitrators and it 
shall contain the date on which and the place where the award was 
made. Where there are three Arbitrators and one of them fails to 
sign, the award shall state the reason for the absence of the 
signature. 
33.6 The award may be made public only with the consent of both Parties. 
33.7 Copies of the award signed and certified by the Arbitrators shall be 
communicated to the Parties by the Tribunal. 
ARTICLE 34 
Enforcement of the Award 
34.1 In order to obtain the recognition and enforcement of the award in 
the territory of the OCT or a Member State, the Party concerned must 
present a certified copy of the award to the authority which that 
State has designated for the purpose. The order for enforcement 
shall be appended to the presented copy without any verification 
other than that of the authenticity of the copy. 
34.2 Each signatory State shall, within 180 days from the entry into force 
of these Rules, inform the President of the Council of Ministers of 
the EBC of the authority Which it has designated for this purpose and 
shall keep him informed of any changes. The President of the Council 
of Ministers will transmit such information the President of the 
Commission without delay. 
34.3 The enforcement of the award shall be regulated by the law relating 
to the enforcement of judgments which is in force in the State in 
whose territory the enforcement is to be carried out. 
ARTICLE 35 
Settlement or Other Grounds for Termination 
35.1 If, before the award is made, the Parties agree on a settlement of 
the dispute by other means, the Tribunal shall either issue an order 
for the termination of the proceedings or, if requested by both Par­
ties and accepted by the Tribunal, record the settlement in the form 
of am award on the agreed terms. The Tribunal is not obliged to give 
reasons for such an award. 
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35.2 If, before the award is made, the continuation of the proceedings be­
comes unnecessary or impossible for any reason other than settlement 
under Article 35.1, the Tribunal shall inform the Parties that unless 
any objection is received within 30 days, it will issue an order ter­
minating the proceedings. Should either Party object within the said 
30 days, the Tribunal shall not issue such an order until it has 
heard the Parties and determined that there are no justifiable 
grounds for objection. 
35.3 Copies of the order for termination of the proceedings or of the 
award on the agreed terms, signed by the Arbitrators, shall be commu­
nicated by the Tribunal to the Parties. Where an award on the agreed 
terms is made, the provisions of Articles 33.3 and 33.5 to 33.7 shall 
apply. 
ARTICLE 36 
Interpretation of the Award 
36.1 Within 60 days after the receipt of the award, either Party, with 
notice to the other Party, may request that the Tribunal give an in­
terpretation of the award. Where a new issue is discovered after the 
time limit provided has expired, the 60 days shall run from the date 
the new issue is discovered, provided that the maximum time limit for 
a request based on the discovery of a new issue shall not exceed 120 
days from the date of the award. 
36.2 The interpretation shall be given in writing as soon as possible 
after the receipt of the request. The interpretation shall form part 
of the award and the provisions of Article 33.2 to 33.6 shall apply. 
ARTICLE 37 
Correction of the Award 
37.1 within 60 days after the receipt of the award, either Party, with 
notice to the other Party, may request the Tribunal to correct in the 
award any errors in computation, any clerical or typographical er­
rors, or any errors of a similar nature. The Tribunal may within 30 
days after the communication of the award make such corrections on it 
own initiative. 
37.2 Such corrections shall be in writing, and the provisions of Article 
33.2 to 33.6 shall apply. 
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ARTICLE 38 
Additional Award 
38.1 Within 60 days after the receipt of the award, either Party, with 
notice to the other Party, may request the Tribunal to make an addi­
tional award as to claims presented in the proceedings but omitted 
from the award. 
38.2 If the Tribunal considers the request for an additional award to be 
justified and considers that the omission can be rectified without 
any further hearings or evidence, it shall complete its award within 
60 days after the receipt of the request. 
38.3 When the additional award is made, the provisions of Article 33.2 to 
33.6 shall apply. 
ARTICLE 39 
Fees 
39.1 The fees of the Tribunal shall be reasonable in amount, taking into 
account the complexity of the subject matter, the time spent by the 
Arbitrators and any other relevant circumstances of the case. 
39.2 If an Appointing Authority has been agreed upon by the Parties or 
designated by these Rules, and if that authority has issued a sched­
ule of fees for Arbitrators in international cases which it adminis­
ters, the Tribunal in fixing its fees shall take that schedule of 
fees into account to the extent that it considers appropriate in the 
circumstances of the case. 
39.3 If such Appointing Authority has not issued a schedule of fees for 
Arbitrators in international cases, any Party may at any time before 
the Tribunal issues any award fixing its costs request the Appointing 
Authority to furnish a statement setting forth the basis for estab­
lishing fees which is customarily followed in international cases in 
which the authority appoints Arbitrators. If the Appointing 
Authority consents to provide such a statement, the Tribunal in fix­
ing its fees shall take such information into account to the extent 
that it considers appropriate in the circumstances of the case. 
39.4 In the cases referred to in Articles 39.2 and 39.3, when a Party so 
requests and the Appointing Authority consents to draw up a proposal 
for fees, the Tribunal shall fix its fees only after consultation 
with the Appointing Authority which may make any comment it deems ap­
propriate to the Tribunal concerning the fees. 
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ARTICLE 40 
Costs 
40.1 The Tribunal shall fix the costs of arbitration in its award. The 
term "costs" includes only:-
a) the fees of the Tribunal to be stated separately as to each Arbi­
trator and to be fixed by the Tribunal itself in accordance with 
Article 39; 
b) the travel and other expenses incurred by the Arbitrators; 
c) the costs of expert advice and of other assistance required by the 
Tribunal; 
d) the travel and other expenses of witnesses to the extent such ex­
penses are approved by the Tribunal; 
e) the costs for legal representation and assistance of the success­
ful Party if such costs were claimed during the proceedings, and 
only to the extent that the Tribunal determines that the amount of 
such costs is reasonable; 
f) any fees and expenses of the Appointing Authority. 
40.2 Except as provided in Article 40.3, the costs of arbitration shall in 
principle be borne by the unsuccessful Party. However, the Tribunal 
may apportion each of such costs between the Parties if it determines 
that apportionment is reasonable, taking into account the circum­
stances of the case. 
40.3 With respect to the costs of legal representation and assistance re­
ferred to in Article 40.1(e), the Tribunal, taking into account the 
circumstances of the case, shall be free to determine which Party 
shall bear such costs or may apportion such costs between the 
Parties if it determines that apportionment is reasonable. 
40.4 When the Tribunal issues an order for the termination of the proceed­
ings or makes an award on the agreed terms, it shall fix the costs of 
arbitration referred to in Article 40.1 in the text of that order of 
award. 
40.5 No additional fees may be charged by a Tribunal for interpretation or 
correction or completion of its award under Articles 36 to 38. 
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ARTICLE 41 
Deposit of Costs 
41.1 The Tribunal, on its establishment, may request each Party to deposit 
an equal amount as an advance for the costs referred to in Article 
40.1(a), (b) and (c). 
41.2 During the course of the arbitration proceedings, the Tribunal may 
request supplementary deposits from the Parties for valid reasons. 
41.3 If an Appointing Authority has been agreed upon by the Parties or 
designated by these Rules, and When a Party so requests and the Ap­
pointing Authority consents to perform the function, the Tribunal 
shall fix the amounts of any deposits or supplementary deposits only 
after consultation with the Appointing Authority which may make com­
ments to the Tribunal which it deems appropriate concerning the 
amount of such deposits and supplementary deposits. 
41.4 If the required deposits are not paid in full within 30 days after 
receipt of the request, the Tribunal shall inform the Parties in or­
der that one or other of them may make the required payment. If such 
payment is not made, the Tribunal may nevertheless decide to continue 
with, or order the suspension or termination of, the proceedings. 
41.5 After the award has been made, the Tribunal shall render an account 
to the Parties of the deposits received and return any unexpended 
balance to the Parties. 
ISSN 0254-1475 
COM(91) 151 final 
DOCUMENTS 
EN 11 
Catalogue number : CB-CO-91-360-EN-C 
ISBN 92-77-74999-7 
Office for Official Publications of the European Communities 
L-2985 Luxembourg