1、CONTENTS 1 GENERAL PROVISIONS.1 1.1 DEFINITIONS.1 1.2 INTERPRETATION.6 1.3 COMMUNICATIONS.6 1.4 LAW AND LANGUAGE.7 1.5 PRIORITY OF DOCUMENTS.7 1.6 CONTRACT AGREEMENT.8 1.7 ASSIGNMENT.8 1.8 CARE AND SUPPLY OF DOCUMENTS.8 1.9 CONFIDENTIALITY.8 1.10 EMPLOYERS USE OF CONTRACTORS DOCUMENTS.9 1.11 CONTRAC2、TORS USE OF EMPLOYERS DOCUMENTS.9 1.12 CONFIDENTIAL DETAILS.10 1.13 COMPLIANCE WITH LAWS.10 1.14 JOINT AND SEVERAL LIABILITY.10 2 THE EMPLOYER.11 2.1 RIGHT OF ACCESS TO THE SITE.11 2.2 PERMITS,LICENCES OR APPROVES.11 2.3 EMPLOYERS PERSONNEL.12 2.4 EMPLOYERS FINANCIAL ARRANGEMENTS.12 2.5 EMPLOYERS CL3、AIMS.12 3 THE EMPLOYERS ADMINISTRATION.13 3.1 THE EMPLOYERS REPRESENTATIVE.13 3.2 THE EMPLOYERS PERSONNEL.14 3.3 DELEGATED PERSONS.14 3.4 INSTRUCTIONS.15 3.5 DETERMINATIONS.15 4 THE CONTRACTOR.15 4.1 THE CONTRACTORS GENERAL OBLIGATIONS.15 4.2 PERFORMANCE SECURITY.16 4.3 CONTRACTORS REPRESENTATIVE.174、 4.4SUBCONTRACTORS.18 4.5 NOMINATED SUBCONTRACTORS.18 4.6 CO-OPERATION.19 4.7 SETTING OUT.19 4.8 SAFETY PROCEDURES.20 4.9 QUALITY ASSURANCE.20 4.10 SITE DATA.20 4.11 SUFFCIENCY OF THE CONTRACT PRICE.21 4.12 UNFORESEEABLE DIFFICULTIES.21 4.13 RIGHTS OF WAY AND FACILITIES.21 4.14 AVOIDANCE OF INTERFER5、ENCE.21 4.15 ACCESS ROUTE.22 4.16 TRANSPORT OF GOODS.22 4.17 CONTRACTORS EQUIPMENT.23 4.18 PROTECTION OF THE ENVIRONMENT.23 4.19 ELECTRICITY,WATER AND GAS.23 4.20 EMPLOYERS EQUIPMENT AND FREE-ISSUE MATERIAL.24 4.21 PROGRESS REPORTS.24 4.22 SECURITY OF THE SITE.26 4.23 CONTRACTORS OPERATIONS ON SITE.6、26 4.24 FOSSILS.26 5 DESIGN.27 5.1 GENERAL DESIGN OBLIGATIONS.27 5.2 CONTRACTORS DOCUMENTS.28 5.3 CONTRACTORS UNDERTAKING.29 5.4 TECHNICAL STANDARDS AND REGULATIONS.29 5.5 TRAINING.30 5.6 AS-BUILT DOCUMENTS.30 5.7 OPERATION AND MAINTENANCE MANUALS.31 5.8 DESIGN ERROR.31 6 STAFF AND LABOUR.31 6.1 ENG7、AGEMENT OF STAFF AND LABOUR.31 6.2 RATES OF WAGES AND CONDITIONS OF LABOUR.31 6.3 PERSONS IN THE SERVICE OF EMPLOYER.32 6.4 LABOUR LAWS.32 6.5 WORKING HOURS.32 6.6 FACILITIES FOR STAFF AND LABOUR.32 6.7 HEALTH AND SAFETY.32 6.8CONTRACTORS SUPERINTENDENCE.33 6.9CONTRACTORS PERSONNEL.33 6.10 RECORDS O8、F CONTRACTORS PERSONNEL AND EQUIPMENT.34 6.11 DISORDERLY CONDUCT.34 7 PLANT,MATERIALS AND WORKMANSHIP.34 7.1 MANNER OF EXECUTION.34 7.2 SAMPLES.34 7.3 INSPECTION.35 7.4 TESTING.35 7.5 REJECTION.36 7.6 REMEDIAL WORK.37 7.7 OWNERSHIP OF PLANT AND MATERIALS.37 7.8 ROYALTIES.38 8 COMMENCEMENT,DELAYS AND9、 SUSPENSION.38 8.1 COMMENCEMENT OF WORKS.38 8.2 TIME FOR COMPLETION.38 8.3 PROGRAMME.38 8.4 EXTENSION OF TIME FOR COMPLETION.39 8.5 DELAYS CAUSED BY AUTHORITIES.40 8.6 RATE OF PROGRESS.40 8.7 DELAY DAMAGES.41 8.8 SUSPENSION OF WORK.41 8.9 CONSEQUENCES OF SUSPENSION.42 8.10 PAYMENT FOR PLANT AND MATE10、RIALS IN EVENT OF SUSPENSION.42 8.11 PROLONGED SUSPENSION.43 8.12 RESUMPTION OF WORK.43 9 TESTS ON COMPLETION.43 9.1 CONTRACTORS OBLIGATIONS.43 9.2 DELAYED TESTS.44 9.3 RETESTING.45 9.4 FAILURE TO PASS TESTS ON COMPLETION.45 10 EMPLOYERS TAKING OVER.45 10.1 TAKING OVER OF THE WORKS AND SECTIONS.45 111、0.2 TAKING OVER OF PARTS OF THE WORKS.46 10.3 INTERFERENCE WITH TESTS ON COMPLETION.46 11 DEFECTS LIABILITY.47 11.1 COMPLETION OF OUTSTANDING WORK AND REMEDYING DEFECTS.47 11.2 COST OF REMEDYING DEFECTS.48 11.3 EXTENSION OF DEFECTS NOTIFICATION PERIOD.48 11.4 FAILURE TO REMEDY DEFECTS.48 11.5 REMOVA12、L OF DEFECTIVE WORK.49 11.6 FURTHER TESTS.49 11.7 RIGHT OF ACCESS.50 11.8 CONTRACTOR TO SEARCH.50 11.9 PERFORMANCE CERTIFICATE.50 11.10 UNFULFILLED OBLIGATIONS.51 11.11 CLEARANCE OF SITE.51 12 TESTS AFTER COMPLETION.51 12.1 PROCEDURE FOR TESTS AFTER COMPLETION.51 12.2 DELAYED TESTS.52 12.3 RETESTING13、.52 12.4 FAILURE TO PASS TESTS AFTER COMPLETION.53 13 VARIATIONS AND ADJUSTMENTS.54 13.1 RIGHT TO VARY.54 13.2 VALUE ENGINEERING.54 13.3 VARIATION PROCEDURE.54 13.4 PAYMENT IN APPLICABLE CURRENCIES.55 13.5 PROVISIONAL SUMS.55 13.6 DAYWORK.56 13.7 ADJUSTMENTS FOR CHANGES IN LEGISLATION.56 13.8 ADJUST14、MENTS FOR CHANGES IN COST.57 14 CONTRACT PRICE AND PAYMENT.57 14.1 THE CONTRACT PRICE.57 14.2 ADVANCE PAYMENT.58 14.3 APPLICATION FOR INTERIM PAYMENTS.59 14.4 SCHEDULE OF PAYMENTS.60 14.5 PLANT AND MATERIALS INTENDED FOR THE WORKS.60 14.6 INTERIM PAYMENTS.61 14.7 TIMING OF PAYMENTS.61 14.8 DELAYED P15、AYMENT.62 14.9 PAYMENT OF RETENTION MONEY.62 14.10 STATEMENT AT COMPLETION.63 14.11 APPLICATION FOR FINAL PAYMENT.63 14.12 DISCHARGE.64 14.13 FINAL PAYMENT.64 14.14 CESSATION OF EMPLOYERS LIABILITY.64 14.15 CURRENCIES OF PAYMENT.65 15 TERMINATION BY EMPLOYER.66 15.1 NOTICE TO CORRECT.66 15.2 TERMINA16、TION BY EMPLOYER.66 15.3 VALUATION AT DATE OF TERMINATION.68 15.4 PAYMENT AFTER TERMINATION.68 15.5 EMPLOYERS ENTITLEMENT TO TERMINATION.68 16 SUSPENSION AND TERMINATION BY CONTRACTOR.69 16.1 CONTRACTORS ENTITLEMENT TO SUSPEND WORK.69 16.2 TERMINATION BY CONTRACTOR.69 16.3 CESSATION OF WORK AND REMO17、VAL OF CONTRACTORS EQUIPMENT.70 16.4 PAYMENT ON TERMINATION.71 17 RISK AND RESPONSIBILITY.71 17.1 INDEMNITIES.71 17.2 CONTRACTORS CARE OF THE WORKS.72 17.3 EMPLOYERS RISKS.73 17.4 CONSEQUENCE OF EMPLOYERS RISKS.73 17.5 INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS.74 17.6 LIMITATION OF LIABILITY.75 1818、 INSURANCE.75 18.1 GENERAL REQUIREMENTS FOR INSURANCES.75 18.2 INSURANCE FOR WORKS AND CONTRACTORS EQUIPMENT.77 18.3 INSURANCE AGAINST INJURY TO PERSONS AND DAMAGE TO PROPERTY.79 18.4 INSURANCE FOR CONTRACTORS PERSONNEL.80 19 FORCE MAJEURE.80 19.1 DEFINITION OF FORCE MAJEURE.80 19.2 NOTICE OF FORCE 19、MAJEURE.81 19.3 DUTY TO MINIMISE DELAY.81 19.4 CONSEQUENCES OF FORCE MAJEURE.82 19.5 FORCE MAJEURE AFFECTING SUBCONTRACTOR.82 19.6 OPTIONAL TERMINATION,PAYMENT AND RELEASE.82 19.7 RELEASE FROM PERFORMANCE UNDER THE LAW.83 20 CLAIMS,DISPUTES AND ARBITRATION.84 20.1 CONTRACTORS CLAIMS.84 20.2 APPOINTM20、ENT OF THE DISPUTE ADJUDICATION BOARD.86 20.3 FAILURE TO AGREEMENT DISPUTE ADJUDICATION BOARD.87 20.4 OBTAINING DISPUTE ADJUDICATION BOARDS DECISION.87 20.5 AMICABLE SETTLEMENT.89 20.6 ARBITRATION.89 20.7 FAILURE TO COMPLY WITH DISPUTE ADJUDICATION BOARDS DECISION.90 20.8 EXPIRY OF DISPUTE ADJUDICAT21、ION BOARDS APPOINTMENT.90 1 General Provisions 1.1 Definitions In the Conditions of Contract(“these Conditions”),which include Particular Conditions and these General Conditions,the following words and expressions shall have the meaning stated.Words indicating persons or parties include corporation 22、and other legal entities,except where the context requires otherwise.1.1.1 The Contract 1.1.1.1“Contract”means the Contract Agreement,these Conditions,the Employers Requirement,the Tender,and further document(if any)which are listed in the Contract Agreement.1.1.1.2“Contract Agreement”means the cont23、ract agreement referred to in Sub-Clause 1.6 Contract Agreement,including any annexed memoranda.1.1.1.3“Employers requirements”means the document entitled employers requirements,as included in the Contract,and any additions and modifications to such document in accordance with the Contract.Such docu24、ment specifies the purpose,scope,and/or design and/or other technical criteria,for the Works.1.1.1.4“Tender”means the Contractors signed offer for the Works and all other documents which the Contractor submitted therewith(other than these Conditions and Employers Requirements,if so submitted),as inc25、luded in the Contract.1.1.1.5“Performance Guarantees”and“Schedule of payments”mean the documents so named(if any),as included in the Contract.1.1.2 Parties and Persons 1.1.2.1“Party”means the Employer or the Contractor,as the context requires.1.1.2.2“Employer”means the person named as employer in th26、e Contract Agreement and the legal successors in title to this person.1 1.1.2.3“Contractor”means the person(s)named as contractor in the Contract Agreement and the legal successors in title to this person(s).1.1.2.4“Employers Representative”means the person named by the Employer in the Contract or a27、ppointed from time to time by the Employer under Sub-Clause 3.1 the Employers Representative,who acts on behalf of the Employer.1.1.2.5“Contractors Representative”means the person named by the Contractor in the Contract or appointed from time to time by the Contractor Sub-Clause 4.3 the Contractors 28、Representative,who acts on behalf of the Contractor.1.1.2.6“Employers Personnel”means the Employers Representative,the assistants referred to in Sub-Clause 3.2 Other Employers Personnel and all other staff,labour and other employees of the Employer and of the Employers Representative;and any other p29、ersonnel notified to the Contractor,by the Employer or the Employers Representative,as Employers Personnel.1.1.2.7“Contractors Personnel”means the Contractors Representative and all personnel whom the Contractor utilizes on Site,who may include the staff,labour and other employees of the Contractor 30、and of each Subcontractor,and any other personnel assisting the Contractor in the execution of the works.1.1.2.8“Subcontractor”means any person named in the Contract as a subcontractor,or any person appointed as a subcontractor,for a part of the Works;and the legal successors in title to each of the31、se persons.1.1.2.9“DAB”means the person or three persons so named in the Contract,or other person(s)appointed under Sub-Clause 20.2 Appointment of the Dispute Adjudication Board or Sub-Clause 20.3 Failure to Agree Dispute Adjudication Board.1.1.2.10“FIDIC”means the Federation International des Ingen32、ieurs-Conseils,the international federation of consulting 2 engineers.1.1.3 Dates,Test,Periods and Completion 1.1.3.1“Base Date”means the date 28 days prior to the latest date for submission of the Tender.1.1.3.2“Commencement Date”means the date notified under Sub-Clause 8.1 Commencement of Works,un33、less otherwise defined in the Contract Agreement.1.1.3.3“Time for Completion”means the time for completing the Works or a Section(as the case may be)under Sub-Clause 8.2 Time for Completion,as stated in the Particular Conditions(with any extension under Sub-Clause 8.4 Execution of Time for Completio34、n),calculated from the Commencement Date.1.1.3.4“Tests on Completion”means the tests which are specified in the Contract or agreed by both Parties or instructed as a Variation,and which are carried out under Clause 9 Tests on Completion before the works or a Section(as the case may be)are taken over35、 by the Employer.1.1.3.5“Taking-Over Certificate”means a certificate issued under Clause 10 Employers Taking Over.1.1.3.6“Tests after Completion”means the tests(if any)are specified in the Contract and which are carried out under Clause 12 Tests after Completion after the works or a Section(as the c36、ase may be)are taken over by the Employer.1.1.3.7“Defects Notification Period”means the period for notifying defects in the Works or a Section(as the case may be)under Sub-Clause 11.1 Completion of Understanding Works and Remedying Defects,as stated in the Particular Conditions(with any extension un37、der Sub-Clause 11.3 Extension of Defects Notification Period),calculated from the date on which the Works or Section is competed as certified under Sub-Clause 10.1 Taking Over of the Works and Sections.If no such period is stated in the Particular Conditions,the period shall be one year.3 1.1.3.8“Pe38、rformance Certificate”means the certificate issued under Sub-Clause 11.9 Performance Certificate.1.1.3.9“day”means a calendar day and“year”means 365 days.1.1.4 Money and Payments 1.1.4.1“Contract Price”means the agreed amount stated in the Contract Agreement for the design,execution and completion o39、f the Works and the remedying of any defects,and includes adjustment(if any)in accordance with the contract.1.1.4.2“Cost”means all expenditure reasonably incurred(or to be incurred)by the Contractor,whether on or off the Site,including overhead and similar charges,but does not include profit.1.1.4.340、“Final Statement”means the statement defined in Sub-Clause 14.11Application for Final Payment.1.1.4.4“Foreign Currency”means a currency in which part(or all)of the Contract Price is payable,but not the Local Currency.1.1.4.5“Local Currency”means the currency of the Country.1.1.4.6“Provisional Sum”me41、ans a sum(if any)which is specified in the Contract as a provisional sum,for the execution of any part of the Works or for the supply of Plant,Material or services under Sub-Clause 13.5 Provisional Sums.1.1.4.7“Retention Money”means the accumulated retention moneys which the Employer retains under S42、ub-Clause 14.3 Application for Interim Payments and pays under Sub-Clause 14.9 Payment of Retention Money.1.1.4.8“Statement”means a statement submitted by the Contractor as part of an application for payment under Clause 14 Contract Price and Payment.1.1.5 Works and Goods 1.1.5.1“Contractors Equipme43、nt”means all apparatus,machinery,vehicles and other things required for the execution and completion of the Works and remedying of any defects.However,Contractors Equipment excludes Temporary Works,4 Employers Equipment(if any),Plant,Materials and any other things intended to form or forming part of44、 the Permanent Works.1.1.5.2“Goods”means Contractors Equipment,Materials,Plant and Temporary Works,or any of them as appropriate.1.1.5.3“Materials”means things of all kinds(other than Plant)intended to form or forming part of the Permanent Works,including the supply-only materials(if any)to be suppl45、ied by the Contractor under the Contract.1.1.5.4“Permanent Works”means the permanent works to be designed and executed by the Contractor under the Contract.1.1.5.5“Plant“means the apparatus,machinery and vehicles intended to form or forming part of the Permanent Works.1.1.5.6“Section”means a part of46、 the Works specified in the Particular Conditions as a Section(if any).1.1.5.7“Temporary Works”means all temporary works of every kind(other than Contractors Equipment)required on Site for the execution and completion of the Permanent Works and the remedying of any defects.1.1.5.8“Works”means the Pe47、rmanent Works and the Temporary Works,or either of them as appropriate.1.1.6 Other Definitions 1.1.6.1“Contractors Documents”means the calculations,computer programs and other software,drawings,manuals,models and other documents of a technical nature supplied by the Contractor under the Contract;as 48、described in Sub-Clause 5.2 Contractors Documents.1.1.6.2“Country”means the country in which the Site(or most of it)is located,where the Permanent Works are to be executed.1.1.6.3“Employers Equipment”means the apparatus,machinery and vehicles(if any)made available by the Employer for the use of the 49、Contractor in the execution of the Works,as stated in the Employers Requirements;but does not include Plant which has not been taken over by the Employer.5 1.1.6.4“Fore Majeure”is defined in Clause 19 Fore Majeure.1.1.6.5“Laws”means all national(or state)legislation,statutes,ordinances and other law50、s,and regulations and by-laws of any legally constituted public authority.1.1.6.6“Performance Security”means the security(or securities,if any)under Sub-Clause 4.2 Performance Security.1.1.6.7“Site”means the places where the Permanent Works are to be executed and to which Plant and Materials are to 51、be delivered,and any other places as may be specified in the Contract as forming part of the Site.1.1.6.8“Variation”means any change to the Employers Requirements or the Works,which is instructed or approved as a variation under Clause 13 Variation and Adjustment.1.2 Interpretation In the Contract,e52、xcept where the context requires otherwise:(a)Words indicating one gender include all genders;(b)Words indicating the singular also include the plural and words indicating the plural and words indicating the plural also include the singular.(c)Provisions including the word“agree”,”agreed”or“agreemen53、t”require the agreement to be recorded in writing,and(d)“written”or“in writing”means hand-written,type-written,printed or electronically made,and resulting in a permanent record.The marginal words and other headings shall not be taken into consideration in the interpretation of these Conditions.1.3 54、Communications Wherever these Conditions provide for the giving or issuing of approvals,certificates,consents,determinations,notices and requests,these communications shall be:(a)in writing and delivered by hand(against receipt),sent by mail or courier,or transmitted using any of agreed systems of 655、 electronic transmission as stated in the Particular Conditions;and(b)delivered,sent or transmitted to the address for the recipients communications as stated in the Contract.However:(i)if the recipient gives notice of another address,communications shall thereafter be delivered accordingly;and(ii)i56、f the recipient has not stated otherwise when requesting an approval or consent,it may be sent to the address from which the request was issued.Approval,certificates,consents and determinations shall not be unreasonably withheld or delayed.1.4 Law and Language The Contract shall be governed by the l57、aw of the country(or other jurisdiction)stated in the Particular Conditions.If there are versions of any part of the Contract which are written in more than one language,the version which is in the ruling language stated in the Particular Conditions shall prevail.The language for communications shal58、l be that stated in the Particular Conditions.If no language is stated there,the language for communications shall be the language in which the Contract(or most of it)is written.1.5 Priority of Document The documents forming the Contract are to be taken as mutually explanatory of one another.For the59、 purposes of interpretation,the priority of the documents shall be in accordance with the following sequence:(a)the Contract Agreement;(b)the Particular Conditions;(c)these General Conditions;(d)the Employers Requirements;(e)the Tender and other documents forming part of the Contract.7 1.6 Contract 60、Agreement The Contract shall come into full force and effect on the date stated in the Contract Agreement.The costs of stamp duties and similar charges(if any)imposed by law in connection with entry into the Contract Agreement shall be borne by the Employer.1.7 Assignment Neither Party shall assign 61、the whole or any part of the Contract or any benefit or interest in or under the Contract.However,either Party:(a)may assign the whole or any part with the prior agreement of the other Party,at the sole discretion of such other Party,and(b)may,as security in favor of a bank or financial institution,62、assign its right to any moneys due,or to become due,under the Contract.1.8 Care and Supply of Document Each of the Contractors Documents shall be in the custody and care of the Contractor,unless and until taken over by the Employer.Unless otherwise stated in the Contract,the Contractor shall supply 63、to the Employer six copies of each of the Contractors Documents.The Contractor shall keep,on the Site,a copy of the Contract,publications named in the Employers requirements,the Contractors Documents,and Variations and other communications given under the Contract.The Employers Personnel shall have 64、the right of access to all these documents at all reasonable times.If a Party becomes aware of an error or defect of a technical nature in a document which was prepared for use in executing the Works,the Party shall promptly give notice to the other Party of such error or defect.1.9 Confidentiality 65、Both Parties shall treat the details of the Contract as private and confidential,except to the extent necessary to carry out obligations under it or to comply with applicable Laws.The Contractor shall not publish,permit to be punished,or disclose any particulars of the Works in any trade or technica66、l paper or elsewhere without the previous agreement of the Employer.8 1.10 Employers Use of Contractors Documents As between the Parties,the Contractor shall retain the copyright and other intellectual property rights in the Contractors Documents and other design documents made by(or on behalf of)th67、e Contractor.The Contractor shall be deemed(by signing the Contract)to give to the Employer a non-terminable transferable non-exclusive royalty-free licence to copy,use and communicate the Contractors Documents,including making and using modifications of them.This licence shall:(a)apply throughout t68、he actual or intended working life(whichever is longer)of the relevant parts of the Works,(b)entitle any person in proper possession of the relevant part of the Works to copy,use and communicate the Contractors Documents for the purposes of completing,operating,maintaining,altering,adjusting,repairi69、ng and demolishing the Works,and(c)in the case of Contractors Documents which are in the form of computer programs and other software,permit their use on any computer on the Site and other places as envisaged by the Contract,including replacements of any computers supplied by the Contractor.The Cont70、ractors Documents and other design documents made by(or on behalf of)the Contractor shall not,without the Contractors consent,be used,copied or communicated to a third party by(or on behalf of)the Employer for purposes other than those permitted under this Sub-Clause.1.11 Contractors Use of Employer71、s Documents As between the Parties,the Employer shall retain the copyright and other intellectual property rights in the Employers Requirements and other documents made by(or on behalf of)the Employer.The Contractor may,at his cost,copy,use,and obtain communication of these documents for the purpose72、s of the Contract.They shall not,without the Employers consent,be copied,used or communicated to a third party by the Contractor,except as necessary for the purposes of the Contract.9 1.12 Confidential Details The Contractor shall not be required to disclose,to the Employer,any information which the73、 Contractor described in the Tender as being confidential.The Contractor shall disclose any other information which the Employer may reasonably require in order to verify the Contractors compliance with the Contract.1.13 Compliance with Laws The Contractor shall,in performing the Contract,comply wit74、h applicable Laws.Unless otherwise stated in the Particular Conditions:(a)the Employer shall have obtained(or shall obtain)the planning,zoning or similar permission for the Permanent Works,and any other permissions described in the Employers Requirements as having been(or being)obtained by the Emplo75、yer;and the Employer shall indemnify and hold the Contractor harmless against and from the consequences of any failure to do so;and(b)the Contractor shall give all notices,pay all taxes,duties and fees,and obtain all permits,licences and approvals,as required by the Laws in relation to the design,ex76、ecution and completion of the Works and remedying of any defects;and the Contractor shall indemnify and hold the Employer harmless against and from the consequences of any failure to do so.1.14 Joint and Several Liability If the Contractor constitutes(under applicable Laws)a joint venture,consortium77、 or other unincorporated grouping of two or more persons:(a)these persons shall be deemed to be jointly and severally liable to the Employer for the performance of the Contract;(b)these persons shall notify the Employer of their leader who shall have authority to bind the Contractor and each of thes78、e persons;and(c)the Contractor shall not alter its composition or legal status without the prior consent of the Employer.10 2 The Employer 2.1 Right of Access to the Site The Employer shall give the Contractor right of access to,and possession of,all parts of the Site within the time(or times)stated79、 in the Particular Conditions.The right and possession may not be exclusive to the Contractor.If,under the Contract,the Employer is required to give(to the Contractor)possession of any foundation,structure,plant or means of access,the Employer shall do so in the time and manner stated in the Employe80、rs Requirements.However,the Employer may withhold any such right or possession until the Performance Security has been received.If no such time is stated in the Particular Conditions,the Employer shall give the Contractor right of access to,and possession of,the Site with effect from the Commencemen81、t Date.If the Contractor suffers delay and/or incurs Cost as a result of a failure by the Employer to give any such right or possession within such time,the Contractor shall give notice to the Employer and shall be entitled subject to Sub-Clause 20.1 Contractors Claims to:(a)an extension of time for82、 any such delay,if completion is or will be delayed,under Sub-Clause 8.4 Extension of Time for Completion,and(b)payment of any such Cost plus reasonable profit,which shall be added to the Contract Price.After receiving this notice,the Employer shall proceed in accordance with Sub-Clause 3.5 Determin83、ations to agree or determine these matters.However,if and to the extent that the Employers failure was caused by any error or delay by the Contractor,including an error in,or delay in the submission of,any of the Contractors Documents,the Contractor shall not be entitled to such extension of time,Co84、st or profit.2.2 Permits,Licences or Approves The Employer shall(where he is in a position to do so)provide reasonable assistance to the Contractor at the request of the 11 Contractor:(a)by obtaining copies of the Laws of the Country which are relevant to the Contract but are not readily available,a85、nd(b)for the Contractors applications for any permits,licences or approvals required by the Laws of the Country:(i)which the Contractor is required to obtain under Sub-Clause 1.13 Compliance with Laws,(ii)for the delivery of Goods,including clearance through customs,and(iii)for the export of Contrac86、tors Equipment when it is removed from the Site.2.3 Employers personnel The Employer shall be responsible for ensuring that the Employers Personnel and the Employers other contractors on the Site:(a)co-operate with the Contractors efforts under Sub-Clause 4.6 Co-operation,and(b)take actions similar 87、to those which the Contractor is required to take under sub-paragraphs(a),(b)and(c)of Sub-Clause 4.8 Safety Procedures and under Sub-Clause 4.18 protection of the Environment.2.4 Employers Financial Arrangements The Employer shall submit,within 28 days after receiving any request from the Contractor88、,reasonable evidence that financial arrangements have been made and are being maintained which will enable the Employer to pay the Contract Price(as estimated at that time)in accordance with Clause 14 Contract Price and Payment.If the Employer intends to make any material change to his financial arr89、angements,the Employer shall give notice to the Contractor with detailed particulars.2.5 Employers Claims If the Employer considers himself to be entitled to any payment under any Clause of these Conditions or otherwise in connection with the Contract,and/or to any extension of the Defects Notificat90、ion Period,he 12 shall give notice and particulars to the Contractor.However,notice is not required for payments due under Sub-Clause 4.19 Electricity,Water and Gas,under Sub-Clause 4.20 Employers Equipment and Free-Issue Material,or for other services requested by the Contractor.The notice shall be91、 given as soon as practicable after the Employer became aware of the event or circumstances giving rise to the claim.A notice relating to any extension of the Defects Notification Period shall be given before the expiry of such period.The particulars shall specify the Clause or other basis of the cl92、aim,and shall include substantiation of the amount and/or extension to which the Employer considers himself to be entitled in connection with the Contract.The employer shall then proceed in accordance with Sub-Clause 3.5 Determinations to agree or determine()the amount(if any)which the Employer is e93、ntitled to be paid by the Contractor,and/or()the extension(if any)of the Defects Notification Period in accordance with Sub-Clause 11.3 Extension of the Defects Notification Period.The Employer may deduct this amount from any moneys due,or to become due,to the Contractor.The Employer shall only be e94、ntitled to set off against or make any deduction from an amount due to the Contractor,or to otherwise claim against the Contractor,in accordance with this Sub-Clause or with sub-paragraph(a)and/or(b)of Sub-Clause 14.6 Interim Payments.3 The Employers Administration 3.1 The Employers Representative T95、he Employer may appoint an Employers Representative to act on his behalf under the Contract.In this event,he shall give notice to the Contractor of the name,address,duties and authority of the Employers Representative.The Employers Representative.Shall carry out the duties assigned to him,and shall 96、exercise the authority delegated to him,by the Employer.Unless and until the Employer notifies the Contractor otherwise,the Employers Representative shall be deemed to have the full authority of the Employer under the Contract,except in respect of Clause 15 Determination by Employer.13 If the Employ97、er wishes to replace any person appointed as Employers Representative,the Employer shall give the Contractor not less than 14 days notice of the replacements name,address,duties and authority,and of the date of appointment.3.2 The Employers personnel The Employer or the Employers Representative may 98、from time to time assign duties and delegate authority to assistants,and may also revoke such assignment or delegation.These assistants may include a resident engineer,and/or independent inspectors appointed to inspect and/or test items of Plant and/or Materials.The assignment,delegation or revocati99、on shall not take effect until a copy of it has been received by the Contractor.Assistant shall be suitably qualified persons,who are competent to carry out these duties and exercise this authority,and who are fluent in the language for communications defined in Sub-Clause 1.4Law and Language.3.3 De100、legated Persons All these persons,including the Employers Representative and assistants,to whom duties have been assigned or authority has been delegated,shall only be authorised to issue instructions to the Contractor to the extent defined by the delegation.Any approval,check,certificate,consent,ex101、amination,inspection,instruction,notice,proposal,request,test,or similar act by a delegated person,in accordance with the delegation,shall have the same effect as though the act had been an act of the Employer.However:(a)unless otherwise stated in the delegated persons communication relating to such102、 act,it shall not relieve the Contractor from any responsibility he has under the Contract,including responsibility for errors,omissions,discrepancies and non-compliances;(b)any failure to disapprove any work,Plant or Materials shall not constitute approval and shall therefore not prejudice the righ103、t of the Employer to reject the work,Plant or Materials;and(c)if the Contractor questions any determination or instruction of a delegated person,the Contractor may refer the matter to the 14 Employer,who shall promptly confirm,reverse or vary the determination or instruction.3.4 Instructions The Emp104、loyer may issue to the Contractor instructions which may be necessary for the Contractor to perform his obligations under the Contract.Each instruction shall be given in writing and shall state the obligations to which it relates and the Sub-Clause(or other term of the Contract)in which the obligati105、ons are specified.If any such instruction constitutes a variation,Clause 13 Variations and Adjustments shall apply.The Contractor shall take instructions from the Employer,or from the Employers Representative or an assistant to whom the appropriate authority has been delegated under this Clause.3.5 106、Determinations Whenever these Conditions provide that the Employer shall proceed in accordance with this Sub-Clause 3.5 to agree or determine any matter,the Employer shall consult with the Contractor in an endeavour to reach agreement.If agreement is not achieved,the Employer shall make a fair deter107、mination in accordance with the Contract,taking due regard of all relevant circumstances.The Employer shall give notice to the Contractor of each agreement or determination,with supporting particulars.Each Party shall give effect to each agreement or determination,unless the Contractor gives notice,108、to the Employer,of his dissatisfaction with a determination within 14 days of receiving it.Either Party may then refer the dispute to the DAB in accordance with Sub-Clause 20.4 Obtaining Dispute Adjudication Boards Decision.4 The Contractor 4.1 The Contractors General Obligations The Contractor shal109、l design,execute and complete the Works in accordance with the Contract,and shall remedy any defects in the Works.When completed,the Works shall be fit for the purposes for which the Works are intended as defined in the Contract.15 The Contractor shall provide the Plant and Contractors Documents spe110、cified in the Contract,and all contractors Personnel,Goods,consumables and other things and services,whether of a temporary or permanent nature,required in and for this design,execution,completion and remedying of defects.The Works shall include any work which is necessary to satisfy the Employers R111、equirements,or is implied by the Contract,and all works which(although not mentioned in the Contract)are necessary for stability or for the completion,or safe and proper operation,of the Works.The Contractor shall be responsible for the adequacy,stability and safety of all Site operations,of all met112、hods of construction and of all the Works.The Contractor shall,whenever required by the Employer,submit details of the arrangements and methods which the Contractor proposes to adopt for the execution of the Works.No significant alteration to these arrangements and methods shall be made without this113、 having previously been notified to the Employer.4.2 Performance security The Contractor shall obtain(at his cost)a Performance Security for proper performance,in the amount and currencies stated in the Particular Conditions if an amount is not stated in the Particular Conditions,this Sub-Clause sha114、ll not apply.The Contractor shall deliver the Performance Security to the Employer within 28 days after both Parties have signed the Contract Agreement.The Performance Security shall be issued by an entity and from within a country(or other jurisdiction)approved by the Employer,and shall be in the f115、orm annexed to the Particular Conditions or in another form approved by the Employer.The Contractor shall ensure that the Performance Security is valid and enforceable until the Contractor has executed and completed the Works and remedied any defects.If the terms of the Performance Security specify 116、its expiry date,and the Contractor has not become entitled to receive the Performance Certificate by the date 28 days prior to the expiry date,the Contractor shall extend the validity of the Performance 16 Security until the Works have been completed and any defects have been remedied.The Employer s117、hall not make a claim under the Performance Security,except for amounts to which the Employer is entitled under the Contract in the event of:(a)failure by the Contractor to extend the validity of the Performance Security as described in the preceding paragraph,in which event the Employer may claim t118、he full amount of the Performance Security,(b)failure by the Contractor to pay the Employer an amount due,as either agreed by the Contractor or determined under Sub-clause 2.5 Employers Claims or Clause 20 Claims,Disputes and Arbitration,within 42 days after this agreement or determination,(c)failur119、e by the Contractor to remedy a default within 42 days after receiving the Employers notice requiring the default to be remedied,or(d)circumstances which entitle the Employer to termination under Sub-Clause 15.2 Termination by Employer,irrespective of whether notice of termination has been given.The120、 Employer shall indemnify and hold the Contractor harmless against and from all damages,losses and expenses(including legal fees and expenses)resulting from a claim under the Performance Security to the extent to which the Employer was not entitled to make the claim.The Employer shall return the Per121、formance Security to the Contractor within 21 days after the Contractor has become entitled to receive the Performance Certificate.4.3 Contractors Representative The Contractor shall appoint the Contractors Representative and shall give him all authority necessary to act on the Contractors behalf un122、der the Contract.Unless the Contractors Representative is named in the Contract,the Contractor shall,prior to the Commencement Date,submit to the Employer for consent the name and particulars of the person the 17 Contractor proposes to appoint as Contractors Representative.If consent is withheld or 123、subsequently revoked,or if the appointed person fails to act as Contractors Representative,the Contractor shall similarly submit the name and particulars of another suitable person for such appointment.The Contractor shall not,without the prior consent of the Employer,revoke the appointment of the C124、ontractors Representative or appoint a replacement.The Contractors Representative shall,on behalf of the Contractor,receive instructions under Sub-Clause 3.4 Instructions.The Contractors Representative may delegate any powers,functions and authority to any competent person,and may at any time revoke125、 the delegation.Any delegation or revocation shall not take effect until the Employer has received prior notice signed by the Contractors Representative,naming the person and specifying the powers,functions and authority being delegated or revoked.The Contractors Representative and all these persons126、 shall be fluent in the language for communications defined in Sub-Clause 1.4 Law and Language.4.4 Subcontractors The Contractor shall not subcontract the whole of the Works.The Contractor shall be responsible for the acts or defaults of any Subcontractor,his agents or employees,as if they were the 127、acts or defaults of the Contractor.Where specified in the Particular Conditions,the Contractor shall give the Employer not less than 28 days notice of:(a)the intended appointment of the Subcontractor,with detailed particulars which shall include his relevant experience,(b)the intended commencement o128、f the Subcontractors work,and(c)the intended commencement of the Subcontractors work on the Site.4.5 Nominated Subcontractors In this Sub-Clause,“nominated Subcontractor”means a Subcontractor whom the Employer,under Clause 13 Variations and Adjustments,18 instructs the Contractor to employ as a Subc129、ontractor.The Contractor shall not be under any obligation to employ a nominated Subcontractor against whom the Contractor raises reasonable objection by notice to the Employer as soon as practicable,with supporting particulars.4.6 Co-operation The Contractor shall,as specified in the Contract or as130、 instructed by the Employer,allow appropriate opportunities for carrying out work to:(a)the Employers personnel,(b)any other contractors employed by the Employer,and(c)the personnel of any legally constituted public authorities,who may be employed in the execution on or near the Site of any work not131、 included in the Contract.Any such instruction shall constitute a variation if and to the extent that it causes the Contractor to incur Cost in an amount which was not reasonably foreseeable by an experienced contractor by the date for submission of the Tender.Services for these personnel and other 132、contractors may include the use of Contractors Equipment,Temporary Works or access arrangements which are the responsibility of the Contractor.The Contractor shall be responsible for his construction activities on the Site,and shall co-ordinate his own activities with those of other contractors to t133、he extent(if any)specified in the Employers Requirements.If,under the Contract,the Employer is required to give to the Contractor possession of any foundation,structure,plant or means of access in accordance with Contractors Documents,the Contractor shall submit such documents to the Employer in the134、 time and manner stated in the Employers Requirements.4.7 Setting out The Contractor shall set out the Works in relation to original points,lines and levels of reference specified in the Contract.The Contractor shall be responsible for the correct positioning of all parts of the works,and shall rect135、ify any error in the positions,levels,dimensions or alignment of the Works.19 4.8 Safety procedures The Contractor shall:(a)comply with all applicable safety regulations,(b)take care for the safety of all persons entitled to be on the Site,(c)use reasonable efforts to keep the Site and Works clear o136、f unnecessary obstruction so as to avoid danger to these persons,(d)providing fencing,lighting,guarding and watching of the Works until completion and taking over under Clause 10 Employers Taking Over,and(e)provide any Temporary Works(including roadways,footways,guards and fences)which may be necess137、ary,because of the execution of the Works,for the use and protection of the pubic and of owners and occupiers of adjacent land.4.9 Quality Assurance The Contractor shall institute a quality assurance system to demonstrate compliance with the requirements of the Contract.The system shall be in accord138、ance with the details stated in the Contract.The Employer shall be entitled to audit any aspect of the system.Details of all procedures and compliance documents shall be submitted to the Employer for information before each design and execution stage is commenced.When any document of a technical nat139、ure is issued to the Employer,evidence of the prior approval by the Contractor himself shall be apparent on the document itself.Compliance with the quality assurance system shall not relieve the Contractor of any of his duties,obligations or responsibilities under the Contract.4.10 Site Data The Emp140、loyer shall have made available to the Contractor for his information,prior to the Base Date,all relevant data in the Employers possession on subsurface and hydrological conditions at the Site,including environmental aspects.The Employer shall similarly make available to the Contractor all such data141、 which come into the Employers 20 possession after the Base Date.The contractor shall be responsible for verifying and interpreting all such data.The Employer shall have no responsibility for the accuracy or completeness of such data,except as stated in Sub-Clause 5.1 General Design Responsibilities142、.4.11 Sufficiency of the Contract Price The Contractor shall be deemed to have satisfied himself as to the correctness and sufficiency of the Contract Price.Unless otherwise stated in the Contract,the Contract price covers all the Contractors obligations under the Contract(including those under Prov143、isional Sums,if any)and all things necessary for the proper design,execution and completion of the Works and the remedying of any defects.4.12 Unforeseeable Difficulties Except as otherwise stated in the Contract:(a)the Contractor shall be deemed to have obtained all necessary information as to risk144、s,contingencies and other circumstances which may influence or affect the Works;(b)by signing the Contract,the Contractor accepts total responsibility for having foreseen all difficulties and costs of successfully completing the Works;and(c)the Contract Price shall not be adjusted to take account of145、 any unforeseen difficulties or costs.4.13 Rights of way and Facilities The Contractor shall bear all costs and charges for special and/or temporary rights-of-way which he may require,including those for access to the Site.The Contractor shall also obtain,at his risk and cost,any additional faciliti146、es outside the Site which he may require for purposes of the Works.4.14 Avoidance of Interference The Contractor shall not interfere unnecessarily or improperly with:(a)the convenience of the public,or 21 (b)the access to and use and occupation of all roads and footpaths,irrespective of whether they147、 are public or in the possession of the Employer or of others.The Contractor shall indemnify and hold the Employer harmless against and from all damages,losses and expenses(including legal fees and expenses)resulting from any such unnecessary or improper interference.4.15 Access Route The Contractor148、 shall be deemed to have been satisfied as to the suitability and availability of access routes to the Site.The Contractor shall use reasonable efforts to prevent any road or bridge from being damaged by the Contractors traffic or by the Contractors Personnel.These efforts shall include the proper u149、se of appropriate vehicles and routes.Except as otherwise stated in these Conditions:(a)the Contractor shall(as between the Parties)be responsible for any maintenance which may be required for his use of access routes;(b)the Contractor shall provide all necessary signs or directions along access rou150、tes,and shall obtain any permission which may be required from the relevant authorities for his use of routs,signs and directions;(c)the Employer shall not be responsible for any claims which may arise from the use or otherwise of any access route,(d)the Employer does not guarantee the suitability o151、r availability of particular access routes,and(e)Costs due to non-suitability or non-availability,for the use required by the Contractor,of access routes shall be borne by the Contractor.4.16 Transport of Goods Unless otherwise stated in the Particular Conditions.(a)the Contractor shall give the Emp152、loyer not less than 21 days notice of the date on which any Plant or a major item of other 22 Goods will be delivered to the Site;(b)the Contractor shall be responsible for packing,loading,transporting,receiving,unloading,storing and protecting all Goods and other things required for the Works;and(c153、)the Contractor shall indemnify and hold the Employer harmless against and from all damages,losses and expenses(including legal fees and expenses)resulting from the transport of Goods,and shall negotiate and pay all claims arising from their transport.4.17 Contractors Equipment The Contractor shall 154、be responsible for all Contractors Equipment.When brought on to the Site,Contractors Equipment shall be deemed to be exclusively intended for the execution of the Works.4.18 Protection of the Environment The Contractor shall take all reasonable steps to protect the environment(both on and off the Si155、te)and to limit damage and nuisance to people and property resulting from pollution,noise and other results of his operations.The Contractor shall ensure that emissions,surface discharges and effluent from the Contractors activities shall not exceed the values indicated in the Employers Requirements156、,and shall not exceed the values prescribed by applicable Laws.4.19 Electricity,Water and Gas The Contractor shall,except as stated below,be responsible for the provision of all power,water and other services he may require.The Contractor shall be entitled to use for the purposes of the Works such s157、upplies of electricity,water,gas and other services as may be available on the Site and of which details and prices are given in the Employers Requirements.The Contractor shall,at his risk and cost,provide any apparatus necessary for his use of these services and for measuring the quantities consume158、d.The quantities consumed and the amounts due(at these prices)for such services shall be agreed or determined in accordance with Sub-Clause 2.5 Employers Claims and Sub-Clause 3.5 23 Determinations.The Contractor shall pay these amounts to the Employer.4.20 Employers Equipment and Free-Issue Materia159、l The Employer shall make the Employers Equipment(if any)available for the use of the Contractor in the execution of the Works in accordance with the details,arrangements and prices stated in the Employers Requirements.Unless otherwise stated in the Employers Requirements:(a)the Employer shall be re160、sponsible for the Employers Equipment,except that(b)the Contractor shall be responsible for each item of Employers Equipment whilst any of the Contractors Personnel is operating it,driving it,directing it or in possession or control of it.The appropriate quantities and the amounts due(at such stated161、 price)for the use of Employers Equipment shall be agreed or determined in accordance with Sub-Clause 2.5 Employers Claims and Sub-Clause 3.5 Determinations.The Contractor shall pay these amounts to the Employer.The Employer shall supply,free of charge,the“free-issue material”(if any)in accordance w162、ith the details stated in the Employers Requirement.The Employer shall,at his risk and cost,provide these materials at the time and place specified in the contractor.The Contractor shall then visually inspect them,and shall promptly give notice to the Employer of any shortage,defect or default in th163、ese materials.Unless otherwise agreed by both Parties,the Employer shall immediately rectify the notified shortage,defect or default.After this visual inspection,the free-issue materials shall come under the care,custody and control of the Contractor.The Contractors obligations of inspection,care,cu164、stody and control shall not relieve the Employer of liability for any shortage,defect or default not apparent from a visual inspection.4.21 Progress Reports Unless otherwise stated in the Particular Conditions,monthly progress 24 reports shall be prepared by the Contractor and submitted to the Emplo165、yer in six copies.The first report shall cover the period up to the end of the first calendar month following the Commencement Date.Reports shall be submitted monthly thereafter,each within 7 days after the last day of the period to which it relates.Reporting shall continue until the Contractor has 166、completed all work which is known to be outstanding at the completion date stated in the Taking-Over Certificate for the Works.Each report shall include:(a)charts and detailed descriptions of progress,including each stage of design,Contractors Documents,procurement,manufacture,delivery to Site,const167、ruction,erection,testing,commissioning and trial operation;(b)photographs showing the status of manufacture and of progress on the Site;(c)for the manufacture of each main item of Plant and Materials,the name of the manufacturer,manufacture location,percentage progress,and the actual or expected dat168、ed of:(i)commencement of manufacture(ii)Contractors inspections(iii)test,and(iv)shipment and arrival at the Site;(d)the details described in Sub-Clause 6.10 Records of Contractors personnel and Equipment;(e)copies of quality assurance document documents,test results and certificates of Materials;(f)169、list of Variations,notices given under Sub-Clause 2.5 Employers Claims and notices given under Sub-Clause 20.1 Contractors Claims;(g)safety statistic,including details of any hazardous incidents and activities relating to environmental aspect and public relations;and 25 (h)comparisons of actual and 170、planned progress,with details of any events or circumstances which may jeopardize the completion in accordance with the Contract,and the measures being(or to be)adopted to overcome delays.4.22 Security of the Site Unless otherwise stated in the Particular Conditions:(a)the Contractor shall be respon171、sible for keeping unauthorized persons off the Site,and(b)authorized persons shall be limited to the Contractors personnel and the Employers Personnel;and to any other personnel notified to the Contractor,by(or on behalf of)the Employer,as authorized personnel of the Employers other contractors on t172、he Site.4.23 Contractors Operations on Site The Contractor shall confine his operations to the Site,and to any additional areas which may be obtained by the Contractor and agreed by the Employer as working areas.The Contractor shall take all necessary precautions to keep Contractors Equipment and Co173、ntractors Personnel within the Site and these additional areas,and to keep them off adjacent land.During the execution of the Works,the Contractor shall keep the Site free from all unnecessary obstruction,and shall store or dispose of any Contractors Equipment or surplus materials.The Contractor sha174、ll clear away and remove from the Site any wreckage,rubbish and Temporary Works which are no longer required.Upon the issue of the Taking-Over Certificate for the Works,the Contractor shall clear away and remove all Contractors Equipment,surplus material,wreckage,rubbish and Temporary Works.The Cont175、ractor shall leave the Site and the Works in a clean and safe condition.However,the Contractor may retain on Site,during the Defects Notification Period,such goods as are required for the Contractor to fulfill obligations under the Contract.4.24 Fossils All fossils,coins,articles of value or antiqui176、ty,and structures and other 26 remains or items of geological or archaeological interest found on the Site shall be placed under the care and authority of the Employer.The Contractor shall take reasonable precautions to prevent Contractors Personnel or other persons from removing or damaging any of 177、these findings.The Contractor shall,upon discovery of any such finding,promptly give notice to the Employer,who shall issue instructions for dealing with it.If the Contractor suffers delay and/or incurs Cost from complying with the instructions,the Contractor shall give a further notice to the Emplo178、yer and shall be entitled subject to Sub-Clause 20.1Contractors Claims to:(a)an extension of time for any such delay,if completion is or will be delayed,under Sub-Clause 8.4 Extension of Time for Completion,and(b)payment of any such Cost,which shall be added to the Contract Price.After receiving thi179、s further notice,the Employer shall proceed in accordance with Sub-Clause 3.5Determinations to agree or determine these matters.5 Design 5.1 General Design Obligations The Contractor shall be deemed to have scrutinized,prior to the Base Date,the Employers Requirements(including design criteria and c180、alculations,if any).The Contractor shall be responsible for the design of the Works and for the accuracy of such Employers Requirements(including design criteria and calculations),except as stated below.The Employer Shall not be responsible for any error,inaccuracy or omission of any kind in the Emp181、loyers Requirements as originally included in the Contract and shall not be deemed to have given any representation of accuracy or completeness of any data or information,except as stated below.Any data or information received by the contractor,from the Employer or otherwise,shall not relieve the co182、ntractor from his responsibility for the design and execution of the Works.However,the Employer shall be responsible for the correctness of the 27 following portions of the Employers Requirements and of the following data and information provided by(or on behalf of)the Employer:(a)portions,data and 183、information which are stated in the Contract as being immutable or the responsibility of the Employer,(b)definitions of intended purposes of the Works or any parts thereof,(c)criteria for the testing and performance of the completed Works,and(d)portions,data and information which cannot be verified 184、by the Contractor,except as otherwise stated in the Contract.5.2 Contractors Documents The Contractors Documents shall comprise the technical documents specified in the Employers Requirements,documents required to satisfy all regulatory approvals,and the documents described in Sub-Clause 5.6 As-Buil185、t Documents and Sub-Clause5.7 Operation and Maintenance Manuals.Unless otherwise stated in the Employers Requirements,the Contractors Documents shall be written in the language for communications defined in Sub-Clause 1.4 Law and Language.The Contractor shall prepare all Contractors Documents,and sh186、all also prepare any other documents necessary to instruct the Contractors Personnel.If the Employers Requirements describe the Contractors Documents which are to be submitted to the Employer for review,they shall be submitted accordingly,together with a notice as described below.In the following pr187、ovisions of this Sub-Clause,(i)“review period”means the period required by the Employer for review,and(ii)“Contractors Documents”exclude an documents which are not specified as being required to be submitted for review.Unless otherwise stated in the Employers Requirements,each review period shall no188、t exceed 21 days,calculated from the date on which the Employer receives a contractors Document and the Contractors notice.This notice shall state that the contractors Document is considered ready,both for review in accordance with this Sub-Clause and for use.28 The notice shall also state that the 189、Contractors Document complies with the Contract,or the extent to which it does not comply.The Employer may within the review period,give notice to the Contractor that a Contractors Document fails(to the extent stated)to comply with the Contract.If a Contractors Document so fails to comply,it shall b190、e rectified,resubmitted and reviewed in accordance with this Sub-Clause,at the Contractors cost.For each part of the Works,and except to the extent that the Parties otherwise agree:(a)execution of such part of the Works shall not commence prior to the expiry of the review periods for all the Contrac191、tors Documents which are relevant to its design and execution;(b)execution of such part of the Works shall be in accordance with these Contractors Documents,as submitted for review;and(c)if the Contractor wishes to modify any design or document which has previously been submitted for review,the Cont192、ractor shall immediately give notice to the Employer.Thereafter,the Contractor shall submit revised document to the Employer in accordance with the above procedure.Any such agreement(under the proceeding paragraph)or any review(under this Sub-Clause or other-wise)shall not relieve the Contractor fro193、m any obligation or responsibility.5.3 Contractors Undertaking The Contractor undertakes that the design,the Contractors Documents,the execution and the completed works will be in accordance with:(a)the Laws in the Country,and(b)the documents forming the Contract,as altered or modified by Variations194、.5.4 Technical Standards and Regulations The design,the Contractors Document,the execution and the completed Works shall comply with the countrys technical standards,building,construction and environmental Laws,Laws applicable to the 29 product being produced from the Works,and other standards speci195、fied in the Employers Requirements,applicable to the Works,or defined by the applicable Laws.All these Laws shall,in respect of the Works and each Section,be those prevailing when the Works or Section are taken over by the Employer under Clause 10 Employers Taking Over.References in the Contract to 196、published standards shall be understood to be references to the edition applicable on the Base Date,unless stated otherwise.If changed or new applicable standards come into force in the Country after the Base Date,the Contractor shall give notice to the Employer and(if appropriate)submit proposals f197、or compliance.In the event that:(a)the Employer determines that compliance is required,and(b)the proposals for compliance constitute a variation,then the Employer shall initiate a Variation in accordance with Clause 13 Variations and Adjustments.5.5 Training The Contractor shall carry out the traini198、ng of Employers Personnel in the operation and maintenance of the Works to the extent specified in the Employers Requirements.If the Contract specifies training which is to be carried out before taking-over under Sub-Clause 10.1Taking-Over of the Works and Sections until this training has been compl199、eted.,5.6 As-Built Documents The Contractor shall prepare,and keep up-to-date,a complete set of“as-built”records of the execution of the Works,showing the exact as-built locations,sizes and details of the work as executed.These records shall be kept on the Site and shall be used exclusively for the 200、purposes of this Sub-Clause.Two copies shall be supplied to the Employer prior to the commencement of the Tests on Completion.In addition,the Contractor shall supply to the Employer as-built drawings of the Works,showing all Works as executed,and submit them to them to the Employer for review under 201、Sub-Clause 5.2Contractors Documents.The Contractor shall obtain the consent of the Employer as to their size,the referencing system,and other relevant details.30 Prior to the issue of any Taking-over Certificate,the Contractor shall supply to the Employer the specified numbers and types of copies of202、 the relevant as-built drawings,in accordance with the Employers Requirements.The Works shall not be considered to be completed for the purposes of taking-over under Sub-Clause 10.1Taking Over of the Works and Sections until the Employer has received these documents.5.7 Operation and Maintenance Man203、uals Prior to commencement of the Tests on Completion,the Contractor shall supply to the Employer provisional operation and maintenance manuals in sufficient detail for the Employer to operate,maintain,dismantle,reassemble,adjust and repair the Plant.The Works shall not be considered to be completed204、 for the purposes of taking-over under Sub-Clause 10.1Taking-Over of the Works and Sections until the Employer has received final operation and maintenance manuals in such detail,and any other manuals specified in the Employers Requirements for these purposes.5.8 Design Error If errors,omissions,amb205、iguities,inconsistencies,inadequacies or other defects are found in the Contractors Documents,they and the Works shall be corrected at the Contractors cost,notwithstanding any consent or approval under this Clause.6 Staff and Labour 6.1 Engagement of Staff and Labour Except as otherwise stated in th206、e Employers Requirements,the Contractor shall make arrangements for the engagement of all staff and labour,local or otherwise,and for their payment,housing,feeding and transport.6.2 Rates of Wages and Conditions of Labour The Contractor shall pay rates of wages,and observe conditions of labour,which207、 are not lower than those established for the trade or industry where the work is carried out.If no established rates or conditions are applicable,the Contractor shall pay rates of wages and observe conditions which are not lower than the general level of wages 31 and conditions observed locally by 208、employers whose trade or industry is similar to that of the Contractor.6.3 Persons in the Service of Employer The Contractor shall not recruit,or attempt to recruit,staff and labour from amongst the Employers Personnel.6.4 Labour Laws The Contractor shall comply with all the relevant labour Laws app209、licable to the Contractors Personnel,including Laws relating to their employment,health,safety,welfare,immigration and emigration,and shall allow them all their legal rights.The Contractor shall require his employees to obey all applicable Laws,including those concerning safety at work.6.5 Working H210、ours No work shall be carried out on the Site on locally recognized days of rest,or outside normal working hours,unless:(a)otherwise stated in the Contract,(b)the Employer gibes consent,or(c)the work is unavoidable,or necessary for the protection of life or property or for the safety of the Works,in211、 which case the Contractor shall immediately advise the Employer.6.6 Facilities for Staff and Labour Except as otherwise stated in the Employers Requirements,the Contractor shall provide and maintain all necessary accommodation and welfare facilities for the Contractors Personnel.The Contractor shal212、l also provide facilities for the Employers Personnel as stated in the Employers Requirements.The contractor shall not permit any of the Contractors Personnel to maintain any temporary or permanent living quarters within the structures forming part of the Permanent Works.6.7 Health and Safety The Co213、ntractor shall at all time take all reasonable precautions to maintain the health and safety of the Contractors Personnel.In 32 collaboration with local health authorities,the Contractor shall ensure that medical staff,first aid facilities,sick bay and ambulance service are available at all times at214、 the Site and at any accommodation for Contractors and Employers Personnel,and that suitable arrangements are made for all necessary welfare and hygiene requirements and for the prevention of epidemics.The Contractor shall appoint an accident prevention officer at the Site,responsible for maintainin215、g safety and protection against accidents.This person shall be qualified for this responsibility,and shall have the authority to issue instructions and take protective measures to prevent accidents.Throughout the execution of the Works,the Contractor shall provide whatever is required by this person216、 to exercise this responsibility and authority.The Contractor shall send,to the Employer,details of any accident as soon as practicable after its occurrence.The Contractor shall maintain records and make reports concerning health,safety and welfare of persons,and damage to property,as the Employer m217、ay reasonably require.6.8 Contractors Superintendence Throughout the design and execution of the Works,and as long thereafter as is necessary to fulfill the contractors obligations,the Contractor shall provide all necessary superintendence to plan,arrange,direct,manage,inspect and test the work.Supe218、rintendence shall be given by a sufficient number of persons having adequate knowledge of the language for communications(defined in Sub-Clause 1.4Laws and Language)and of the operations to be carried out(including the methods and techniques required,the hazards likely to be encountered and methods 219、of preventing accidents),for the satisfactory and safe execution of the Works.6.9 Contractors Personnel The Contractors Personnel shall be appropriately qualified,skilled and experienced in their respective trades or occupations.The Employer may require the contractor to remove(or cause to be remove220、d)any person employed on the Site or Works,including the Contractors Representative if applicable,who:33 (a)persists in any misconduct or lack of care,(b)carries out duties incompetently or negligently,(c)falls to conform with any provisions of the Contract,or(d)persists in any conduct which is prej221、udicial to safety,health,or the protection of the environment.If appropriate,the contractor shall then appoint(or cause to be appointed)a suitable replacement person.6.10 Records of contractors Personnel and Equipment The Contractor shall submit,to the employer,details showing the number of each cla222、ss of Contractors Personnel and of each type of Contractors Equipment on the Site.Details shall be submitted each calendar month,in a form approved by the Employer,until the Contractor has completed all work which is known to be outstanding at the completion date stated in the Taking-Over Certificat223、e for the Works.6.11 Disorderly Conduct The Contractor shall at all times take all reasonable precautions to prevent any unlawful,riotous or disorderly conduct by or amongst the Contractors Personnel,and to preserve peace and protection of persons and property on and near the Site.7 Plant,Materials 224、and Workmanship 7.1 Manner of Execution The Contractor shall carry out the manufacture of Plant,the production and manufacture of Materials,and all other execution of the Works:(a)in the manner(if any)specified in the Contract,(b)in a proper workmanlike and careful manner,in accordance with recogniz225、ed good practice,and(c)with properly equipped facilities and non-hazardous Materials,except as otherwise specified in the Contract.7.2 Samples The Contractor shall submit samples to the Employer,for review in accordance with the procedures for Contractors Documents described 34 in Sub-Clause 5.2 Con226、tractors Documents,as specified in the Contract and at the Contractors cost.Each sample shall be labelled as to origin and intended use in the Works.7.3 Inspection The Employers Personnel shall at all reasonable times:(a)have full access to all parts of the Site and to all places from which natural 227、Materials are being obtained,and(b)during production,manufacture and construction(at the Site and,to the extent specified in the Contract,elsewhere),be entitled to examine,inspect,measure and test the materials and workmanship,and to check the progress of manufacture of Plant and production and manu228、facture of Materials.The Contractor shall give the Employers Personnel full opportunity to carry out these activities,including providing access,facilities,permissions and safety equipment.No such activity shall relieve the Contractor from any obligation or responsibility.In respect of the work whic229、h Employers Personnel are entitled to examine,inspect,measure and/or test,the Contractor shall give notice to the Employer whenever any such work is ready and before it is covered up,put out of sight,or packaged for storage or transport.The Employer shall then either carry out the examination,inspec230、tion,measurement or testing without unreasonable delay,or promptly give notice to the Contractor that the Employer does not require to do so.If the Contractor fails to give the notice,he shall,if and when required by the Employer,uncover the work and thereafter reinstate and make good,all at the Con231、tractors cost.7.4 Testing This Sub-Clause shall apply to all tests specified in the Contract,other than the Tests after Completion(if any).The Contractor shall provide all apparatus,assistance,documents and other information,electricity,equipment,fuel,consumables,instruments,labor,materials,and suit232、ably qualified and experienced staff,as are necessary to carry out the specified tests efficiently.The Contractor shall agree,with the Employer,the time and place for the specified 35 testing of any Plant,Materials and other parts of the Works.The Employer may,under Clause 13 Variations and Adjustme233、nts,vary the location or details of specified tests,or instruct the Contractor to carry out additional tests.If these varied or additional tests show that the tested Plant,Materials or workmanship is not in accordance with the Contract,the cost of carrying out this Variation shall be borne by the Co234、ntractor,notwithstanding other provisions of the Contract.The Employer shall give the Contractor not less than 24 hours notice of the Employers intention to attend the tests.If the Employer does not attend at the time and place agreed,the Contractor may proceed with the tests,unless otherwise instru235、cted by the Employer,and the tests shall then be deemed to have been made in the Employers presence.If the Contractor suffers delay and/or incurs Cost from complying with these instructions or as a result of a delay for which the Employer is responsible,the Contractor shall give notice to the Employ236、er and shall be entitled subject to Sub-Clause 20.1 Contractors Claims to:(a)an extension of time for any such delay,if completion is or will be delayed,under Sub-Clause 8.4 Extension of Time for Completion,and(b)payment of any such Cost plus reasonable profit,which shall be added to the Contract Pr237、ice.After receiving this notice,the Employer shall proceed in accordance with Sub-Clause 3.5 Determinations to agree or determine these matters.The Contractor shall promptly forward to the Employer duly certified reports of the tests.When the specified tests have been passed,the Employer shall endor238、se the Contractors test certificate,or issue a certificate to him,to that effect.If the Employer has not attended the tests,he shall be deemed to have accepted the readings as accurate.7.5 Rejection If,as a result of an examination,inspection measurement or testing,any Plant,Materials,design or work239、manship is found to be defective or otherwise not in accordance with the Contract,the Employer may reject the Plant,Materials,design or workmanship by giving notice to the 36 Contractor,with reasons.The Contractor shall then promptly make good the defect and ensure that the rejected item complies wi240、th the Contract.If the Employer requires this Plant,Materials,design or workmanship to be retested,the tests shall be repeated under the same terms and conditions.If the rejection and retesting cause the Employer to incur additional costs,the Contractor shall subject to Sub-Clause 2.5 Employers Clai241、ms pay these costs to the Employer.7.6 Remedial Work Notwithstanding any previous test or certification,the Employer may instruct the Contractor to:(a)remove from the Site and replace any Plant or Materials which is not in accordance with the Contract,(b)remove and re-execute any other work which is242、 not in accordance with the Contract,and(c)execute any work which is urgently required for the safety of the Works,whether because of an accident,unforeseeable event or otherwise.If the Contractor fails to comply with any such instruction,which complies with Sub-Clause 3.4 Instructions,the Employer 243、shall be entitled to employ and pay other persons to carry out the work.Except to the extent that the Contractor would have been entitled to payment for the work,the Contractor shall subject to Sub-Clause 2.5 Employers Claims pay to the Employer all costs arising from this failure 7.7 Ownership of P244、lant and Materials Each item of Plant and Materials shall,to the extent consistent with the Laws of the Country,become the property of the Employer at whichever is the earlier of the following times,free from liens and other encumbrances:(a)when it is delivered to the Site;(b)when the Contractor is 245、entitled to payment of the value of the Plant and Materials under Sub-Clause 8.10 Payment for Plant and Materials in Event of Suspension.37 7.8 Royalties Unless otherwise stated in the Employers Requirements,the Contractor shall pay all royalties,rents and other payments for:(a)natural Materials obt246、ained from outside the Site,and(b)the disposal of material from demolitions and excavations and of other surplus material(whether natural or man-made),except to the extent that disposal areas within the Site are specified in the Contract.8 Commencement,Delays and Suspension 8.1 Commencement of Works247、 Unless otherwise stated in the Contract Agreement:(a)the Employer shall give the Contractor not less than 7 days notice of the Commencement Date;and(b)the Commencement Date shall be within 42 days after the date on which the Contract comes into full force and effect under Sub-Clause 1.6 Contract Ag248、reement.The Contractor shall commence the design and execution of the Works as soon as is reasonably practicable after the Commencement Date,and shall then proceed with the Works with due expedition and without delay.8.2 Time for Completion The Contractor shall complete the whole of the Works,and ea249、ch Section(if any),within the Time for Completion for the Works or Section(as the case may be),including:(a)achieving the passing of the Tests on Completion,and(b)completing all work which is stated in the Contract as being required for the Works or Section to be considered to be completed for the p250、urposes of taking-over under Sub-Clause 10.1 Taking Over of the Works and Sections.8.3 Programme The Contractor shall submit a time programme to the Employer within 28 days after the Commencement Date.The Contractor shall also 38 submit a revised programme whenever the previous programme is inconsis251、tent with actual progress or with the Contractors obligations.Unless otherwise stated in the Contract,each programme shall include:(a)the order in which the Contractor intends to carry out the Works,including the anticipated timing of each major stage of the Works,(b)the periods for reviews under Su252、b-Clause 5.2 Contractors Documents,(c)the sequence and timing of inspections and tests specified in the Contract,and(d)a supporting report which includes:(i)a general description of the methods which the Contractor intends to adopt for the execution of each major stage of the Works,and(ii)the approx253、imate number of each class of Contractors Personnel and of each type of Contractors Equipment for each major stage.Unless the Employer,within 21 days receiving a programme,gives notice to the Contractor stating the extent to which it does not comply with the Contract,the Contractor shall proceed in 254、accordance with the programme,subject to his other obligations under the Contract.The Employers Personnel shall be entitled to rely upon the programme when planning their activities.The Contractor shall promptly give notice to the Employer of specific probable future events or circumstances which ma255、y adversely affect or delay the execution of the Works.In this event,or if the Employer gives notice to the Contractor that a programme fails(to the extent stated)to comply with the Contract or to be consistent with actual progress and the Contractors stated intentions,the Contractor shall submit a 256、revised programme to the Employer in accordance with this Sub-Clause.8.4 Extension of Time for Completion The Contractor shall be entitled subject to Sub-Clause 20.1 Contractor Claims to an extension of the Time for Completion if and to the extent that completion for the purposes of Sub-Clause 10.1 257、Taking Over of the 39 Works and Sections is or will be delayed by any of the following causes:(a)a Variation(unless an adjustment to the Time for Completion has been agreed under Sub-Clause 13.3 Variation Procedure),(b)a cause of delay giving an entitlement to extension of time under a Sub-Clause of258、 these Conditions,or(c)any delay,impediment or prevention caused by or attributable to the Employer,the Employers Personnel,or the Employers other contractors on the Site.If the Contractor considers himself to be entitled to an extension of the Time for Completion,the Contractor shall give notice to259、 the Employer in accordance with Sub-Clause 20.1 Contractors Claims.When determining each extension of time under Sub-Clause 20.1,the Employer shall review previous determinations and may increase,but shall not decrease,the total extension of time.8.5 Delays Caused by Authorities If the following co260、nditions apply,namely:(a)the Contractor has diligently followed the procedures laid down by the relevant legally constituted public authorities in the Country,(b)these authorities delay or disrupt the Contractors work,and(c)the delay or disruption was not reasonably foreseeable by an experienced con261、tractor by the date for submission of the Tender,then this delay or disruption will be considered as a cause of delay under sub-paragraph(b)of Sub-Clause 8.4 Extension of Time for Completion.8.6 Rate of Progress If,at any time:(a)actual progress is too slow to complete within the Time for Completion262、,and/or 40 (b)progress has fallen(or will fall)behind the current programme under Sub-Clause 8.3 Programme,other than as a result of a cause listed in Sub-Clause 8.4 Extension of Time for Completion,then the Employer may instruct the Contractor to submit,under Sub-Clause 8.3 Programme,a revised prog263、ramme and supporting report describing the revised methods which the Contractor proposes to adopt in order to expedite progress and complete within the Time for Completion.Unless the Employer notifies otherwise,the Contractor shall adopt these revised methods,which may require increases in the worki264、ng hours and/or in the numbers of Contractors Personnel and/or Goods,at the risk and cost of the Contractor.If these revised methods cause the Employer to incur additional costs,the Contractor shall subject to Sub-Clause 2.5 Employers Claims pay these costs to the Employer,in addition to delay damag265、es(if any)under Sub-Clause 8.7 below.8.7 Delay Damages If the Contractor fails to comply with Sub-Clause 8.2 Time for Completion,the Contractor shall subject to Sub-Clause 2.5 Employers Claims pay delay damages to the Employer for this default.These delay damages shall be the sum stated in the Parti266、cular Conditions,which shall be paid for every day which shall elapse between the relevant Time for Completion and the date stated in the Taking-Over Certificate.However,the total amount due under this Sub-Clause shall not exceed the maximum amount of delay damages(if any)stated in the Particular Co267、nditions.These delay damages shall be the only damages due from the Contractor for such default,other than in the event of termination under Sub-Clause 15.2 Termination by Employer prior to completion of the Works,These damages shall not relieve the Contractor from his obligation to complete the wor268、ks,or from any other duties,obligations or responsibilities which he may have under the Contract.8.8 Suspension of Work The Employer may at any time instruct the Contractor to suspend progress of part or all of the Works.During such suspension,the Contractor shall protect,store and secure such part 269、or the Works 41 against any deterioration,loss or damage.The Employer may also notify the cause for the suspension.If and to the extent that the cause is notified and is the responsibility of the Contractor,the following Sub-Clauses 8.9,8.10 and 8.11 shall not apply.8.9 Consequences of Suspension If270、 the Contractor suffers delay and/or incurs Cost from complying with the Employers instructions under Sub-Clause 8.8 Suspension of Work and/or from resuming the work,the Contractor shall give notice to the Employer and shall be entitled subject to Sub-Clause 20.1 Contractors Claims to:(a)an extensio271、n of time for any such delay,if completion is or will be delayed,under Sub-Clause 8.4 Extension of Time for Completion,and(b)payment of any such Cost,which shall be added to the Contract Price.After receiving this notice,the Employer shall proceed in accordance with Sub-Clause 3.5 Determinations to 272、agree or determine these matters.The Contractor shall not be entitled to an extension of time for,or to payment of the Cost incurred in,making good the consequences of the Contractors faulty design,workmanship or materials,or of the Contractors failure to protect,store or secure in accordance with S273、ub-Clause 8.8 Suspension of Work.8.10 Payment for Plant and Materials in Event of Suspension The Contractor shall be entitled to payment of the value(as at the date of suspension)of Plant and/or Materials which have not been delivered to Site,if:(a)the work on Plant or delivery of Plant and/or Mater274、ials has been suspended for more than 28 days,and(b)the Contractor has marked the Plant and/or Materials as the Employers property in accordance with the Employers instructions.42 8.11 Prolonged Suspension If the suspension under Sub-Clause 8.8 Suspension of Work has continued for more than 84 days,275、the Contractor may request the Employers permission to proceed.If the Employer does not give permission within 28 days after being requested to do so,the Contractor may,by giving notice to the Employer,treat the suspension as an omission under Clause 13 Variations and Adjustments of the affected par276、t of the Works.If the suspension affects the whole of the Works,the Contractor may give notice of termination under Sub-Clause 16.2 Termination by Contractor.8.12 Resumption of Work After the permission or instruction to proceed is given,the Parties shall jointly examine the Works and the Plant and 277、Materials affected by the suspension.The Contractor shall make good any deterioration or defect in or loss of the Works or Plant or Materials,which has occurred during the suspension.9 Tests on Completion 9.1 Contractors Obligations The Contractor shall carry out the Tests on Completion in accordanc278、e with this Clause and Sub-Clause 7.4 Testing,after providing the documents in accordance with Sub-Clause 5.6 As-Built Documents and Sub-Clause 5.7 Operation and Maintenance Manuals.The Contractor shall give to the Employer not less than 21 days notice of the date after which the Contractor will be 279、ready to carry out each of the Tests on Completion.Unless otherwise agreed,Tests on Completion shall be carried out within 14 days after this date,on such day or days as the Employer shall instruct.Unless otherwise stated in the Particular Conditions,the Tests on Completion shall be carried out in t280、he following sequence:(a)pre-commissioning tests,which shall include the appropriate inspections and(“dry”or“cold”)functional tests to demonstrate that each item of Plant can safely under-take the next stage,(b);43 (b)commissioning tests,which shall include the specified operational texts to demonst281、rate that the Works or Section can be operated safely and as specified,under all available operating conditions;and(c)trial operation,which shall demonstrate that the Works or Section perform reliably and in accordance with the Contract.During trial operation,when the Works are operating under stabl282、e conditions,the Contractor shall give notice to the Employer that the Works are ready for any other Tests on Completion,including performance tests to demonstrate whether the Works conform with criteria specified in the Employers Requirements and with the Performance Guarantees.Trial operation shal283、l not constitute a taking-over under Clause 10 Employers Taking Over.Unless otherwise stated in the Particular Conditions,any product produced by the Works during trial operation shall be the property of the Employer.In considering the results of the Tests on Completion,appropriate allowances shall 284、be made for the effect of any use of the Works by the Employer on the performance or other characteristics of the Works.As soon as the Works,or a Section,have passed each of the Tests on Completion described in sub-paragraph(a),(b)or(c),the Contractor shall submit a certified report of the results o285、f these Tests to the Employer.9.2 Delayed Tests If the Tests on Completion are being unduly delayed by the Employer,Sub-Clause 7.4 Testing(fifth paragraph)and/or Sub-Clause 10.3 Interference with Tests on Completion shall be applicable.If the Tests on Completion are being unduly delayed by the Contr286、actor,the Employer may by notice require the Contractor to carry out the Tests within 21 days after receiving the notice.The Contractor shall carry out the Tests on such day or days within that period as the Contractor may fix and of which he shall give notice to the Employer.If the Contractor fails287、 to carry out the Tests on Completion within the period of 21 days,the Employers Personnel may proceed with the Tests at the risk and cost of the Contractor.These Tests on Completion 44 shall then be deemed to have been carried out in the presence of the Contractor and the results of the Tests shall288、 be accepted as accurate.9.3 Retesting If the Works,or a Section,fail to pass the Tests on Completion,Sub-Clause 7.5 Rejection shall apply,and the Employer or the Contractor may require the failed Tests,and Tests on Completion on any related work,to be repeated under the same terms and conditions.9.289、4 Failure to Pass Tests on Completion If the Works,or a Section,fail to pass the Tests on Completion repeated under Sub-Clause 9.3 Retesting,the Employer shall be entitled to:(a)order further repetition of Tests on Completion under Sub-Clause 9.3;(b)if the failure deprives the Employer of substantia290、lly the whole benefit of the Works or Section,reject the Works or Section(as the case may be),in which event the Employer shall have the same remedies as are provided in sub-paragraph(c)of Sub-Clause 11.4 Failure to Remedy Defects;or(c)issue a Taking-Over Certificate.In the event of sub-paragraph(c)291、,the Contractor shall proceed in accordance with all other obligations under the Contract,and the Contract Price shall be reduced by such amount as shall be appropriate to cover the reduced value to the Employer as a result of this failure.Unless the relevant reduction for this failure is stated(or 292、its method of calculation is defined)in the Contract,the Employer may require the reduction to be()agreed by both Parties(in full satisfaction of this failure only)and paid before this Taking-Over Certificate is issued,or()determined and paid under Sub-Clause 2.5 Employers Claims and Sub-Clause 3.5 293、Determinations.10 Employers Taking Over 10.1 Taking Over of the Works and Sections Except as stated in Sub-Clause 9.4 Failure to Pass Tests on Completion,the Works shall be taken over by the Employer when()the Works have been completed in accordance with the Contract,45 including the matters describ294、ed in Sub-Clause 8.2 Time for Completion and except as allowed in sub-paragraph(a)below,and()a Taking-Over Certificate for the Works has been issued,or is deemed to have been issued in accordance with this Sub-Clause.The Contractor may apply by notice to the Employer for a Taking-Over Certificate no295、t earlier than 14 days before the Works will,in the Contractors opinion,be complete and ready for taking over.If the Works are divided into Sections,the Contractor may similarly apply for a Taking-Over Certificate for each Section.The Employer shall,within 28 days after receiving the Contractors app296、lication:(a)issue the Taking-Over Certificate to the Contractor,stating the date on which the Works or section were completed in accordance with the Contract,except for any minor outstanding work and defects which will not substantially affect the use of the Works or Section for their intended purpo297、se(either until or whilst this work is completed and these defects are remedied);or(b)reject the application,giving reasons and specifying the work required to be done by the Contractor to enable the Taking-Over Certificate to be issued.The Contractor shall then complete this work before issuing a f298、urther notice under this Sub-Clause.If the Employer fails either to issue the Taking-Over Certificate or to reject the Contractors application within the period of 28 days,and if the Works or Section(as the case may be)are substantially in accordance with the Contract,the Taking-Over Certificate sha299、ll be deemed to have been issued on the last day of that period.10.2 Taking Over of Parts of the Works Parts of the Works(other than Sections)shall not be taken over or used by the Employer,except as may be stated in the Contract or as may be agreed by both Parties.10.3 Interference with Tests on Co300、mpletion If the Contractor is prevented,for more than 14 days,from carrying out 46 the Tests on Completion by a cause for which the Employer is responsible,the Contractor shall carry out the Tests on Completion as soon as practicable.If the Contractor suffers delay and/or incurs Cost as a result of 301、this delay in carrying out the Tests on Completion,the Contractor shall give notice to the Employer and shall be entitled subject to Sub-Clause 20.1 Contractors Claims to:(a)an extension of time for any such delay,if completion is or will be delayed,under Sub-Clause 8.4 Extension of Time for Complet302、ion,and(b)payment of any such Cost plus reasonable profit,which shall be added to the Contract Price.After receiving this notice,the Employer shall proceed in accordance with Sub-Clause 3.5 Determinations to agree or determine these matters.11 Defects Liability 11.1 Completion of Outstanding Work an303、d Remedying Defects In order that the Works and Contractors Documents,and each Section,shall be in the condition required by the Contract(fair wear and tear excepted)by the expiry date of the relevant Defects Notification Period or as soon as practicable thereafter,the Contractor shall:(a)complete a304、ny work which is outstanding on the date stated in a Taking-Over Certificate,within such reasonable time as is instructed by the Employer,and (b)execute all work required to remedy defects or damage,as may be notified by the Employer on or before the expiry date of the Defects Notification Period fo305、r the Works or Section(as the case may be)If a defect appears or damage occurs,the Employer shall notify the Contractor accordingly.47 11.2 Cost of Remedying Defects All work referred to in sub-paragraph(b)of Sub-Clause 11.1Completion of Outstanding Work and Remedying Defects shall be executed at th306、e risk and cost of the Contractor,if and to the extent that the work is attributable to:(a)the design of the Works,(b)Plant,Materials or workmanship not being in accordance with the Contract,(c)improper operation or maintenance which was attributable to matters for which the Contractor is responsibl307、e(under Sub-Clause 5.5 to 5.7 or otherwise),or (d)failure by the Contractor to comply with any other obligation.If and to the extent that such work is attributable to any other cause,the Employer shall give notice to the Contractor accordingly,and Sub-Clause 13.3 Variation Procedure shall apply.11.3308、 Extension of Defects Notification Period The Employer shall be entitled subject to Sub-Clause 2.5Employers Claims to an extension of the Defects Notification Period for the Works or a Section if and to the extent that the Works,Section or a major item of Plant(as the case may be,and after taking ov309、er)cannot be used for the purposes for which they are intended by reason of a defect or damage.However,a Defects Notification Period shall not be extended by more than two years.If delivery and/or erection of Plant and/or Materials was suspended under Sub-Clause 8.8Suspension of Work or Sub-Clause 1310、6.1Contractors Entitlement to Suspend Work,the Contractors obligations under this Clause shall not apply to any defects or damage occurring more than two years after the Defects Notification Period for the Plant and/or Materials would otherwise have expired.11.4 Failure to Remedy Defects If the Cont311、ractor fails to remedy any defect or damage within a reasonable time,a date may be fixed by(or on behalf of)the Employer,on or by which the defect or damages is to be remedied.The Contractor shall be given reasonable notice of this date.48 If the Contractor fail to remedy the defect or damage by thi312、s notified date and this remedial work was to be executed at the cost of the Contractor under Sub-Clause 11.2Cost of Remedying Defects,the Employer may(at his option):(a)carry out the work himself or by others,in a reasonable manner and at the Contractors cost,but the Contractor shall have no respon313、sibility for this work;and the Contractor shall subject to Sub-Clause 2.5 Employers Claims pay to the Employer the costs reasonably incurred by the Employer in remedying the defect or damage;(b)agree or determine a reasonable reduction in the Contract Price in accordance with Sub-Clause 3.5 Determin314、ations;or(c)if the defect or damage deprives the Employer of substantially the whole benefit of the Works or any major part of the Works,terminate the Contract as a whole,or in respect of such major part which cannot be put to the intended use.Without prejudice to any other rights,under the Contract315、 or otherwise,the Employer shall then be entitled to recover all sums paid for the Works or for such part(as the case may be),plus financing costs and the cost of dismantling the same,clearing the Site and returning Plant and Materials to the Contractor.11.5 Removal of Defective Work If the defect o316、r damage cannot be remedied expeditiously on the Site and the Employer gives consent,the Contractor may remove from the Site for the purposes of repair such items of Plant as are defective of damaged.This consent may require the Contractor to increase the amount of the Performance Security by the fu317、ll replacement cost of these items,or to provide other appropriate security.11.6 Further Tests If the work of remedying of any defect or damage may affect the performance of the Works,the Employer may require the repetition of any of the tests described in the Contract,including Tests on Completion 318、and/or Tests after Completion.The requirement shall be made by notice within 28 days after the defect or damage is remedied.These tests shall be carried out in accordance with the terms applicable 49 to the previous tests,except that they shall be carried out at the risk and cost of the Party liable319、,under Sub-Clause 11.2 Cost of Remedying Defect,for the cost of the remedial work.11.7 Right of Access Until the performance Certificate has been issued,the Contractor shall have the right of access to all parts of the Works and to records of the operation and performance of the Works,except as may 320、be inconsistent with the Employers reasonable security restrictions.11.8 Contractor to Search The Contractor shall,if required by the Employer,search for the cause of any defect,under the direction of the Employer.Unless the defect is to be remedied at the cost of the Contractor under Sub-Clause 11.321、2 Cost of Remedying Defects,the Cost of the search plus reasonable profit shall be agreed or determined in accordance with Sub-Clause 3.5 Determinations and shall be added to the Contract Price.11.9 Performance Certificate Performance of the Contractors obligations shall not be considered to have be322、en completed until the Employer has issued the Performance Certificate to the Contractor,stating the date on which the Contractor completed his obligations under the Contract.The Employer shall issue the Performance Certificate within 28 days after the latest of the expiry dates of the Defects Notif323、ication Periods,or as soon thereafter as the Contractor has supplied all the Contractors Documents and completed and tested all the Works,including remedying any defects.If the Employer fails to issue the Performance Certificate accordingly:(a)the Performance Certificate shall be deemed to have been324、 issued on the date 28 days after the date on which it should have been issued,as required by this Sub-Clause,and(b)Sub-Clause 11.11 Clearance of Site and sub-paragraph(a)of Sub-Clause 14.14 Cessation of Employers Liability shall be inapplicable.Only the Performance Certificate shall be deemed to co325、nstitute acceptance of the Works.50 11.10 Unfulfilled Obligations After the Performance Certificate has been issued,each Party shall remain liable for the fulfillment of any obligation which remains unperformed at that time.For the purposes of determining the nature and extent of unperformed obligat326、ions,the Contract shall be deemed to remain in force.11.11 Clearance of Site Upon receiving the Performance Certificate,the Contractor shall remove any remaining Contractors Equipment,surplus material,wreckage,rubbish and Temporary Works form the Site.If all these items have not been removed within 327、28 days after the Employer issues the Performance Certificate,the Employer may sell or otherwise dispose of any remaining items.The Employer shall be entitled to be paid the costs incurred in connection with,or attributable to,such sale or disposal and restoring the Site.Any balance of the moneys fr328、om the sale shall be paid to the Contractor.If these moneys are less than the Employers costs,the Contractor shall pay the outstanding balance to the Employer.12 Tests after Completion 12.1 Procedure for Tests after Completion If Tests after Completion are specified in the Contract,this Clause shall329、 apply.Unless otherwise stated in the Particular Conditions:(a)the Employer shall provide all electricity,fuel and materials,and make the Employers Personnel and Plant available;(b)the Contract shall provide any other plant,equipment and suitably qualified and experienced staff,as are necessary to c330、arry out the Tests after Completion efficiently;and(c)the Contractor shall carry out the Tests after Completion in the presence of such Employers and/or Contractors Personnel as either Party may reasonably request.The tests after Completion shall be carried out as soon as is reasonably practicable a331、fter the Works or Section have been taken over by the 51 Employer.The Employer shall give to the Contractor 21 days notice of the date after which the Tests after Completion will be carried out.Unless otherwise agreed,these Tests shall be carried out within 14 days after this date,on the day or days332、 determined by the Employer.The results of the Tests after Completion shall be compiled and evaluated by the Contractor,who shall prepare a detailed report.Appropriate account shall be taken of the effect of the Employers prior use of the Works.12.2 Delayed Tests If the Contractor incurs Cost as a r333、esults of any unreasonable delay by the Employer to the Tests after Completion,the Contractor shall()give notice to the Employer and()be entitled subject to Sub-Clause 20.1Contractors Claims to payment of any such Cost plus reasonable profit,which shall be added to the Contract Price.After receiving this notice,the Employer shall proceed in accordance with Sub-Clause 3.5 Determinations to agree or