FIDIC分包合同范本

1、CONDITIONS OF SUBCONTRACT FOR WORKS OF CIVIL ENGINEERING COSNTRUCTION Part I- General Conditions Part II- Guidance for the Preparation of Condition of Particular Application With Forms of Offer and Agreement (For use in conjunction with the Conditions of Contract for Works of Civil Engineering Const

2、ruction, Forth Edition 1987 Reprinted 1992 with further amendments) 1st Edition 1994 ACKNOWLEDGEMENTS FIDIC extends special thanks to Christopher R. Seppala and Maurizio Ragazzi, White & Case, Paris, for acting as the principal drafter of this document. This contribution to FIDIC and the profess

3、ion is highly appreciated. The draft was reviewed initially by Mario Asin of TAMS, USA and Edward Corbett of Corbett & Co., UK and subsequently by the World Bank, European International Contractors, the International Bar Association and ConSpec, all of whom provided valuable comments. Advice on

4、insurance matters was provided by Martyn J. Nixon of Willis Corron, London. The preparation was carried out under the general direction of the FIDIC Contracts Committee comprising K.B (Tony) Norris, Consulting Engineer, UK; Michael Mortimer-Halwkins of SwedPower, Sweden; and John Bowcock of Sir Alex

5、ander Gibb & Partner Ltd. UK. FIDIC wishes to record its appreciation of the time and effort devoted by all the above. The ultimate decision on the form and content of the document rests with FIDIC. CONTENTS PART I:GENERAL CONDITIONS Definitions and Interpretation1.1 Definitions 1.2 Headings and

6、 Marginal Notes 1.3 Interpretation 1.4 Singular and Plural 1.5 Notices, Consents, Approvals, Certificates, Confirmation and Determinations 1.6 Instructions in Writing General Obligations 2.1 Subcontractor s General Responsibilities 2.2 Performance Security 2.3 Programme to be submitted by Subcontrac

7、tor 2.4 Assignment of Subcontract 2.5 Sub-contracting Subcontract Documents 3.1 Language/s 3.2 Governing Law 3.3 Subcontract Agreement 3.4 Priority of Subcontract Documents Main Contract 4.1 Subcontractor s Knowledge of Main Contract 4.2 Subcontractor s Responsibilities in Relation to Subcontract Wo

8、rks 4.3 No Privity of Contract with Employer 4.4 Possible Effects of Subcontractors Breaches of Subcontract Temporary Works, Contractor s Equipment and/or Other Facilities (if Any) 5.1 Subcontractor s Use of Temporary Works 5.2 Subcontractor s Use of Contractors Equipment and/or Other Facilities (if

9、 any) in Common with Other Subcontractors 5.3 Subcontractor s Exclusive Use of Contractor s Equipment and/or Facilities (if Any) 5.4 Indemnification for Misuse of Temporary Works, Contractors Equipment and/or Other Facilities (if Any) Site Working and Access 6.1 Working Hours on Site; Subcontractors

10、 Compliance with Rules and Regulations 6.2 Availability of Site to Subcontractor and Access to Site 6.3 Subcontractor s Obligation to Permit Access to Subcontract Works Commencement and Completion 7.1 Commencement of Subcontract Works; Subcontract s Time for Completion 7.2 Extension of Subcontractor

11、s Time for Completion 7.3 Contractor s Obligation to Notify Instructions and Decision 8.1 Instruction and Decision under Main Contract 8.2 Instruction under Subcontract Variations 9.1 Variation of Subcontract Works 9.2 Instructions for Variation Valuation of Variations 10.1 Manner of Valuation 10.2

12、Assessment of Value of Variation 10.3 Valuation by Reference to Measurement under Main Contract 10.4 Quantity Estimated and Quantity Executed 10.5 Daywork Notices and Claims 11.1 Notices 11.2 Claims 11.3 Effects of Failure to Give Notice Subcontractor s Equipment, Temporary Works and Materials 12.1

13、Incorporation by Reference Indemnities 13.1 Subcontractor s Obligation to Indemnify 13.2 Contractor s Obligation to Indemnify Outstanding Work and Defects 14.1 Subcontractor s Obligation before Taking-Over 14.2 Subcontractor s Obligation after Taking-Over 14.3 Defects Caused by Contractors Act or De

14、fault Insurance 15.1 Subcontractor s obligation to Insure Contractor s Obligation to Insure; Subcontract Works at Subcontractor s Risk Evidence of Insurance; Remedy on Failure to Insure Payment 16.1 Subcontractor s Monthly Statements 16.2 Contractor s Monthly Statements 16.3 Payment Due; Payment Wit

15、hheld or Deferred; Interest 16.4 Payment of Retention Money 16.5 Payment of Subcontract Price and Other Sums Due 16.6 Cessation of Contractor s Liability Termination of Main Contract 17.1 Termination of Subcontractors Employment 17.2 Payment after Termination 17.3 Termination of Main Contract in Con

16、sequence of Breach of Subcontract Default of Subcontractor 18.1 Termination of Subcontract 18.2 Contractor s and Subcontractor s Rights and Liabilities upon Termination 18.3 Contractor s Powers Settlement of Disputes 19.4 Amicable Settlement and Arbitration 19.2 Dispute in Connection with or Arising

17、 out of Main Contract Touching or Concerning Subcontract Works Notices and Instructions 20.1 Giving of Notices and Instructions 20.2 Change of Address Changes in Cost and Legislation 21.1 Increase or Decrease of Cost 21.2 Subsequent Legislation Currency and Rates of Exchange 22.1 Currency Restrictio

18、n 22.2 Rates of Exchange REFERENCE TO PART II PART II: GUIDANCE FOR THE PREPARATION OF CONDITIONS OF PARTICULAR APPLICATION 1 Definitions and Interpretation 2 General Obligations 3 Subcontract Document 4 Main Contract 5 Temporary Works, Contracts Equipment and/or Other Facilities (if Any) 6 Site Wor

19、king and Access 7 Commencement and Completion 12 Subcontractor s Equipment, Temporary Works and Materials 14 Outstanding Work and Defects 15 Insurances 16 Payment 19 Settlement of Disputes 22 Currency and Rates of Exchange SUBCONTRACTORS OFFER APPENDIX TO SUBCONTRACTORS OFFER SUBCONTRACT AGREEMENT P

20、ART I GENERAL CONDITIONS Definitions and Interpretation 1.1 In the Subcontract (as hereinafter defined) all words and expression shall have the same meanings as are respectively assigned to them in the Main Contract (as hereinafter defined), except where the context otherwise requires and except tha

21、t the following words and expressions shall have the meanings hereby assigned to them: (a) (i) “Employer ” means the person named as such in Part II of the Conditions of Subcontract and the legal successors in title to, or assignees of, such person, as the Contractor shall notify the Subcontractor f

22、rom time to time. (ii) “Contractor ” means the person named as such in Part II of the Conditions of the Subcontract and the legal successors in title to such person, but not (except with the consent of the Subcontractor) any assignee of such person. (iii) “Subcontractor” means the person whose offer

23、 has been accepted by the Contractor and the legal successors in title to such person, but not (except with the consent of the Subcontractor) any assignee of such person. (iv) “ Engineer ” means the person appointed by the Employer to act as Engineer for the purposes of the Main Contract and named a

24、s such in Part II of the Conditions of Subcontract. (b) (i) “Main Contract” means the contract entered into between the Employer and the contractor, Particulars of Which are given in Part II of the Conditions of Subcontract. (ii) “Subcontract”means the Conditions of Subcontract (Part I and II), the

25、Subcontract Specification, the Subcontract Drawings, the Subcontract Bill of Quantities, the Subcontract s Offer, the Contracts Letter of Acceptance, the Subcontract Agreement (if completed) and such further documents as may be expressly incorporated in the Contractors Letter of Acceptance or Subcon

26、tract Agreement (if competed). (iii) “Subcontract Specification”means the specification of the Subcontract Works included in the Subcontract and any modification thereof or addition thereto made pursuant to Clause 9. (iv) “Subcontract Drawings ”means all drawings, calculations and technical informat

27、ion of a like nature under the Subcontract. (v) “Subcontract Bill of Quantities” means the priced and completed bill of quantities forming part of the Subcontractors Offer. (vi) “Subcontractors Offer ”means the Subcontractors priced offer to the Contractor for the execution and completion of the Sub

28、contract Works and the remedying of any defects therein in accordance with the provisions of the Subcontract, as accepted by the Contractors Letter of Acceptance. (vii) “Contractors Letter of Acceptance ” means the formal acceptance by the Contractor of the Subcontractors Offer. (viii) “Subcontract

29、Agreement” means the subcontract agreement (if any) referred to in Sub-Clause 3.3. (ix) “Appendix to Subcontractor s Offer ” means the appendix comprised in the form of Subcontractor s Offer annexed to the Conditions of Subcontract. (x) “Conditions of Subcontract” means Parts I and II of the FIDIC “

30、Conditions of Subcontract for Works of Civil Engineering Construction (for use in conjunction with the Conditions of Contract for Works of Civil Engineering Construction, Forth Edition 1987 Reprinted 1922 with further amendments)”, 1994, as adapted by the Contractor and the Subcontractor and forming

31、 part of the Subcontract. (xi) “Conditions of Main Contract” means Part I of the FIDIC “Conditions of Contract for Works of Civil Engineering Construction, Forth Edition 1987 Reprinted 1922 with further amendments” , and Part II such Conditions as adapted by the Employer and the Contractor, which fo

32、rm part of the Main Contract. (c) (i) “Subcontractors Commencement Date” means the time for completion of the Subcontract Works or any section thereof as stated in the Appendix to Subcontractors Offer (or as extended under Clause 7) calculated from the Subcontractors Commencement Date. (ii) “Subcont

33、ractors Time for Completion ” means the time for completion of the Subcontract Works or any Section thereof for the execution and completion of the Subcontract Works and the remedying of any defects therein in accordance with the provisions of the Subcontract. (d) “ Subcontract Price ”means the sum

34、stated in the Contractor s Letter of Acceptance as payable to the Subcontractor for the execution and completion of the Subcontract Works and the remedying of any defects therein in accordance with the provisions of the Subcontract. (e) (i) “Main Works ” means the Works as defined in the Main Contra

35、ct. (ii) “Subcontract Works” means the Works described in Part II of the Conditions of Subcontract. (iii) “Subcontractors Equipment ”means all appliances and things of whatsoever nature (other than Temporary Works) required for the execution and completion of the Subcontract Works and the remedying

36、of any defects therein, but dose not include Plant, materials or other things intended to form or forming part of the Subcontract Works. Headings and Marginal Notes 1.2 The headings and marginal notes in the Conditions of Subcontract shall not be deemed part thereof or be taken into consideration in

37、 the interpretation or construction thereof or of the Subcontract. Interpretation 1.3 Words importing persons or parties shall include firms and corporations and any organization having legal capacity. Singular and Plural 1.4 Words importing the singular only also include the plural and vice versa w

38、here the context requires. Notices, Consents, Approvals, Certificates, Confirmations and Determinations 1.5 Whatever in the Subcontract provision is made for the giving or issue of any notice, consent, approval, certificate, confirmation or determination by any person, unless otherwise specified suc

39、h notice, consent, approval, certificate, confirmation or determination shall be in writing and the words “notify” , “certify”, “confirm ”or determine” shall be construed accordingly. Any such notice, consent, approval, certificate, confirmation or determination shall not unreasonably be withheld or

40、 delayed. Instruction in Writing 1.6 Instructions given by the Contractor shall be in writing, provided that if for any reason the Contractor considers it necessary to give any such instruction orally, the Subcontractor shall comply with such instruction. Confirmation in writing of such oral instruc

41、tion given by the Contractor, whether before or after carrying out of the instruction shall be deemed to be an instruction within the meaning of this Sub Clause. Provided further that if the Subcontractor, within 7 days, confirms in writing to the Contractor any oral instruction of the Contractor an

42、d such confirmation is not contradicted in writing within 7 days by the Contractor, it shall be deemed to be an instruction of the Contractor. General ObligationsSubcontractor s General Responsibilities 2.1 The Subcontractor shall, with due care and diligence, design (to the extent provided for by t

43、he Subcontract), execute and complete the Subcontract Works and remedy any defects therein in accordance with the provisions of the Subcontract. The Subcontractor shall provide all superintendence, labor, materials, Plant, Subcontractor s Equipment and all other things, whether of a temporary or per

44、manent nature, required in and for such design, execution, completion and remedying of any defects, so far as the necessity for providing the same is specified in or is reasonably to be inferred from the Subcontract, and except as otherwise agreed in accordance with Clause 5 and set out in Part II o

45、f the Conditions of Subcontract. The Subcontractor shall give prompt notice to the Contractor of any error, omission, fault or other defect in the design of or specification for the Subcontract Works which he discovers when reviewing the Subcontract and/or the Main Contract or executing the Subcontr

46、act Works. Performance Security 2.2 If the Subcontract requires the Subcontractor to obtain security for his proper performance of the Subcontract, he shall obtain and provide to the Contractor such security in the sum stated in the Appendix to Subcontractor s Offer. Such security shall be in the fo

47、rm annexed to the Conditions of the Subcontract or in such form as may be agreed between the Contractor and the Subcontractor. The institution providing such security shall be subject to the approval of the Contractor. The cost of complying with the requirements of this Clause shall be borne by the

48、Subcontractor, unless the Subcontract otherwise provides. The performance security shall be valid until the Subcontractor has executed and completed the Subcontract Works and remedied any defects therein in accordance with the Subcontract. No claim shall be made against such security after the issue

49、 of the Defects Liability Certificate in respect of the Main Works and such security shall be returned to the Subcontractor within 28 days of the issue of the said Defect Liability Certificate. Prior to making a claim under the performance security the Contractor shall, in every case, notify the Sub

50、contractor stating the nature of the default in respect of which the claim is to be made. Programme to be Submitted by Subcontractor 2.3 The Subcontractor shall, within the time stated in Part II of the Conditions of Subcontract after the date of the Contractor s Letter of Acceptance, submit to the

51、Contractor for his consent a programme, in such form and detail as the Contractor shall reasonably prescribe, for the execution of the Subcontract Works. The Subcontractor shall, whenever required by the Contractor, also provide in writing for his information a general description of the arrangement

52、s and methods which the Subcontractor proposes to adopt for the execution of the Subcontract Works. If at any time it should appear to the Contractor that the actual progress of the Subcontract Works does not conform to the programme to which consent has been given, the Subcontractor shall produce,

53、at the request of the Contractor, a revised programme showing the modifications to such programme necessary to ensure completion of the Subcontract Works within the Subcontractors Time for Completion. Assignment of Subcontract 2.4 The Subcontractor shall not, without the prior consent of the Contrac

54、tor (which consent, notwithstanding the provisions of Sub-Clause 1.5, shall be at the sole discretion of the Contractor), assign the Subcontract or any part thereof, or any benefit or interest therein or thereunder, otherwise than by: (a) a charge in favour of the Subcontractors bankers ofany monies

55、 due or to become due under the Subcontract, or (b) assignment to the Subcontractors insurers (in cases where the insurers have discharged the Subcontractor s loss or liability) of the Subcontractor s right to obtain relief against any other party liable. Sub- sub contracting 2.5 The Subcontractor s

56、hall not subcontract the whole of the Subcontract Works, nor shall he subcontract any part of the Subcontract Works without the prior consent of the Contractor. Any such consent shall not relieve the Subcontractor from any liability or obligation under the Subcontract and the Subcontractor shall be

57、responsible for the acts, defaults and neglects of any of his subcontractors, including such subcontractors agents, servants or workmen as fully as if they were the acts, defaults or neglects of the Subcontractor, his agents, servants or workmen. Provided that the Subcontractor shall not be required

58、 to obtain such consent for: (a) the provision of labor, or (b) the purchase of materials which are in accordance with the standards specified in the Subcontract and/or the Main Contract. In the event of a subcontractor having undertaken towards the Subcontractor in respect of the work executed, or

59、the goods, materials, Plant or services supplied by such subcontractor, any continuing obligation extending for a period exceeding that of the Defects Liability Period under the Main Contract in respect of the Main Works or of the Section or Sections or part or parts thereof in which the Subcontract

60、 Works are comprised, as the case may be, the Subcontract shall at any time, after the expiration of such Period, assign to the Contractor, at the Contractors request and cost, the benefit of such obligation for the unexpired duration thereof. Subcontract Documents Language/s 3.1 Unless otherwise stated in Pa