FIDIC Subcontract General Conditions 2011

Subcontract Definitions Headings and Marginal Notes Subcontract Interpretation Subcontract Communications Priority of Subcontract Documents Notices, Consents, Approvals, Certificates, Confirmations, Decisions, and Determinations 1.7 Joint and Several Liability under the Subcontract 1.8 Subcontract Law and Language 1.9 Subcontract Agreement 1.10 No Privity of Contract with Employer 1.11 Subcontract Sections

THE MAIN CONTRACT . . . 6

Subcontractor's Knowledge of Main Contract Compliance with Main Contract Instructions and Determinations under Main Contract Rights, Entitlements and Remedies under Main Contract Main Contract Documents

THE CONTRACTOR . .. . 8

Contractor's Instructions Access to the Site Contractor's Claims in connection with the Subcontract Employer's Claims in connection with the Main Contract Co-ordination of Main Works

THE SUBCONTRACTOR . •. 8

Subcontractor's General Obligations Subcontract Performance Security Access to the Subcontract Works Subcontractor's Documents

ASSIGNMENT OF THE SUBCONTRACT AND SUBCONTRACTING . . . 10

Assignment of Subcontract Subcontracting

CO-OPERATION, STAFF AND LABOUR . . . .. . .. . . . .. 10

Co-operation under the Subcontract Persons in the Service of Others Contractor's Subcontract Representative Subcontractor's Representative

EQUIPMENT, TEMPORARY WORKS, OTHER FACI LITIES, PLANT, AND MATERIALS

Subcontractor's Use of Equipment, Temporary Works, and/or Other Facilities Free-Issue Materials Indemnity for Misuse Ownership of Subcontract Plant and Materials Subcontractor's Equipment and Subcontract Plant

COMMENCEMENT AND COMPLETION . . . . . . . . .. . . . 13

8.1 8.2 8.3 8.4 8.5 8.6 8.7

Commencement of Subcontract Works Subcontract Time for Completion Subcontract Programme Extension of Subcontract Time for Completion Subcontract Progress Reports Suspension of Subcontract Works by the Contractor Subcontract Damages for Delay

TESTS ON COMPLETION . . . .. .. . .. . . . . .. . . • . . . . . . 15

Subcontract Tests on Completion Main Contract Tests on Completion

COMPLETION AND TAKING-OVER THE SUBCONTRACT WORKS . . . 15

10.1 Completion of Subcontract Works 10.2 Taking-Over Subcontract Works 10.3 Taking-Over by the Contractor 11

DEFECTS LIABILITY . . . . . . . . . . .. . . .. . . . 17

11.1 Subcontractor's Obligations after Taking-Over 11 .2 Subcontract Defects Notification Period 11 .3 Performance Certificate 12

MEASUREMENT AND EVALUATION .. . . .. . . . . . . . .. .. 18

12.1 Measurement of Subcontract Works 12.2 Quantity Estimated and Quantity Executed 12.3 Evaluation under the Subcontract

SUBCONTRACT VARIATIONS AND ADJUSTMENTS .. . .. . .. . .. . . 19

13.1 13.2 13.3 13.4

Variation of Subcontract Works Valuation of Subcontract Variations Request for Proposal for Subcontract Variation Subcontract Adjustments for Changes in Legislation

the Contractor fairly considers that any sum in the Subcontractor's monthly statement is not due in accordance with the Subcontract and/or the Contractor is entitled to deduct any sum pursuant to Sub-Clause 3.3 [Contractor's Claims

in connection with the Subcontract]. Provided that the Contractor shall have no entitlement to defer or withhold payment of any sum in a Subcontractor's monthly statement under sub-paragraph (c) of this Sub-Clause if the failure by the Employer to make payment is due to: (i) (ii)

any act or default of the Contractor under the Main Contract; and/or the Employer's bankruptcy or insolvency, going into liquidation, having a receiving or administration order made against him, compounding with his creditors, or carrying on business under a receiver, trustee or manager for the benefit of his creditors, or by any act which (under applicable Laws) has a similar effect to any of these acts or events.

In his notice to the Subcontractor that payment of any sum in a Subcontractor's monthly statement is to be withheld or deferred under sub-paragraph (b) or (c) of this Sub-Clause, the Contractor shall give full particulars and provide substantiating documentation of the amounts that have not been certified by the Engineer or the amounts for which the Employer has failed to make payment. The Contractor shall not be entitled to defer or withhold payment of any sum in a Subcontractor's monthly statement unless the Subcontractor has first been notified in accordance with this Sub-Clause. Payment by the Contractor to the Subcontractor of any amount in a Subcontractor's monthly statement which has previously been withheld or deferred by the Contractor shall be due 7 days after receipt by the Contractor of any payment from the Employer which includes a sum in respect of this amount. If the Subcontractor is under obligation to provide a Subcontract Performance Security under the Subcontract, notwithstanding the terms of this Sub-Clause or any other term of the Subcontract, no amount shall become due and payable to the Subcontractor until the security in accordance with Sub-Clause 4.2 [Subcontract Performance Security] has been delivered to the Contractor. 14.7 Payment of Retention Money under the Subcontract

Where a percentage of retention is stated in the Appendix to the Subcontractor's Offer, the Contractor shall pay to the Subcontractor the retention money under the Subcontract in the same proportions that apply to the Retention Money under Main Contract Clause 14.9 [Payment of Retention Money] , no later than 14 days after the Contractor has received payment from the Employer. Provided that if Sub-Clause 10.3 [Taking-Over by the Contractor] applies: (a)

to the whole of the Subcontract Works, the Contractor shall pay the Subcontractor the first half of the retention money under the Subcontract no later than 28 days after the whole of the Subcontract Works have been (or are deemed to have been) taken-over by the Contractor; or to a part of the Subcontract Works, the Contractor shall pay the Subcontractor a proportion of the retention money under the Subcontract no later than 28 days after that part has been (or is deemed to have been) taken-over by the Contractor. This proportion shall be 40% of the proportion calculated by dividing the estimated subcontract value of the part by the estimated final Subcontract Price; and

· the Contractor shall pay the Subcontractor the outstanding balance of the retention money under the Subcontract no later than 7 days after the expiry of the Subcontract Defects Notification Period. However, if any work remains to be executed under Clause 11 [Defects Liability] , the Contractor shall be entitled to withhold payment of the estimated cost of this work until it has been executed. 14.8 Final Subcontract Payment

The Subcontractor shall prepare and submit a draft final statement to the Contractor stating the sum which in the Subcontractor's opinion is the Subcontract Price finally due, showing in detail the value of all work done in accordance with the Subcontract, and any further sums which the Subcontractor considers to be due to him, together with supporting documents. This draft final statement shall be submitted no later than 28 days after the expiry of the Subcontract Defects Notification Period. If the Contractor cannot verify any part of the Subcontractor's final statement, the Subcontractor shall submit the further information that the Contractor may reasonably require. Within 56 days after the expiry of the Subcontract Defects Notification Period the Contractor shall pay to the Subcontractor balance of the Subcontract Price finally due.

14.9 Delayed Payment under the Subcontract

If the Contractor fails to make payment of any sum properly due and payable to the Subcontractor in accordance with this Clause 14 [Subcontract Price and Payment]. then Main Contract Clause 14.8 [Delayed Payment] shall apply provided that the period of delay shall be deemed to commence on the date for payment specified in this Clause 14 [Subcontract Price and Payment] . If payment is withheld or deferred pursuant to sub-paragraph (c) of Sub-Clause 14.6 [Interim Subcontract Payment] , then the Contractor shall pay the Subcontractor the amount of financing charges applicable to the overdue sum at the rate payable by the Employer to the Contractor under Main Contract Clause 14.8 [Delayed Payment], provided that the period of delay shall be deemed to commence on the date for payment specified in Sub-Clause 14.6 [Interim Subcontract Payments]. Payment by the Contractor to the Subcontractor of this amount of financing charges for withheld or deferred payment shall be due within 14 days of payment by the Contractor to the Subcontractor of the amount which was previously withheld or deferred, or within 7 days after receipt by the Contractor of any payment from the Employer in accordance with Main Contract Clause 14.8 (Delayed Payment] which includes a sum in respect of this amount, whichever is earlier.

Cessation of the

The Contractor shall not be liable to the Subcontractor for any matter or thing arising out of or in connection with the Subcontract or execution of the Subcontract Works as from the date stated in the Performance Certificate issued under the Main Contract, which date shall be promptly notified to the Subcontractor by the Contractor, except to the extent that the Subcontractor has given a notice of claim in accordance with Sub-Clause 20.2 [Subcontractor's Claims] prior to that date. The Subcontractor shall remain entitled to payment for the fulfilment of any obligation which remains unperformed after the date stated in the Performance Certificate under the Main Contract.

14.11 Subcontract Currencies of Payment

The Subcontract Price and any amount due under this Clause 14 [Subcontract Price and Payment] shall be paid in the currency or currencies stated in the Appendix to the Subcontractor's Offer.

TelffflinD n of the Main Contract and Termination of the Subl o9't!;Jct by the Contractor 15.1 Termination of Main Contract

If the Main Contract is terminated or the Contractor and/or the Employer is released from performance of the Main Contract under Main Contract Clause 19.7 [Release from Performance under the Law], then the Contractor may by notice to the Subcontractor terminate the Subcontract immediately, save where he is required to assign the Subcontract to the Employer in accordance with sub-paragraph (b) of SubClause 5.1 [Assignment of Subcontract] . Within 7 days after the date the Employer returns the Performance Security under the Main Contract, which date shall be promptly notified to the Subcontractor by the Contractor, or within 28 days after a notice of termination under this Sub-Clause has taken effect, whichever is earlier, the Contractor shall return the Subcontract Performance Security to the Subcontractor, unless the Main Contract has been terminated as a consequence of any breach of the Subcontract by the Subcontractor.

15.2 Valuation at Date of Subcontract Termination

As soon as practicable after a notice of termination under Sub-Clause 15.1 [Termination of Main Contract] or Sub-Clause 15.6 [Termination of Subcontract by the Contractor] has taken effect, the Contractor shall promptly evaluate the Subcontract Works, Subcontract Goods and Subcontractor's Documents, and any other sums due to the Subcontractor for work executed in accordance with the Subcontract whether on or off the Site. If the Subcontract is terminated under Sub-Clause 15.1 [Termination of Main Contract], then the Contractor's evaluation shall have regard to the Engineer's valuation under Main Contract Clause 15.3 [Valuation at Date of Termination] . If the Subcontract is terminated under Sub-Clause 15.6 [Termination of Subcontract by the Contractor] then the Contractor's evaluation shall have regard to Sub-Clause 12.3 [Evaluation under the Subcontract] . The Contractor shall give notice, with supporting particulars, to the Subcontractor of this evaluation.

15.3 Payment after Termination of Main Contract

If the termination of the Subcontract arises from termination of the Main Contract or from the release of performance by the Contractor and/or Employer of the Main Contract under Main Contract Clause 19.7 [Re/ease from Performance under the Law] , the following shall be due and payable to the Subcontractor, insofar as these amounts or Costs have not been covered by payments already made to the Subcontractor: (a)

Subcontractor in his country, or to any other destination at no greater cost; the reasonable Cost of repatriation of all the Subcontractor's staff and labour employed wholly in connection with the Subcontract Works at the date of termination ; any other Cost or liability which in the circumstances was reasonably incurred by the Subcontractor in the expectation of completing the Subcontract Works; and any loss of profit or other loss or damage sustained by the Subcontractor as a result of this termination .

If the Main Contract has been terminated under Main Contract Clause 15.2 [Termination by Employer] , unless the Main Contract has been terminated as a consequence of any breach of the Subcontract by the Subcontractor, then payment by the Contractor of any of these amounts or Costs shall be due immediately after termination of the Subcontract. If Main Contract Clause 19.7 [Release from Performance under the Law] applies to the Main Contract or the Main Contract has been terminated under Main Contract Clause 16.2 [Termination by Contractor] or Main Contract Clause 19.6 [Optional Termination, Payment and Release], then payment by the Contractor to the Subcontractor of any of these amounts or Costs shall be due 7 days after receipt by the Contractor of any payment from the Employer which includes a sum in respect of this amount or 112 days after termination of the Subcontract, whichever is earlier. Any Subcontract Plant or materials shall become the property of (and be at the risk o~ the Employer when paid for by the Employer and the Subcontractor shall place the same at the Employer's disposal. Provided that: (i)

if the Main Contract has been terminated as a consequence of any breach of the Subcontract by the Subcontractor, no payment shall become due under this Sub-Clause and Sub-Clause 15.4 [Termination of the Main Contract in Consequence of Subcontractor Breach] shall apply; if the Main Contract has been terminated under Main Contract Clause 15.5 [Employer's Entitlement to Termination] or under Main Contract Clause 19.6 [Optional Termination, Payment and Release], or under Main Contract Clause 19. 7 [Release from Performance under the Law] then the Subcontractor shall have no entitlement to payment of any loss of profit; and nothing in this Sub-Clause shall affect any right of either Party to receive payment in respect of any breach of the Subcontract committed by the other Party prior to the termination, or any other right to payment under Subcontract.

15.4 Termination of Main If the Main Contract is terminated as a consequence of any breach of the Subcontract Contract in Consequence by the Subcontractor, the Subcontractor shall be entitled to payment of: of Subcontractor Breach (a) the value of the Subcontract Works, Subcontract Goods and Subcontractor's Documents, and any other sums due to the Subcontractor for work executed in accordance with the Subcontract, as evaluated in accordance with Sub-Clause 15.2 [Valuation at Date of Subcontract Termination], insofar as this value has not already been covered by payments made to the Subcontractor; less (b) any amounts recovered by the Employer from the Contractor under Main Contract Clause 15.4 [Payment after Termination] in respect of any extra Cost in executing, completing and remedying of any defects, damages for delay, and all other costs incurred by the Employer in completion of the Subcontract Works; and less Genernl Conditions

any losses and damages incurred by the Contractor as a result of such termination of the Main Contract and any liabilities incurred by the Contractor to other subcontractors which are attributable to such termination of the Main Contract.

Provided that this payment by the Contractor shall not become due until after the amounts under sub-paragraph (b) above have been ascertained under the Main Contract, which amounts shall be promptly notified to the Subcontractor by the Contractor. If the amount of sub-paragraph (a) above is less than the aggregate sum of the amounts of sub-paragraphs (b) and (c) above, the Contractor shall be entitled to recover the balance from the Subcontractor. 15.5 Notice to Correct under the Subcontract

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

15.6 Termination of Subcont ract by t he Contractor

The Contractor shall be entitled to terminate the Subcontract, without prejudice to any other rights or remedies under the Subcontract or otherwise, if any one or more of the events or circumstances set out in sub-paragraphs (a) to (D inclusive of Main Contract Clause 15.2 [Termination by Employer] are applicable to the Subcontractor's performance under the Subcontract. In any of these events or circumstances the Contractor may, upon giving 14 days' notice to the Subcontractor, terminate the Subcontract and expel the Subcontractor from the Site, except in the case of sub-paragraph (e) or (D of Main Contract Clause 15.2 [Termination by Employer] when the Contractor may by notice terminate the Subcontract immediately. In lieu of terminating the Subcontract, the Contractor may take part only of the Subcontract Works out of the hands of the Subcontractor and may execute and complete, or have executed and completed by others, this part of the Subcontract Works. In this event the Contractor may recover his Cost of so doing from the Subcontractor. If the Contractor terminates the Subcontract in accordance with this Sub-Clause, the provisions of the last three paragraphs of Main Contract Clause 15.2 [Termination by Employer] shall apply. If the Contractor terminates the Subcontract in accordance with this Sub-Clause the Subcontractor shall be entitled to payment -of: (i)

the value of the Subcontract Works, Subcontract Goods and Subcontractor's Documents, and any other sums due to the Subcontractor for work executed in accordance with the Subcontract, as evaluated in accordance with Sub-Clause 15.2 [Valuation at Date of Subcontract Termination], insofar as this value has not already been covered by payments made to the Subcontractor; less the amount of any losses and damages incurred by the Contractor, to the extent that such losses and damages are attributable to such termination of the Subcontract, and any extra Cost in executing, completing and remedying of any defects, damages for delay, and all other costs incurred by the Contractor in completion of the Subcontract Works.

Provided that this payment by the Contractor shall not become due until after the amount under sub-paragraph (ii) above has been ascertained.

ConcliU,;ns ot SubrA1ntract for Construction

If the amount of sub-paragraph (i) above is less than the amount of sub-paragraph (ii) above, the Contractor shall be entitled to recover the balance from the Subcontractor. Provided that nothing in this Sub-Clause shall affect the right of either Party to receive payment in respect of any breach of the Subcontract committed by the other Party prior to the termination, or any other right to payment specified under the Subcontract.

Su~ein and Termination by the Subcontractor 16.1 Subcontractor's Entitlement to Suspend Work

If the Contractor fails to pay any amount which is due to the Subcontractor pursuant to: Clause 14 [Subcontract Price and Payment] but subject to sub-paragraphs (a) to (d) of Sub-Clause 14.6 [Interim Subcontract Payments]; or a Subcontract DAB's decision,

the Subcontractor may, after giving not less than 21 days' notice to the Contractor, describing such failure of payment, suspend work (or reduce the rate of work) unless and until the Subcontractor receives payment. If the Subcontractor subsequently receives the payment described in the above notice before giving a notice of termination, the Subcontractor shall resume normal working as soon as is reasonably practicable. If the Subcontractor suffers delay and/or incurs Cost as a result of suspending work (or reducing the rate of work) in accordance with this Sub-Clause, the Subcontractor shall give notice to the Contractor and shall be entitled, subject to Sub-Clause 20.2 [Subcontractor's Claims], to an extension of time under Sub-Clause 8.4 [Extension of Subcontract Time for Completion] and payment of any Cost plus reasonable profit which shall be included in the Subcontract Price.

16.2 Termination by Subcontractor

within 28 days after giving notice in accordance with Sub-Clause 16.1 [Subcontractor's Entitlement to Suspend Work] the Subcontractor does not receive the payment described in that notice; the Contractor or the Employer becomes bankrupt or insolvent, goes into liquidation, has a receiving or administration order made against him, compounds with his creditors, or carries on business under a receiver, trustee or manager for the benefit of his creditors, or if any act is done or event occurs which (under applicable Laws) has a similar effect to any of these acts or events; or the Contractor substantially fails to perform his obligations under the Subcontract,

then the Subcontractor may upon giving notice to the Contractor, without prejudice to any other rights or remedies under the Subcontract or otherwise, terminate the Subcontract. In the case of sub-paragraphs (a) and (c) of this Sub-Clause, the Subcontractor shall give not less than 14 days notice, and in the case of subparagraph (b) of this Sub-Clause the Subcontractor may by notice terminate the Subcontract immediately. ~.~

16.3 Payment on Termination by Subcontractor

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

return the Subcontract Performance Security to the Subcontractor; and pay the Subcontractor the amounts and Costs set out in sub-paragraphs (a) to (e) of Sub-Clause 15.3 [Payment after Termination of Main Contract] insofar as these amounts or Costs have not been covered by payments already made to the Subcontractor.

Provided that nothing in this Sub-Clause shall affect the right of either Party to receive payment in respect of any breach of the Subcontract committed by the other Party prior to the termination, or any other right to payment under the Subcontract.

Ris1 a. 7ndemnities 17.1 Subcontractor's Risks and Indemnities

The Subcontractor shall have full responsibility for the care of the Subcontract Works and Subcontract Goods from the Subcontract Commencement Date until the Subcontract Works have been taken-over under Sub-Clause 10.2 [Taking-Over the Subcontract Works] or Sub-Clause 10.3 [Taking-Over by the Contractor] when responsibility for the Subcontract Works shall pass to the Employer or the Contractor, respectively. Provided that, after responsibility has so passed to the Employer or the Contractor, the Subcontractor shall: (a) (b) (c)

take responsibility for the care of any work which is outstanding on the date of taking-over until this outstanding work has been completed; be liable for any loss or damage caused by any actions performed by the Subcontractor; and be liable for any loss or damage which occurs and which arose from a previous event for which the Subcontractor was liable.

If any loss or damage happens to the Subcontract Works during the period when the Subcontractor is responsible for their care, the Subcontractor shall without delay rectify the loss or damage so that the Subcontract Works conform with the Subcontract. Provided that, and to the extent that, if any such loss or damage arises from: (i) (ii)

any cause for which the Subcontractor is responsible under the Subcontract, the rectification work shall be at the Subcontractor's risk and cost; any risk listed in Main Contract Clause 17 .3 (Employer's Risks], the Subcontractor shall promptly give notice to the Contractor, shall rectify this loss or damage to the extent required by the Engineer as confirmed by a Contractor's Instruction, and in all other respects Main Contract Clause 17.4 [Consequences of Employer's Risks] shall apply; any act or default of the Contractor or the Contractor's Personnel, the Subcontractor shall subject to Sub-Clause 20.3 [Subcontractor's Claims] be entitled to recover from the Contractor any Costs so incurred; any cause, other than those described in sub-paragraphs (i) to (iii) of this Sub-Clause, the Subcontractor shall be entitled to claim for the cost of such rectification work under the relevant insurance policy set out in Annex E.

The first paragraph of Main Contract Clause 17 .1 [Indemnities] shall apply to the Subcontractor's indemnities.

ot SubcGntmct ftx Consln1ctlon

17.2 Contractor's Indemnities

The Contractor shall indemnify and hold harmless the Subcontractor against and from all claims, damages, losses, and expenses (including legal fees and expenses) in respect of: (a) (b)

the matters as described in sub-paragraphs (d)(i), (ii) and (iii) of Main Contract Clause 18.3 [Insurance against Injury to Persons and Damage to Property]; a fault, error, defect, or omission in any element of the Contractor's design (if any) of the Permanent Works under the Main Contract other than design carried out by the Subcontractor pursuant to his obligations under the Subcontract; bodily injury, sickness, disease, or death, which is attributable to any negligence or wilful act or breach of the Main Contract by the Employer, the Employer's Personnel, the Contractor, the Contractor's Personnel, or any of their respective agents; bodily injury, sickness, disease, or death, which is attributable to any negligence, wilful act or breach of the Subcontract by the Contractor, the Contractor's Personnel, or any of their respective agents.

Provided that the Contractor's indemnities under this Sub-Clause do not extend to matters arising as a result of the Subcontractor's design (if any), the execution and completion of the Subcontract Works and the remedying of any defects. 17.3 Subcontract Limitation of Liability

Neither Party shall be liable to the other Party for loss of use of any Subcontract Works, loss of profit, loss of any contract or for any indirect or consequential loss or damage which may be suffered by the other Party in connection with the Subcontract, other than under Clause 15 [Termination of the Main Contract and Termination of the Subcontract by the Contractor] , Sub-Clause 16.3 [Payment on Termination by Subcontractor], Sub-Clause 17.1 [Subcontractor's Risks and Indemnities] and/or Sub-Clause 17.2 [Contractor's Indemnities]. The total liability of the Subcontractor to the Contractor under or in connection with the Subcontract, other than under Sub-Clause 7.1 [Subcontractor's Use of Equipment, Temporary Works, and/or Other Facilities], Sub-Clause 7.2 [Free-Issue Materials], Sub-Clause 8.7 [Subcontract Damages for Delay] and Sub-Clause 17.1 [Subcontractor's Risks and Indemnities], shall not exceed the sum stated in the Particular Conditions of Subcontract or (if a sum is not so stated) the Accepted Subcontract Amount. This Sub-Clause shall not limit liability in any case of fraud, deliberate default or reckless misconduct by the defaulting Party.

The Subcontractor shall effect and maintain insurance against the risks and in the sums and in the names specified in Annex E. The Subcontractor shall maintain these insurances from the Subcontract Commencement Date until the Subcontract Works have been taken-over in accordance with Sub-Clause 10.2 [Taking-Over of the Subcontract Works] or Sub-Clause 10.3 [Taking-Over by the Contractor]. Provided always that the Subcontractor shall insure the Subcontractor's Personnel and Main Contract Clause 18.4 [Insurance for Contractor's Personnel] shall apply. General Conditions

18.2 Insurance arranged by the Contractor and/ or the Employer

The Contractor shall effect and maintain the insurances for which he is responsible under the Main Contract, the details of which are set out in Annex E. The details of insurances (if any) to be arranged by the Employer under the Main Contract are as set out in Annex E. If the Employer fails to effect and keep in force such insurances, the Subcontractor shall subject to Sub-Clause 20.2 [Subcontractor's Claims] be entitled to recover from the Contractor any monies which should have been recoverable by the Subcontractor under such insurances. Where the Subcontractor discovers any inadequacy in these insurances or duplication with these insurances when reviewing the insurance coverage of the Subcontract Works or executing the Subcontract Works, he shall immediately notify the Contractor. If: (a)

the Subcontract Works, Subcontract Goods, or other things belonging to the Subcontractor are destroyed or damaged during the period that insurance under Main Contract Clause 18.2 [Insurance for Works and Contractor's Equipment] is required to be effected and maintained by the Contractor and/or the Employer; and a claim is established in respect of that which was destroyed or damaged under the relevant policy of insurance,

then, provided that this claim is paid by the relevant insurer(s), the Subcontractor shall be paid the amount of this claim less any deductible(s), or the amount of his loss, whichever is less, and shall apply this sum in replacing or repairing that which was destroyed or damaged.

18.3 Evidence of Insurance and Failure to Insure

Where by virtue of this Clause 18 [Subcontract Insurances] either Party is required to effect and maintain insurance, he shall if so requested by the other Party promptly provide evidence of that insurance and the receipt for the payment of the current premium. If either Party fails to effect and maintain any insurance it is required to effect and maintain under the Subcontract, or fails to provide satisfactory evidence of any insurance and the receipt for the payment of the current premium, without delay following a request for this evidence by the other Party, then the other Party may (at its option and without prejudice to any other right or remedy) effect and maintain insurance for the relevant coverage and pay the premiums due. The Party in default shall then pay the amount of these premiums plus any extra expense incurred in effecting this insurance to the other Party as an adjustment to the Subcontract Price.

Su~.Qct Force Majeure

19.1 Subcontract Force Majeure

The provisions of Main Contract Clause 19 [Force Majeure] shall apply to the Subcontract.

bcontractor's Claims and Disputes Without prejudice to the generality of Clause 4 [The Subcontractor], whenever the Contractor is required by the terms of the Main Contract to give any notice or other

Condilk1ns ot Subcontract tor Construction

information to the Engineer or to the Employer, or to keep contemporary records (whether in relation to a claim or otherwise), to the extent that these terms apply to the Subcontract Works the Subcontractor shall give a similar notice or other information in writing to the Contractor and keep the contemporary records that will enable the Contractor to comply with these terms of the Main Contract. The Subcontractor shall do so in good time to enable the Contractor to comply with these terms. Provided always that the Subcontractor shall be excused from any non-compliance with this requirement for so long as he could not have reasonably known of the Contractor's need of the notice or information from him or the contemporary records. Notwithstanding Sub-Clause 20.2 [Subcontractor's Claims] and Sub-Clause 3.3 [Contractor's Claims in connection with the Subcontract], each Party shall immediately give notice to the other Party of any delay event which has occurred, or specific probable future event(s) or circumstance(s), which may adversely affect the other Party's activities, or delay the execution of the Subcontract Works and/or the Main Works. The Subcontractor shall immediately give notice to the Contractor of any event which has occurred , or specific probable future event(s) or circumstance(s), which may increase the Subcontract Price and/or the Contract Price.

20.2 Subcontractor's Claims

If the Subcontractor considers himself to be entitled to any extension of the Subcontract Time for Completion and/or any additional payment, under any Clause of these Conditions or otherwise in connection with the Subcontract, Main Contract Clause 20.1 [Contractor's Claims] shall apply to Subcontractor's claims. Save that: (a)

the period of notice applicable to Subcontractor's claims shall be not later than 21 days after the Subcontractor became aware (or should have become aware) of the event or circumstance giving rise to the claim . If the Subcontractor fails to give notice of a claim within such period of 21 days, the Subcontract Time for Completion shall not be extended, the Subcontractor shall not be entitled to additional payment, and the Contractor shall be discharged from all liability in connection with the claim; the period for submission by the Subcontractor of a full detailed claim shall be not later than 35 days after the Subcontractor became aware (or should have become aware) of the event or circumstance giving rise to the claim, or within such other period as may be proposed by the Subcontractor and approved by the Contractor; the reference to 'Payment Certificate' shall be replaced by "interim payment made to the Subcontractor under Sub-Clause 14.6 [Interim Subcontract Payments]"; and in lieu of the penultimate paragraph of Main Contract Clause 20.1 [Contractor's Claims] the following shall apply: The Contractor shall consult with the Subcontractor in an endeavour to reach agreement on the extension of the Subcontract Time for Completion and/ or additional payment to which the Subcontractor may be entitled for his claim. If agreement is not reached, the Contractor shall within 49 days after receiving from the Subcontractor a fully detailed claim or any further particulars requested by the Contractor, or within such other time period agreed between the Parties: (i)

(ii) General GondiU011s

make a fair decision, having due regard to the Subcontractor's submissions, the extent to which his claim for additional payment and/ or extension of time has been substantiated, and all other relevant circumstances; notify the Subcontractor, with reasons and making reference to this

sub-paragraph, of the appropriate and applicable additional payment (if any) and/or extension (if any) of the Subcontract Time for Completion; and make the additional payment (if any) to the Subcontractor, and grant the extension (if any) of the Subcontract Time for Completion.

Each Party shall give effect to each agreement reached or decision made under this Sub-Clause unless and until revised under this Clause 20 [Notices, Subcontractor's

Claims and Disputes].

20.3 Failure to Comply

If by reason of any failure by the Subcontractor to comply with the first paragraph of Sub-Clause 20.1 [Notices] and/or the provisions of Sub-Clause 20.2 [Subcontractor's Claims] the Contractor is prevented from recovering any sum other than in respect of Subcontractor's claims from the Employer under the Main Contract in respect of the Subcontract Works, then, without prejudice to any other remedy of the Contractor for this failure the Contractor shall, subject to Sub-Clause 3.3 [Contractor's Claims] , be entitled to deduct this sum from the Subcontract Price.

20.4 Subcontract Disputes

If a dispute (of any kind whatsoever) arises between the Contractor and the Subcontractor in connection with, or arising out of, the Subcontract or the execution of the Subcontract Works, then either Party may give a notice of this dispute to the other Party (the 'Notice of Dispute'). In any Notice of Dispute given by the Contractor or within 14 days of receiving a Notice of Dispute from the Subcontractor, the Contractor may notify the Subcontractor, with reasons, of his opinion that the dispute involves an issue or issues which is/are also involved in a dispute between the Contractor and the Employer under the Main Contract. If the Contractor so notifies the Subcontractor: (a)

the Parties shall defer any referral of the dispute to the Subcontract DAB until a date that is no earlier than 112 days, or other period as may be agreed between the Parties, after the date of the Notice of Dispute; if the subject of the Subcontract dispute has not previously been referred to the Main Contract DAB, the Contractor shall refer the subject of Subcontract dispute to the Main Contract DAB, with a copy to the Subcontractor, in accordance with Main Contract Clause 20.4 [Obtaining Dispute Adjudication Board's Decision] within 28 days, or other period as may be agreed between the Parties, of the Notice of Dispute. If Main Contract Clause 20.8 [Expiry of Dispute Adjudication Board's Appointment] applies under the Main Contract, the Contractor shall immediately give notice to the Subcontractor; and the Subcontractor shall, in good time, afford the Contractor all information and assistance that may reasonably be required to enable the Contractor to diligently pursue his dispute which includes the subject of the Subcontract dispute under the Main Contract

Provided that, if the Subcontract dispute is not referred to the Main Contract DAB within the time stated in sub-paragraph (b) of this Sub-Clause, or if Main Contract Clause 20.8 [Expiry of Dispute Adjudication Board's Appointment] applies under the Main Contract, either Party shall immediately after that be entitled to refer the Subcontract dispute to the Subcontract DAB and sub-paragraph (a) of this SubClause shall no longer apply. At any time after the expiry of the time stated or otherwise agreed in sub-paragraph (a) of this Sub-Clause:

Conditions ot Subcontract for Construction

the Contractor shall be entitled to refer the Subcontract dispute to the Subcontract DAB; or the Subcontractor shall, at his option, be entitled to refer the Subcontract dispute to the Subcontract DAB or to arbitration under Sub-Clause 20.7 [Subcontract Arbitration].

If the Contractor does not notify the Subcontractor that the Subcontract dispute involves an issue or issues which is/are also involved in a dispute between the Contractor and the Employer under the Main Contract in any Notice of Dispute given by the Contractor, or within 14 days of receiving a Notice of Dispute from the Subcontractor, either Party shall be entitled to refer the Subcontract dispute to the Subcontract DAB. Unless the Subcontract has already been abandoned, repudiated or terminated, the Subcontractor shall proceed with the Subcontract Works in accordance with the Subcontract.

20.5 Appointment of the Subcontract DAB

Disputes between the Contractor and the Subcontractor shall be decided by a Subcontract DAB, which shall be jointly appointed by the Parties within 42 days after the date of a Notice of Dispute or, where applicable, within 42 days after the date of expiry of the time stated or otherwise agreed in sub-paragraph (a) of Sub-Clause 20.4 [Subcontract Disputes]. Unless it is stated in the Appendix to the Subcontractor's Offer that it shall comprise three members, the Subcontract DAB shall comprise one suitably qualified person. If the Parties fail to agree upon the appointment of (any member of) the Subcontract DAB within 42 days after the date of a Notice of Dispute, or upon the appointment of a replacement person within 42 days after the appointed person declines or is unable to act, then the President of FIDIC or a person appointed by the President shall, upon the request of either or both Parties and after due consultation with both Parties, appoint the (member of the) Subcontract DAB. This appointment shall be final and conclusive. Each Party shall be responsible for paying one-half of the remuneration of the appointing entity or official. The appointment of the Subcontract DAB may be terminated by mutual agreement of both Parties, but not by the Contractor or the Subcontractor acting alone. Unless otherwise agreed by both Parties, the appointment of the Subcontract DAB shall expire when the Subcontract DAB has given its decision on the dispute referred to it under Sub-Clause 20.6 [Obtaining Subcontract DAB's Decision], unless other disputes have been referred to the Subcontract DAB by that time under Sub-Clause 20.6 [Obtaining Subcontract DAB's Decision], in which event the relevant date shall be when the Subcontract DAB has also given decisions on those disputes. In all other respects Main Contract Clause 20.2 [Appointment of the Dispute Adjudication Board] shall apply to the appointment of the Subcontract DAB, except that: (a) (b)

the provisions relating to payment of retainer fees in the General Conditions of Dispute Adjudication Agreement, and Rules 1 to 4 of the Procedural Rules annexed to the General Conditions of Dispute Adjudication Agreement,

shall not apply.

Obtaining Subcontract DAB's Decision

Either Party may, subject to Sub-Clause 20.4 [Subcontract Disputes], refer a Subcontract dispute in writing to the Subcontract DAB for its decision with a copy

to the other Party. The reference shall state that it is given under this Sub-Clause. In all respects, other than as stated in this Sub-Clause, Main Contract Clause 20.4 [Obtaining Dispute Adjvdication Board's Decision] shall apply to the resolution of the Subcontract dispute. The reference to Main Contract Clause 20.8 [Expiry of Dispute Adjudication Board's Appointment] shall not apply. The Subcontract DAB's decision shall be binding on both Parties unless and until it shall be revised in an amicable settlement as described below, or an arbitral award in accordance with Sub-Clause 20.7 [Subcontract Arbitration]. If either Party serves a notice of dissatisfaction with the Subcontract DAB's decision within 28 days of that decision, both Parties shall attempt to settle the Subcontract dispute amicably before the commencement of arbitration. However, unless both Parties agree otherwise, arbitration may be commenced on or after the twenty-eighth day after notice of dissatisfaction was given even if no attempt at amicable settlement has been made. In the event that a Party fails to comply with any decision of the Subcontract DAB, then the other Party may, without prejudice to any other rights it may have, refer the failu re itself to arbitration under Sub-Clause 20.7 [Subcontract Arbitration] for the purpose of obtaining an award (whether interim or other) to enforce that decision. There shall be no requirement to obtain a Subcontract DAB 's decision or to attempt to reach amicable settlement in respect of this reference. 20.7 Subcontract Arbitration

Unless settled amicably, any Subcontract dispute in respect of which the Subcontract DAB's decision (if any) has not become final and binding shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce and Main Contract Clause 20.6 Virbitration] shall apply to the Subcontract dispute except that the dispute may be settled by one arbitrator appointed in accordance with the Rules .

Con(!il.k1ns ot Sl1bcontmct for Constn1ctlon

INDEX AND INDEX OF SUB-CLAUSES Sub-Clause Accepted Subcontract Amount Access to the Site Access to the Subcontract Works Adjustments for Changes in Cost, Subcontract Adjustments for Changes in Legislation, Subcontract Advance Payment, Subcontract Agreement, Subcontract Approvals Arbitration, Subcontract As-Built Documents Assignment of Subcontract Assistance by the Contractor

Bill of Quantities, Subcontract Breach, Termination of Main Contract in Consequence of Subcontractor

Care of the Subcontract Works Certificate, Performance Certificates Cessation of the Contractor's Liability Claims, Contractor's, in connection with the Subcontract Claims, Employer's in connection with the Main Contract Claims, Subcontractor's Commencement of Subcontract Works Communications, Language for Communications, Subcontract Completion of Subcontract Works Completion, Main Contract Tests on Completion, Subcontract Tests on Completion, Subcontract Time for Compliance with Main Contract Comply, Failure to Confirmations Consents Contractor Contractor's Application for Interim Payment Certificate Contractor's Claims in connection with the Subcontract Contractor's Indemnities Contractor's Instructions Contractor's Letter of Acceptance Contractor's Liability, Cessation of Contractor's Subcontract Representative Co-operation under the Subcontract Co-ordination of Main Works Correct, Notice to, under the Subcontract Cost, Subcontract Adjustments for Changes in Currencies of Payment, Subcontract DAB, Appointment of the Subcontract General Conditf(>t1s

1.1.1 3.2 4.3 13.5 13.4 14.2

20.2 8.1 1.8 1.4 10.1

1.6 1.6 1.1.4 14.5 3.3

6.3 6.1 3.5 15.5 13.5 14.11 20.5

DAB's Decision, Obtaining the Subcontract Damages for Delay, Subcontract Date of Subcontract Termination, Valuation at Daywork, Subcontract Decision, Obtaining the Subcontract DAB's Decisions Defects Notification Period, Subcontract Definitions, Subcontract Delay Damages, Subcontract Delayed Payment under the Subcontract Determinations under the Main Contract Disputes, Amicable Settlement of Disputes, Arbitration of Disputes, Subcontract Documents, Main Contract Documents, Priority of Subcontract Documents, Subcontractor's

20.6 8.7 15.2 13.6 20.6 1.6 11.2 1.1 8.7 14.9 2.3 20.6 20.7 20.4 2.5 1.5 4.4

Employer Employer, No Privity of Contract with Employer's Claims in connection with the Main Contract Engineer Entitlements under the Main Contract, Rights, and Remedies Equipment, Subcontractor's Equipment, Subcontractor's Use of Evaluation under the Subcontract Evidence of Insurance and Failure to Insure Extension of Subcontract Time for Completion

1.1.8 1.10 3.4 1.1 .9 2.4 7.5 7.1 12.3 18.3 8.4

Facilities, Other, Subcontractor's Use of Failure to Comply Failure to Insure Final Subcontract Payment Force Majeure Free-Issue Materials

7.1 20.3 18.3 14.8 19.1 7.2

General Obligations, Subcontractor's Goods, Subcontract

Headings and Marginal Notes

Indemnities, Contractor's Indemnities, Subcontractor's Risks and Instructions and Determinations under the Main Contract Instructions, Contractor's Insurance arranged by the Contractor and/or the Employer Insurance, Evidence of Insure, Failure to Insure, Subcontractor's Obligation to Interim Payment Certificate, Contractor's Application for Interim Subcontract Payments Interpretation, Subcontract

17.2 17.1 2.3 3.1 18.2 18.3 18.3 18.1 14.5 14.6 1.3

Joint and Several Liability under the Subcontract

Language, Subcontract Law and

Conditkin$ ot Subcontmct kx ConstrucU011

Law, Subcontract, and Language Legislation, Subcontract Adjustments for Changes in Liability, Cessation of Contractor's Liability, under the Subcontract, Joint and Several Liability, Subcontract Limitation of

1.8 13.4 14.10 1.7 17.3

Main Contract Main Contract, Compliance with Main Contract Documents Main Contract, Employer's Claims in connection with the Main Contract, Instructions and Determinations under Main Contract, Payment after Termination of Main Contract, Rights, Entitlements and Remedies under Main Contract, Subcontractor's Knowledge of Main Contract, Termination of Main Contract Tests on Completion Main Works Main Works, Co-ordination of Marginal Notes, Headings and Materials, Free-Issue Materials, Ownership of Subcontract Plant and Measurement of Subcontract Works Money, Payment of Retention, under the Subcontract Monthly Statements, Subcontractor's

1.1.11 2.2 2.5 3.4 2.3 15.3 2.4

Notice to Correct under the Subcontract Notices Notification Period, Defects, Subcontract

Obligation, Subcontractor's, to insure Obligations, Subcontractor's, after Taking-Over Obligations, Subcontractor's General Omissions Other Facilities, Subcontractor's Use of Other subcontractors Others, Persons in the Service of Ownership of Subcontract Plant and Materials

18.1 11 .1 4.1 12.3 7.1 6.1 6.2 7.4

Payment after Termination of Main Contract Payment, Delayed Payment, Final Subcontract Payment of Retention Money under the Subcontract Payment on Termination by Subcontractor Payment, Subcontract Advance Payment, Subcontract Currencies of Payments, Interim Subcontract Performance Certificate Performance Security, Subcontract Period, Defects Notification Persons in the Service of Others Plant and Materials, Ownership of Subcontract Price, The Subcontract Priority of Subcontract Documents Privity of Contract with Employer, No Programme, Subcontract General Conditions

2.1 15.1 9.2 1.1.14 3.5 1.2 7.2 7.4 12.1 14.7 14.3

15.3 14.9 14.8 14.7 16.3 14.2 14.11 14.6 11.3 4.2 11.2 6.2 7.4 14.1 1.5 1.10 8.3

Progress Reports, Subcontract Proposal, Request for, Subcontract Variation

Quantity Estimated and Quantity Executed

Remedies under Main Contract, Rights, Entitlements and Reports, Subcontract Progress Representative, Contractor's Subcontract Representative, Subcontractor's Request for Proposal for Subcontract Variation Retention Money, Payment of, under the Subcontract Rights under the Main Contract, Entitlements and Remedies Risks and Indemnities, Subcontractor's Security, Subcontract Performance Settlement, Amicable Site, Access to the Statements, Subcontractor's Monthly Subcontract Agreement Subcontract, Assignment of Subcontract Communications Subcontract DAB, Appointment of the Subcontract DAB, Obtaining Decision of the Subcontract Damages for Delay Subcontract Definitions Subcontract Documents, Priority of Subcontract Limitation of Liability Subcontract Materials, Ownership of Plant and Subcontract Performance Security Subcontract Plant, Ownership of Subcontract Price Subcontract Programme Subcontract Progress Reports Subcontract Representative, Contractor's Subcontract, Termination by Contractor Subcontract Tests on Completion Subcontract Time for Completion Subcontract Time for Completion, Extension of Subcontract Variation, Request for Proposal for Subcontract Variations, Valuation of Subcontract Works, Access to the Subcontract Works, Commencement of Subcontract Works, Completion of Subcontract Works, Measurement of Subcontract Works, Suspension of, by the Contractor Subcontract Works, Taking-Over the Subcontract Works, Variation of Subcontracting Subcontractor Subcontractor Breach, Termination of Main Contract in Consequence of Subcontractor, Payment on Termination by Subcontractor, Termination by Subcontractor's Documents Subcontractor's Entitlement to Suspend Works Subcontractor's Equipment

8.7 1.1 1.5 17.3 7.4 4.2 7.4