FIDIC is the International Federation of Consulting Engineers comprised of National Associations whose members comply with FIDIC's Code

of Ethics FIDIC was founded in 191 by three national associations of independent consulting engineers within Europe! "he ob#ecti$es of forming the federation were to promote in common the professional interests of the member associations and to disseminate information of interest to members of its component national associations! "oday FIDIC membership numbers %& countries from all parts of the globe' representing most of the independent consulting engineers in the world! FIDIC arranges seminars' conferences and other e$ents in the furtherance of its goals( maintenance of high ethical and professional standards) e*change of $iews and information) discussion of problems of mutual concern among member associations and representati$es of the international financial institutions) and de$elopment of the engineering profession in de$eloping countries! FIDIC publications include proceeding of the $arious conferences and seminars' information for consulting engineers' pro#ect owners and international de$elopment agencies' standard pre+,ualification forms contract documents and client-consultant agreements! "hey are a$ailable from the FIDIC secretariat in .wit/erland!

0Copyright FIDIC 1991 All rights reser$ed! No part of this publication may be reproduced or transmitted in any form or by any means without permission of the publisher! 2ublished by Federation Internationale des Ingenieurs+Conseils 3FIDIC4 2!5! 6o* 7& 1888 9ausanne 1: .wit/erland 2hone ; 11 :1 &% %8 8 Fa* ; 11 :1 &% %1 :

CONDITIONS OF SUBCONTRACT FOR WORKS OF CIVIL ENGINEERING CONSTRUCTION

2art I + <eneral Conditions 2art II + <uidance for the 2reparation of Conditions of 2articular Application =ith Forms of 5ffer and Agreement

3For use in con#unction with the Conditions of Contract for =or>s of Ci$il Engineering Construction' Fourth Edition 197? @eprinted 199: with further amendments4 1st Edition 1991

FOREWORD
"he terms of the Conditions of .ubcontract for =or>s of Ci$il Engineering Construction ha$e been prepared by the Fdration Internationale des Ingnieurs Conseils 3FIDIC4 and are recommended for use in con#unction with the Conditions of Contract for =or>s of Ci$il Engineering Construction 3Fourth Edition 197?' @eprinted 199: with Further Amendments "he Conditions' sub#ect to minor modifications' are e,ually suitable when the .ubcontractor has been nominated by the Employer! "he $ersion in English of the Conditions is considered by FIDIC as the official and authentic te*t for the purpose of translation! In the preparation of the Conditions of .ubcontract it was recogni/ed that while there are numerous Clauses which will be generally applicable there are some Clauses which must necessarily $ary to ta>e account of the circumstances and locality of the .ubcontract =or>s! "he Clauses of general application ha$e been grouped together in 2art I of this document and are referred to as 2art 1 + <eneral Conditions! "hey ha$e been printed in a form' which will facilitate their inclusion as printed in the subcontract documents normally prepared! "he <eneral Conditions are lin>ed with the Conditions of 2articular Application' referred to as 2art II of the .ubcontract' by the corresponding numbering of the Clauses' so that 2arts I and II together comprise the Conditions of .ubcontract go$erning the rights and obligations of the parties! "he Conditions of 2articular Application must be specially drafted to suit each indi$idual .ubcontract! "he guidance in 2art II of this document is intended to aid! in this tas> by gi$ing options for $arious clauses where appropriate! Ase of clauses in 2art II may be necessary or appropriate for one or more reasons' of which the following' are e*amples( 3i4 =here the wording in 2art 1 specifically re,uires that further information is to be included in 2art II and the Conditions of .ubcontract would not be complete without that information' namely in .ub+ Clauses 1!1 paragraphs 3a43i4' 3ii4 and 3i$4' 3b43i4 and 3e43ii4'!:! ' &!1' 1%!1 and 1%!:! 3ii4 =here the wording in 2art I indicates that supplementary information may be included in 2art II' but the Conditions of .ubcontract would still be complete without any such information' namely in .ub+ Clauses 1!1' %!:' %! ' &!:' ?! ' 1:!1' 19!1' 19!: and Clause ::! 3iii4 =here the type' circumstances or locality of tile .ubcontract =or>s necessitate additional Clauses or .ub+Clauses 3for e*ample' when the .ubcontractor has been nominated by the Employer4! 3i$4 =here the go$erning law or e*ceptional circumstances necessitate an alteration in 2art I! .uch alterations should be effected by stating in 2art II that a particular Clause' or part of a Clause' in 2art I is deleted and gi$ing the substitute Clause' or part' as applicable! In 2art II' in the case of some Clauses' e*ample wording is pro$ided! In other cases' howe$er' only guidance for drafting purposes is gi$en! 6efore incorporating any e*ample wording it must be chec>ed to ensure that it is wholly suitable for the particular circumstances and' if not' it must be $aried! =here e*ample wording is $aried and in all cases where additional material is included in 2art II' care must be ta>en to ensure that no ambiguity is created with 2art I or between the Clauses in 2art II!

ACKNOWLEDGEMENTS FIDIC e*tends special than>s to Christopher @! .eppala and Bauri/io @aga//i' =hite C Case' 2aris' for acting as the principal drafters of this document! "his contribution to FIDIC and the profession is highly appreciated! "he draft was re$iewed initially by Bario Asin of "AB.' A.A and Edward Corbett of Corbett C Co!' AD and subse,uently by the =orld 6an>' European International Contractors' the International 6ar Association and Con.pec' all of whom pro$ided $aluable comments! Ad$ice on insurance matters was pro$ided by Bartyn E+ Ni*on of =illis Corroon' 9ondon! "he preparation was carried out under the general direction of the FIDIC Contracts Committee comprising D!6! 3"ony4 Norris' Consulting Engineer' AD) Bichael Bortimer+Faw>ins of .wed2ower' .weden) and Eohn 6owcoc> of' .ir Ale*ander <ibb C 2artners 9td!AD! FIDIC wishes to record its appreciation of the time and effort de$oted by all the abo$e! "he ultimate decision on the form and content of the document rests with FIDIC!

CONTENTS PART I: GENERAL CONDITIONS Definitions and Inte ! etation

1!1! 1!:! 1! ! 1!1! 1!%! 1!&! Definitions Feadings and Barginal Notes Interpretation .ingular and 2lural Notices' Consents' Appro$als' Certificates' Confirmations and Determinations Instructions in =riting

Gene a" O#"i$ations

:!1! :!:! :! ! :!1! :!%! .ubcontractorGs <eneral @esponsibilities 2erformance .ecurity 2rogramme to be submitted by .ubcontractor Assignment of .ubcontract .ub+Contracting

S%#&ont a&t Do&%'ents

!1! !:! ! ! !1! 9anguage-s <o$erning 9aw .ubcontract Agreement 2riority of .ubcontract Documents

Main Cont a&t

1!1! 1!:! 1! ! 1!1! .ubcontractorGs Dnowledge of Bain Contract .ubcontractorGs @esponsibilities in @elation to .ubcontract =or>s No 2ri$ity of Contract with Employer 2ossible Effects of .ubcontractorGs 6reaches of .ubcontract

Te'!o a ( Wo )s* Cont a&to +s E,%i!'ent and-o Ot.e Fa&i"ities /if An(0
%!1! %!:! %! ! %!1! .ubcontractorGs Ase of "emporary =or>s .ubcontractorGs Ase of ContractorGs E,uipment and-or Facilities 3if Any4 in Common with 5ther .ubcontractors .ubcontractorGs E*clusi$e Ase of ContractorGs E,uipment and-or 5ther Facilities 3if Any4 Indemnification for Bisuse of "emporary =or>s' ContractorGs E,uipment and-or 5ther Facilities 3if Any4

Site Wo )in$ and A&&ess

&!1! =or>ing hours on .ite) .ubcontractorGs Compliance with @ules and @egulations &!:! A$ailability of .ite to .ubcontractor and Access to site &! ! .ubcontractorGs 5bligation to 2ermit Access to subcontract =or>s

Co''en&e'ent and Co'!"etion

?!1! Commencement of .ubcontract =or>s) .ubcontractorGs "ime for Completion ?!:! E*tension of .ubcontractorGs "ime for Completion ?! ! ContractorGs 5bligation to Notify

Inst %&tions and De&isions

7!1! Instructions and Decisions under Bain Contract 7!:! Instructions under .ubcontract

Va iations
9!1! Hariations of .ubcontract =or>s 9!:! Instructions for Hariations

Va"%ation of Va iations
18!1! Banner of Haluation 18!:! Assessment of Halue of Hariations 18! ! Haluation by @eference to Beasurement under Bain Contract 18!1! Iuantity Estimated and Iuantity E*ecuted 18!%! Daywor>

Noti&es and C"ai's

11!1! Notices 11!:! Claims 11! ! Effects of Failure to <i$e Notice

S%#&ont a&to +s E,%i!'ent* Te'!o a ( Wo )s and Mate ia"s

1:!1! Incorporation by @eference

Inde'nities
1 !1! .ubcontractorGs 5bligation to Indemnify 1 !:! ContractorGs 5bligation to Indemnify

O%tstandin$ Wo ) and Defe&ts

11!1! .ubcontractorGs 5bligations before "a>ing+5$er 11!:! .ubcontractorGs 5bligations after "a>ing+5$er 11! ! Defect Caused by ContractorGs Act or Default

Ins% an&es
1%!1! .ubcontractorGs 5bligation to Insure 1%!:! ContractorGs 5bligation to Insure) .ubcontract =or>s at .ubcontractorGs @is> 1%! ! E$idence of Insurance) @emedy on Failure to Insure

Pa('ent
1&!1! .ubcontractorGs Bonthly .tatements 1&!:! ContractorGs Bonthly .tatements 1&! ! 2ayment Due) 2ayment =ithheld or Deferred) Interest 1&!1! 2ayment of @etention Boney 1&!%! 2ayment of .ubcontract 2rice and 5ther .ums Due 1&!&! Cessation of ContractorGs 9iability

Te 'ination of Main Cont a&t

1?!1! "ermination of .ubcontract 1?!:! 2ayment after "ermination 1?! ! "ermination of Bain Contract in Conse,uence of 6reach of .ubcontract

Defa%"t of S%#&ont a&to

17!1! "ermination of .ubcontract 17!:! ContractorGs and .ubcontractorGs rights and 9iabilities upon "ermination 17! ! ContractorGs 2owers

Sett"e'ent of Dis!%tes
19!1! Amicable .ettlement and Arbitration 19!:! Dispute in Connection with or Arising out of Bain Contract "ouching or concerning .ubcontract =or>s

Noti&es and Inst %&tions

:8!1! <i$ing of Notices and Instructions :8!:! Change of Address

C.an$es in Cost and Le$is"ation

:1!1! Increase of Decrease of Cost :1!:! .ubse,uent 9egislation

C% en&( and Rates of E1&.an$e

::!1! Currency @estrictions ::!:! @ates of E*change

REFERENCE TO PART II PART II: GUIDANCE FOR T2E PREPARATION OFCONDITIONS OF PARTICULAR APPLICATION
1! :! ! 1! %! &! ?! 1:! 11! 1%! 1&! 19! ::! Definitions and Interpretation <eneral 5bligations .ubcontract Document Bain Contract "emporary =or>s' ContractorGs E,uipment and-or 5ther Facilities 3if Any4 .ite wor>ing and Access Commencement and Completion .ubcontractorGs E,uipment' "emporary wor>s and Baterials 5utstanding =or> and Defects Insurances 2ayment .ettlement of Disputes Currency and @ates of E*change

SUBCONTRACTOR+S OFFER APPENDI3 TO SUBCONTRACTOR+S OFFER SUBCONTRACT AGREEMENT

PART 4 5 GENERAL CONDITIONS

Definitions and Inte ! etation Definitions 1!1 In the .ubcontract 3as hereinafter defined4 all words and e*pressions shall ha$e the same meanings as are respecti$ely assigned to them in the Bain Contract 3as hereinafter defined4 e*cept where the conte*t otherwise re,uires and e*cept that the following words and e*pressions shall ha$e the meanings hereby assigned to them( 3a4 3i4 JEmployerJ means the person named as such in 2art II of the Conditions of .ubcontract and the legal successors in title to' or assignees of' such person' as the Contractor shall notify the .ubcontractor' from time to time! 3ii4JContractorJ means the person named as such in 2art II of the Conditions of .ubcontract and the legal successors in title to such person' but not 3e*cept with the consent! of the .ubcontractor4 any assignee of such person! 3iii4 J.ubcontractorJ means the person whose offer has been accepted by the Contractor and the legal successors in title to such person' but not 3e*cept with the consent of the Contractor4 any assignee of such person! 3i$4 JEngineerJ means the person appointed by the Employer to act as Engineer for the purposes of the Bain Contract and named as such in 2art II of the Conditions of .ubcontract! 3b4 3i4 JBain ContractJ means the contract entered into between the Employer and the Contractor' particulars of which are gi$en in 2art II of the Conditions of .ubcontract! 3ii4J.ubcontractJ means the Conditions of .ubcontract 32arts I and II4' the .ubcontract .pecification' the .ubcontract Drawings' the .ubcontract 6ill of Iuantities' the .ubcontractor's 5ffer' the Contractor's 9etter of Acceptance' the .ubcontract Agreement 3if completed4 and such further documents as may be e*pressly incorporated in the Contractor's 9etter of Acceptance or .ubcontract Agreement 3if completed4! 3iii4 J.ubcontract .pecificationJ means the specification of the .ubcontract =or>s included in the .ubcontract and any modification thereof or addition thereto made pursuant to Clause 9! 3i$4 J.ubcontract DrawingsJ means all drawings' calculations and technical information of a li>e nature under the .ubcontract! 3$4 J.ubcontract 6ill of IuantitiesJ means the priced and completed bill of ,uantities forming part of the .ubcontractor's 5ffer! 3$i4 J.ubcontractor's 5fferJ means the .ubcontractor's priced offer to the Contractor for the e*ecution and completion of the .ubcontract =or>s and the remedying of any defects therein in accordance with the pro$isions of the .ubcontract' as accepted by the Contractor's 9etter of Acceptance! 3$ii4 JContractor's 9etter of AcceptanceJ means the formal acceptance by the Contractor of the .ubcontractor's 5ffer! 3$iii4J.ubcontract AgreementJ means the subcontract agreement 3if any4 referred to in .ub+Clause ! ! 3i*4KAppendi* to .ubcontractor's 5fferJ means the appendi* comprised in the form of .ubcontractor's 5ffer anne*ed to the Conditions of .ubcontract! 3L4JConditions of .ubcontractJ means 2arts I and F of the Federation Internationale des Ingenieurs+ Conseils' JConditions of .ubcontract for =or>s of Ci$il Engineering Construction 3for use in con#unction with the Condition+' of Contract for =or>s of Ci$il Engineering Construction' Fourth Edition 197+i @eprinted 199: with further amendments4J' 1991' as adapted by the Contractor and the .ubcontractor and forming part of the .ubcontract!

3*i4 JConditions of Bain ContractJ means 2art I of the Federation Internationale des Ing&nieurs+Conseils'
JConditions of Contract for =or>s' of Ci$il Engineering Construction' Fourth Edition 197? @eprinted 199: with 0er amendmentsJ' and 2art F of such Conditions as adapted by the Employer and the Contractor' which form part of the Bain Contract! 3c4 3i4 J.ubcontractor's Commencement DateJ means the date upon which+ the .ubcontractor recei$es the notice to commence issued by the Contractor pursuant to .ub+Clause ?!1! 3ii4J.ubcontractor's "ime for CompletionJ means the time for completion of the .ubcontract =or>s' or any .ection thereof as stated in the Appendi* to .ubcontractor's 5ffer 3or as e*tended under Clause ?4 calculated from the .ubcontractor's Commencement Date! 3d4 J.ubcontract 2riceJ means the sum stated in the Contractor'0 9etter of Acceptance as payable to the .ubcontractor for the e*ecution and completion of the .ubcontract =or>s and the remedying of any defects therein in accordance with the pro$isions of the .ubcontract! 3e4 3i4 JBain =or>sJ means the =or>s as defined in the Bain Contract! 3ii4 J.ubcontract =or>sJ means the wor>s described in 2art F! of the Conditions of .ubcontract! 3iii4 J.ubcontractor's E,uipmentJ mea+'is all appliances and things of whatsoe$er nature 3other than "emporary =or>s4 re,uired for the e*ecution and completion of the .ubcontract =or>s and the remedying of any defects therein' but does not include 2lant' materials or other things intended to form or forming part of the .ubcontract =or>s! 2eadin$s and Ma $ina" Notes 1!: "he headings and marginal notes in the Conditions of .ubcontract shall not be deemed part thereof or be ta>en into consideration in the interpretation or Construction thereof or of the .ubcontract! Inte ! etation 1! =ords importing persons or parties shall include firms and corporations and any organi/ation ha$ing legal capacity! Sin$%"a and P"% a" 1!1 =ords importing the singular only also include the plural and $ice $ersa where the conte*t re,uires! Noti&es* Consents* A!! o6a"s* Ce tifi&ates* Confi 'ations and Dete 'inations 1!% '=here$er in the .ubcontract pro$ision is made for the gi$ing or issue of any notice' consent' appro$al' certificate' confirmation or determination by any person' unless otherwise specified such notice' consent' appro$al' certificate' confirmation or determination shall be in writing and the words JnotifyJ' JcertifyJ' JconfirmJ or JdetermineJ shall be construed accordingly! Any such notice' consent' appro$al' certificate' confirmation or determination shall not unreasonably be withheld or delayed! Inst %&tions in W itin$ 1!& Instructions gi$en by the Contractor shall be in writing' pro$ided that if for any reason the Contractor considers it necessary to gi$e any such instruction orally' the .ubcontractor shall comply with such instruction! Confirmation in writing of such oral instruction gi$en by the Contractor' whether before or after the carrying out of the instruction' shall be deemed to be an instruction within the meaning of this .ub+Clause! 2ro$ided further that if the .ubcontractor within ? days' confirms in writing to the Contractor any oral instruction of the Contractor and such confirmation is not contradicted in writing within ? days by the Contractor' it shall be deemed to be an instruction of the Contractor!

Gene a" O#"i$ations

S%#&ont a&to 7s Gene a" Res!onsi#i"ities :!1 "he .ubcontractor shall' with due care and diligence' design 3to the e*tent pro$ided for by the .ubcontract4' e*ecute and complete the .ubcontract =or>s and remedy any defects therein in accordance with the pro$isions of the .ubcontract! "he .ubcontractor shall pro$ide all superintendence' labour' materials' 2lant' .ubcontractor's E,uipment and all other things' whether of a temporary or permanent nature' re,uired in and for such design' e*ecution' completion and remedying of any defects' so far as the necessity for pro$iding the same is specified in or is reasonably to be inferred from the .ubcontract' and e*cept as otherwise agreed in accordance with Clause % and set out in 2art F of the Conditions of+.ubcontract! "he .ubcontractor shall gi$e prompt notice to the Contractor of any error' omission' fault or other defect in the design of or specification for the .ubcontract =or>s which he disco$ers when re$iewing the .ubcontract and-or the Bain Contract or e*ecuting the .ubcontract =or>s! Pe fo 'an&e Se&% it( :!: If the .ubcontract re,uires the .ubcontractor to obtain security for his proper performance of the .ubcontract' he shall obtain and pro$ide to the Contractor such security in the sum stated in the Appendi* to .ubcontractor's 5ffer! .uch security shall be in the form anne*ed to the Conditions of .ubcontract or in such form as may be agreed between the Contractor and the .ubcontractor! "he institution pro$iding such security shall be sub#ect to the appro$al of the Contractor! "he cost of complying with the re,uirements of this Clause shall be borne by the .ubcontractor' unless the .ubcontract otherwise pro$ides! "he performance security shall be $alid until the .ubcontractor has e*ecuted and completed the .ubcontract =or>s and remedied any defects therein in accordance with the .ubcontract! No claim shall be made against such security after the issue of the Defects 9iability Certificate in respect of the Bain =or>s and such security shall be returned to the .ubcontractor within :7 days of the issue of the said Defects 9iability Certificate! 2rior to ma>ing a claim under the performance security the Contractor shall' in e$ery case' notify the .ubcontractor stating the nature of the default in respect of which the claim is to be made! P o$ a''e to #e S%#'itted #( S%#&ont a&to :! "he .ubcontractor shall' within the time stated in 2art II of the Conditions of .ubcontract after the date of the Contractor's 9etter of Acceptance' submit to the Contractor for his consent a programme' in such form and detail as the Contractor shall! reasonably prescribe' for the e*ecution of the .ubcontract =or>s! "he .ubcontractor shall' whene$er re,uired by the Contractor' also pro$ide in writing for his information a general description of the arrangements and methods which the .ubcontractor proposes to adopt for the e*ecution of the .ubcontract =or>s! If at any time it should appear to the Contractor that the actual progress of the .ubcontract =or>s does not conform to the programme to which consent has been gi$en' the .ubcontractor shall produce' at the re,uest of the Contractor' a re$ised programme showing the modifications to such programme necessary to ensure completion of the .ubcontract =or>s within the .ubcontractor's "ime for Completion! Assi$n'ent of S%#&ont a&t :!1 "he .ubcontractor shall not' without the prior consent of the Contractor 3which consent' notwithstanding the pro$isions of .ub+Clause 1!%' shall be at the sole discretion of the Contractor4' assign the .ubcontract or any part thereof' or any benefit or interest therein or thereunder' otherwise than by( 3a4 a charge in fa$our of the .ubcontractor's ban>ers of any monies due or to become due under the .ubcontract' or 3b4 assignment to the .ubcontractor's insurers 3in cases where the insurers ha$e discharged the .ubcontractor's loss or liability4 of the .ubcontractor's right to obtain relief against any other party liable!

S%#5s%#&ont a&tin$ :!% "he .ubcontractor shall not subcontract the whole of the .ubcontract =or>s' nor shall he subcontract any part of the .ubcontract =or>s without the prior consent of the Contractor! Any such consent shall not relie$e the .ubcontractor from any liability or obligation under the .ubcontract and the .ubcontractor shall be responsible for the acts' defaults and neglects of any of his subcontractors' including such subcontractor's agents' ser$ants or wor>men as fully as if they were the acts' defaults or neglects of the .ubcontractor' his agents' ser$ants or wor>men! 2ro$ided that the .ubcontractor shall not be re,uired to obtain such consent for( 3a4 the pro$ision of labour' or 3b4 the purchase of materials which are in accordance with the standards specified in the .ubcontract and-or the Bain Contract! In the e$ent of a subcontractor ha$ing underta>en towards the .ubcontractor in respect of the wor> e*ecuted' or the goods' materials' 2lant or ser$ices supplied by such subcontractor' any continuing obligation e*tending for a period e*ceeding that of 'the Defects 9iability 2eriod under the Bain Contract in respect of the Bain =or>s or of the .ection or .ections or part or parts thereof in which the .ubcontract =or>s are comprised' as the case may be' the .ubcontractor shall at any time' after the e*piration of such 2eriod' assign to the Contractor' at the Contractor's re,uest and cost! the benefit of such obligation for the' une*pired duration thereof!

S%#&ont a&t Do&%'ents

Lan$%a$e-s !1 Anless otherwise stated in 2art II of the Conditions of .ubcontract( 3a4 the language or languages in which the .ubcontract documents shall be drawn up shall be the same as the language or languages in which the Bain Contract documents ha$e been drawn up' and 3b4 if the .ubcontract documents are drawn up in more than one language! "he .ubcontract shall be construed and interpreted according to the @uling 9anguage of the Bain Contract! Go6e nin$ La8 !: Anless otherwise stated in 2art II of the Conditions of .ubcontract' the law of the country or state which applies to the Bain Contract and according to which the Bain Contract is construed shall also apply to the .ubcontract and be the law according to which the .ubcontract shall be construed! S%#&ont a&t A$ ee'ent ! "he .ubcontract&r shall' if called upon so to do' enter into and e*ecute the .ubcontract Agreement' to be prepared and completed at the cost of the Contractor' in the form anne*ed to the Conditions of .ubcontract with such modification as may be necessary!

P io it( of S%#&ont a&t Do&%'ents !1 "he se$eral documents forming the .ubcontract' lasted in the Contractor's 9etter of .ubcontract Acceptance or the .ubcontract Agreement 3if any4' are to be ta>en as mutually e*planatory of one another! Anless otherwise pro$ided in the .ubcontract' the priority of the documents forming the .ubcontract shall be as follows( 314 "he .ubcontract Agreement 3if any4) 3:4 "he Contractor's 9etter of Acceptance) 3 4 "he .ub+Contractor's 5ffer) 314 2art II of the Conditions of .ubcontract) 3%4 2art I of the Conditions of .ubcontract) and 3&4 Any other document forming part of the .ubcontract!

Main Cont a&t

S%#&ont a&to 7s Kno8"ed$e of Main Cont a&t 1!1 "he Contractor shall ma+>e the Bain Contract 3other than the details of the Contractor's prices thereunder as stated in the bills of ,uantities or schedules of rates and prices as the case may be4 a$ailable for infection to the .ubcontractor and' if so re,uested by the .ubcontractor' shall pro$ide the .ubcontractor with a true copy of the Bain Contract 3less such details of the Contractor's prices4' at the cost of the .ubcontractor! "he Contractor shall' in any e$ent' pro$ide the .ubcontractor with a copy of the Appendi* to "ender to the Bain Contract together with 2art II of the Conditions of Bain Contract and details of any other contract conditions which apply to the Bain Contract which differ from 2art 1 of the Conditions of Bain Contract! "he .ubcontractor shall be deemed to ha$e full >nowledge of the pro$isions of the Bain Contract 3less such details of the Contractor's prices4! S%#&ont a&to 7s Res!onsi#i"ities in Re"ation to S%#5&ont a&t Wo )s 1!: .a$e where the pro$isions of the .ubcontract otherwise re,uire' the .ubcontractor shall so design 3to the e*tent pro$ided for by the .ubcontract4' e*ecute and complete the .ubcontract =or>s and remedy any defects therein that no act or omission of his in relation thereto shall constitute' cause or contribute to any breach by the Contractor of any of his obligations under the Bain Contract! "he .ubcontractor shall' sa$e as aforesaid' assume and perform hereunder all the obligations and liabilities of the Contractor under the Bain Contract in relation to the .ubcontract =or>s!

No P i6it( of Cont a&t 8it. E'!"o(e 1! Nothing herein shall be construed as creating any pri$ity of contract between the .ubcontractor and the Employer! Possi#"e Effe&ts of S%#&ont a&to 7s B ea&.es of S%#&ont a&t 1!1 If the .ubcontractor commits any breaches of the .ubcontract' he shall indemnify the Contractor against+any damages for which the Contractor becomes liable under the Bain Contract as a result of such breaches! In such e$ent' the Contractor may' without pre#udice to any other method of reco$ery' deduct such damages from monies otherwise becoming due to+the .ubcontractor!

Te'!o a ( Wo )s* Cont a&to 7s E,%i!'ent and-o Ot.e Fa&i"ities /if An(0
.ubcontractor's Ase of "emporary =or>s %!1 Anless otherwise stated in 2art II of the Conditions of .ubcontract' the Contractor shall not be re,uired to pro$ide or retain any "emporary =or>s for the .ubcontractor! Fowe$er' the Contractor shall permit the .ubcontractor' in common with the Contractor and-or such other subcontractors as the Contractor may allow' for the purpose of e*ecuting and completing the .ubcontract =or>s and remedying any defects therein' to use such "emporary =or>s as are from time to time pro$ided by the Contractor 'm connection with the Bain =or>s! No such permission shall impose any liability upon the Contractor in respect of the use of such "emporary =or>s by the .ubcontractor' his agents' ser$ants or wor>men' nor relie$e the .ubcontractor of any statutory or other obligation to test or inspect the "emporary =or>s to be used by his agents' ser$ants or wor>men or to pro$ide suitable "emporary =or>s for their use! S%#&ont a&to 7s Use of Cont a&to 7s E,%i!'ent and-o Ot.e Fa&i"ities /if An(0 in Co''on 8it. Ot.e S%#&ont a&to s %!: "he Contractor shall pro$ide at the .ite the Contractor's E,uipment and-or other facilities 3if any4 specified in 2art II of the Conditions of .ubcontract and shall permit the .ubcontractor' in common with the Contractor and-or such other subcontractors as the Contractor may allow' to ha$e the use thereof for the purposes of e*ecuting and completing the .ubcontract =or>s but not of remedying any defects therein! upon such terms and conditions 3if any4 as are specified in 2art II of the Conditions of .ubcontract! S%#&ont a&to 7s E1&"%si6e Use of Cont a&to 7s E,%i!'ent and-o Ot.e Fa&i"ities /if An(0 %! "he Contractor shall also pro$ide for the e*clusi$e use by the .ubcontractor of the Contractor's E,uipment and-or other facilities 3if any4 specified in 2art II of the Conditions of .ubcontract upon such terms and conditions 3if any4 as are specified therein! Inde'nifi&ation fo Mis%se of Te'!o a ( Wo )s* Cont a&to 7s E,%i!'ent and-o Ot.e Fa&i"ities /if An(0 %!1 "he .ubcontractor shall indemnify the Contractor against any damages arising from the misuse by the .ubcontractor' his agents' ser$ants or wor>men' of "emporary =or>s' Contractor's E,uipment and-or other facilities pro$ided for his use by the Contractor!

Site Wo )in$ and A&&ess

Wo )in$ 2o% s on Site: S%#&ont a&to 7s Co'!"ian&e 8it. R%"es and Re$%"ations &!1 "he .ubcontractor shall obser$e the wor>ing hours of the Contractor as contained in 2art II of the Conditions of .ubcontract' unless otherwise agreed' aid shall comply with all rules and regulations go$erning the e*ecution of the wor>' the arri$al at and the departure from the .ite of materials and .ubcontractor's E,uipment and the storage of materials and .ubcontractor's E,uipment on the .ite! A6ai"a#i"it( of Site to S%#&ont a&to and A&&ess to Site &!: "he Contractor shall' from time to time' ma>e a$ailable to the .ubcontractor so much of the .ite and such access as may be re,uired to enable the .ubcontractor to proceed with the e*ecution of the .ubcontract =or>s with due dispatch in accordance with the .ubcontract! "he Contractor shall not be bound to ma>e a$ailable e*clusi$ely to the .ubcontractor any part of the .ite' unless otherwise stated in 2art II of the Conditions of .ubcontract! S%#&ont a&to 7s O#"i$ation to Pe 'it A&&ess to S%#&ont a&t Wo )s &! "he .ubcontractor shall permit the Contractor' the Engineer' and any person authori/ed by either of them' to ha$e reasonable access' during wor>ing hours' to the .ubcontract =or>s and to the places on the site where any wor> or materials therefor are being e*ecuted' prepared or stored! "he .ubcontractor shall also permit or procure reasonable access for the Contractor' the Engineer' and any person authori/ed by either of them' to such places off the .ite where wor> is being e*ecuted or prepared by or on behalf of the .ubcontractor in connection with the .ubcontract =or>s!

Co''en&e'ent and Co'!"etion

Commencement of .ubcontract =or>s) .ub+contractor's "ime for Completion ?!1 "he .ubcontractor stall commence the .ubcontract =or>s within 11 days' or such other period as may be agreed in writing' after the receipt by him of a notice to this effect from the Contractor' which notice shall be issued within the time stated in the Appendi* to .ubcontractor's 5ffer after the date of the Contractor's 9etter of Acceptance! "hereafter' the .ubcontractor shall proceed with the .ubcontract =or>s with due e*pedition and without delay' e*cept such as may be e*pressly sanctioned or instructed by the Contractor! "he .ubcontract =or>s and' if applicable' any .ection re,uired to be completed within a particular time as stated in the Appendi* to .ubcontractor's 5ffer shall be completed within the time for completion stated in the Appendi* to .ubcontractor's 5ffer for the .ubcontract =or>s or the .ection 3as the case may be4' calculated from the .ubcontractor's Commencement Date' or such e*tended time as may be allowed under .ub+Clause ?!:! E1tension of S%#&ont a&to 7s Ti'e fo Co'!"etion ?!: If the .ubcontractor shall be delayed in the e*ecution of the .ubcontract =or>s or' if applicable' any .ection thereof by any( 3a4 circumstances in regard to which the Contractor is entitled to recei$e from the Engineer an e*tension of his time for completion of the Bain =or>s under the Bain Contract' 3c4 instruction pursuant to .ub+Clause 7!: to which paragraph 3a4 of this .ub+Clausedoes not apply' or 3d4 breach of the .ubcontract by the Contractor or for which the Contractor is responsible' then in any such e$ent the .ubcontractor shall be entitled to such e*tension of the .ubcontractor's "ime for Completion of the .ubcontract =or>s or such .ection thereof as may in all the circumstances be fair and reasonable! 2ro$ided that the .ubcontractor shall not be entitled to such e*tension of time unless he has submitted to the Contractor notice of the circumstances which are delaying him within 11 days of such delay first occurring together with detailed particulars in #ustification of the e*tension of time claimed in order that the claim may be in$estigated at the time and' in any case to which paragraph 3a4 of this .ub+Clause applies' the e*tension shall not in any e$ent e*ceed the e*tension of time to which the Contractor is entitled under the Bain Contract! 2ro$ided also that' where an e$ent has a continuing effect such that it is not practicable for the .ubcontractor to submit detailed particulars within the period of 11 days referred to in this .ub+Clai+ise' he shall ne$ertheless be entitled to an e*tension of time pro$ided that he has submitted to the Contractor interim particulars at inter$als of not more than 11 days and final particulars within 11 days of the end of the effects resulting from the e$ent! Contractor's 5bligation to Notify ?! "he Contractor shall promptly notify the .ubcontractor of all e*tensions of time obtained under the pro$isions of the Bain Contract which affect the .ubcontract!

Inst %&tions and De&isions

Inst %&tions and De&isions %nde Main Cont a&t 7!1 .ub#ect to Clause 9' the .ubcontractor shall in relation to the .ubcontract =or> comply with all instructions and decisions of the Engineer which are notified and confirmed to him as an instruction by the Contractor' irrespecti$e of whether such instructions and decisions were $alidly gi$en under the Bain Contract! "he .ubcontractor shall ha$e the li>e rights 3if any4 to payment from the Contractor in respect of such compliance as the Contractor has against the Employer under the Bain Contract! Further' if any such instruction or decision notified and confirmed as aforesaid is in$alidly or incorrectly gi$en by the Engineer under the Bain Contract' then the .ubcontractor shall be entitled to reco$er such costs as may be reasonable 3if any4 from the Contractor of complying therewith to the e*tent that such costs were not caused or contributed to by any breach of the .ubcontract by the .ubcontractor! Inst %&tions %nde S%#&ont a&t 7!: "he .ubcontractor shall ta>e instructions only from the Contractor! "he Contractor shall ha$e the li>e authority in relation to the .ubcontract =or>s to gi$e instruction as the Engineer has in relation to the Bain =or>s under the Bain Contract! "he .ubcontractor shall ha$e the li>e obligations to abide by and comply therewith and the li>e rights in relation thereto as the Contractor has under the Bain Contract! "he said authority of the Contractor shall be e*ercisable in any case irrespecti$e of whether the Engineer has e*ercised li>e authority in relation thereto under the Bain Contract!

Va iations
Va iations of S%#5&ont a&t Wo )s 9!1 "he .ubcontractor shall only ma>e such $ariations of the .ubcontract =or>s whether by way of alteration' addition' or omission' as may be instructed by( 3a4 the Engineer under the Bain Contract and notified and confirmed as an instruction to the .ubcontractor by the Contractor' or 3b4 the Contractor! Any instruction relating to the .ubcontract =or>s which is gi$en by the Engineer under the Bain Contract and constitutes a $ariation thereunder shall be deemed to constitute a $ariation of the .ubcontract =or>s' if notified and confirmed by the Contractor in accordance with paragraph 3a4 of this .ub+Clause! Instructions for Hariations 9!: "he .ubcontractor shall not act upon an unconfirmed instruction for the $ariation of the .ubcontract =or>s which is directly recei$ed by him from the Employer or the Engineer!' If the .ubcontractor shall recei$e any such direct instruction' he shall forthwith info'+rn the Contractor thereof and shall supply the Contractor with a copy of such direct instruction' if gi$en in writing! "he .ubcontractor shall only act upon such instruction as directed in writing by the Contractor' but the Contractor shall gi$e his directions thereon promptly!

Va"%ation of Va iations
Manne of Va"%ation 18!1 All $ariations of the .ubcontract =or>s shall be $alued in the mariner pro$ided by this Clause and the $alue thereof shall be added to or deducted from the .ubcontract 2rice' as appropriate! Assess'ent of Va"%e of Va iations 18!: "he $alue of all $ariations shall be ascertained by reference to the rates and prices 3if any4 specified in the .ubcontract for the li>e or analogous wor>' but if there are no such rates and prices' or if they are inappropriate or inapplicable' then such $alue shall be such as is fair and reasonable! Va"%ation #( Refe en&e to Meas% e'ent %nde Main Cont a&t 18! =here a $ariation of the .ubcontract =or>s' which also constitutes a $ariation under the Bain Contract' is measured by the Engineer thereunder' then pro$ided that the rates and prices in the .ubcontract permit such $ariation to be $alued by reference to measurement the Contractor shall permit the .ubcontractor to attend any measurement made on behalf of the Engineer! .uch measurement made under the Bain Contract shall also constitute the measurement of the $ariation for the purposes of the .ubcontract and such $ariation shall be $alued accordingly!

9%antit( Esti'ated and 9%antit( E1e&%ted 18!1 "he ,uantities set out in the .ubcontract 6= of Iuantities are the estimated ,uantities for the .ubcontract =or>s' and they are not to be ta>en as the actual and correct ,uantities of the .ubcontract =or>s to be e*ecuted by the .ubcontractor in fulfilment of his obligations under the .ubcontract! No instruction shall be re,uired for increase or decrease in the ,uantity of any wor> where such increase or decrease is not the result of an instruction gi$en under Clause 9' but is the result of the ,uantities e*ceeding or being less than those stated in the .ubcontract 6ill of Iuantities! Da(8o ) 18!% =here the .ubcontractor has been instructed by the Contractor to carry out wor> on a daywor> basis the .ubcontractor shall be paid for such wor> at the rates and prices specified in the daywor> schedule included in the .ubcontract!

Noti&es and C"ai's

Noti&es 11!1 =ithout pre#udice to the generality of Clause 1' and unless otherwise stated in the Conditions of .ubcontract' whene$er the Contractor is re,uired by the terms of the Bain Contract to gi$e any notice or other information to t+he Engineer or to the Employer' or to >eep contemporary records' the .ubcontractor shall in relation to the .ubcontract =or>s gi$e a similar notice or such other information in writing to the Contractor and >eep contemporary records as will enable the Contractor to comply with such terms of the Bain Contract! "he .ubcontractor shall do so in sufficient time to enable the Contractor to comply with such terms punctually! 2ro$ided always that the .ubcontractor shall be e*cused any non+compliance with this .ub+Clause for so long as he neither >new nor ought to have >nown of the Contractor's need of any such notice or information from him or such contemporary records! C"ai's 11!: .ub#ect to the .ubcontractor's complying with this .ub+Clause' the Contractor shall ta>e all reasonable steps to secure from the Employer 3including the Engineer4 such contractual benefits 3including additional payments' e*tensions of time' or both!4' if any' as may be claimable in accordance with the Bain Contract on account of any ad$erse physical obstructions or physical conditions or any other circumstances that may be encountered during the e*ecution of the .ubcontract =or>s! "he .ubcontractor shall' in sufficient time' afford the Contractor all information and assistance that may be re,uired to enable the Contractor to claim such contractual benefits! 5n recei$ing any such contractural benefits from the Employer' the Contractor shall pass on to the .ubcontractor such proportion thereof as may in all the circumstances be fair and reasonable' it being understood that' in the case of any claim of the 'Contractor for an additional payment' the Contractor's receipt of payment therefor from the Employer shall be a condition precedent to the Contractor's liability to the .ubcontractor in respect of such claim! "he Contractor shall notify the .ubcontractor regularly of his steps to secure such contractual benefits and of the' Contractor's receipt thereof! .a$e as pro$ided in this .ub+Clause' or in .ub+Clause ?!:' the Contractor shall ha$e no liability to the .ubcontractor in respect of any obstruction' condition or circumstance that may be encountered during the e*ecution of the .ubcontract =or>s! "he .ubcontractor shall be deemed to ha$e satisfied himself as to the correctness and sufficiency of the .ubcontract 2rice to co$er the pro$ision and doing by him of all things necessary for the performance of his obligations under the .ubcontract! 2ro$ided always that nothing' in this Clause shall pre$ent the .ubcontractor from claiming against the Contractor for delays in the e*ecution of the .ubcontract =or>s' or other circumstances' cause by the act or default of the Contractor! Effe&ts of Fai"% e to Gi6e Noti&e 11! If by reason of any failure by the .ubcontractor to comply with the pro$isions of .ub+Clause 11!1 the Contractor is pre$ented from reco$ering any sum from the Employer under the Bain Contract in respect of the Bain =or>s' then' without pre#udice to any other remedy of the Contractor for such failure! the Contractor may deduct such sum from monies otherwise due to the .ubcontractor under the .ubcontract!

S%#&ont a&to 7s E,%i!'ent* Te'!o a ( Wo )s and Mate ia"s

In&o !o ation #( Refe en&e 1:!1 "he pro$isions of Clause %1 of the Conditions of Bain Contract in relation to Contractor's E,uipment' "emporary =or>s or materials brought on to the .ite by the .ubcontractor are hereby incorporated by reference into the .ubcontract as completely as if they were set out in full therein!

Inde'nities
S%#&ont a&to 7s O#"i$ation to Inde'nif( 1 !1 "he .ubcontractor shall' e*cept if and so far as the .ubcontract pro$ides otherwise' indemnify the Contractor against all losses and claims in respect of( 3a4 death of or in#ury to any person' or 3b4 loss or damage to any property 3other than the .ubcontract =or>s4' which may arise out of or in conse,uence of the e*ecution and completion of the .ubcontract =or>s and the remedying of any defects therein' and against all claims' proceedings' damages' costs' charges and e*penses whatsoe$er in respect thereto or in relation thereto' sub#ect to what is pro$ided in .ub+Clause l !:! Cont a&to 7s O#"i$ation to Inde'nif( 1 !: "he Contractor shall indemnify the .ubcontractor against all claims' proceedings' damages' costs' charges and e*penses in respect of the following matters to the li>e e*tent that the Contractor shall be indemnified by the Employer under the Bain Contract' but no further( 3a4 the permanent use or occupation of land by the .ubcontract =or>s' or any part thereof' 3b4 the right of the Employer and-or the Contractor to e*ecute the .ubcontract =or>s' or any part thereof' on' o$er' under' in or through any land' 3c4 damage to property which is the una$oidable result of the e*ecution and completion of the .ubcontract =or>s' or the remedying of any defects therein' in accordance with the .ubcontract' and 3d4 death of or in#ury to persons or loss of or damage to property resulting from any act or neglect of the Employer' his agents' wor>men or ser$ants or other contractors' not being employed by the Contractor' or in respect of any claims' proceedings!' damages' costs' charges and e*penses in respect thereof or in relation thereto! "he Contractor shall indemnify the .ubcontractor against all claims' proceedings' damages' costs' charges and e*penses in respect of death of or in#ury to persons or loss of or damage to property resulting from any act or neglect of the Contractor' his agents' wor>men or ser$ants or other subcontractors' not being employed by the .ubcontractor' or in respect of any claims' proceedings' damages' costs' charges and e*penses in respect thereof or in relation thereto or' where the said death' in#ury' loss or damage was contributed to by the .ubcontractor' his agents' wor>men or ser$ants' such part of the said death' in#ury' loss or damage as may be #ust and e,uitable ha$ing regard to the e*tent of the responsibility of the Contractor' his agents' wor>men or ser$ants or other subcontractors for the said death' in#ury' loss or damage!

O%tstandin$ Wo ) and Defe&ts

S%#&ont a&to 7s O#"i$ations #efo e Ta)in$5O6e 11!1 If the .ubcontractor shall complete the .ubcontract =or>s as re,uired by .ub+Clause :!1 before the issue of a "a>ing+5$er Certificate in respect of the Bain =or>s' or' where under the Bain Contract a "a>ing+5$er Certificate is issued in respect of a .ection or part of the Bain =or>s' before a "a>ing+5$er Certificate is issued in respect of the .ection or .ections or part or parts of the Bain =or>s in which the .ubcontract =or>s are comprised' the .ubcontractor shall continue to maintain the .ubcontract =or>s in the condition re,uired by the Bain Contract to the satisfaction of the Contractor! "he .ubcontractor shall remedy e$ery' defect therein from whate$er cause arising until a "a>ing+5$er Certificate is issued in respect of the Bain =or>s or such .ection or .ections or part or parts! .ub#ect to Clause 1% the .ubcontractor shall not be entitled to any additional payment for so doing unless such defect is caused by the act or default of the Employer' his agents' ser$ants or wor>men under the Bain Contract or of the Contractor' his agents' ser$ants or wor>men under the .ubcontract! S%#&ont a&to 7s O#"i$ations afte Ta)in$5O6e 11!: After a "a>ing+5$er Certificate is issued in respect of the Bain =or>s or of the .ection or .ections or part or parts thereof in which the .ubcontract =or>s are comprised' as the case may be' the .ubcontractor shall remedy such defects in the .ubcontract =or>s as the Contractor is liable to remedy under the Bain Contract for the li>e period and otherwise upon the li>e terms as the Contractor is liable to do under the Bain Contract! Defe&t Ca%sed #( Cont a&to 7s A&t o Defa%"t 11! 2ro$ided always that if any defect remedied by the .ubcontractor under .ub+Clause 11!1 or 11!: is caused by the act or default of the Contractor' his agents! .er$ants or wor>men' then' notwithstanding that the Contractor may ha$e no corresponding right under the Bain Contract' the .ubcontractor shall be entitled to be paid by the Contractor his costs of remedying such defect!

"ns% an&es
S%#&ont a&to 7s O#"i$ation to Ins% e 1%!1"he .ubcontractor shall effect insurance against such ris>s as are specified in 2art II of the Conditions of .ubcontract and in such sums and for the benefit of such persons as are specified therein! Anless otherwise stated in 2art 11 of the Conditions of .ubcontract' the .ubcontractor shall >eep in force such insurance from the time that so much of the .ite and such access is made a$ailable to him as may' be re,uired to enable him to commence and proceed with the e*ecution of the .ubcontract =or>s in accordance with the .ubcontract until he has finally performed his obligations under the .ubcontract! 2ro$ided that the .ubcontractor shall insure against the liability in respect of any person employed by him on the .ubcontract =or>s in such manner that the Employer and-or the Contractor is indemnified under the policy!

Cont a&to 7s O#"i$ation to Ins% e: S%#&ont a&t Wo )s at S%#5&ont a&to 7s Ris) 1%!: "he Contractor shall >eep in force' until such time as a "a>ing+5$er Certificate is issued in respect of the Bain =or>s or the Bain =or>s ha$e ceased to be at his ris> under the Bain Contract' the policy of insurance specified in 2art II of the Conditions of .ubcontract! In the e$ent of the .ubcontract =or>s' "emporary =or>s' materials or other things belonging to the .ubcontractor being destroyed or damaged during such period in such circumstances that a claim is established in respect thereof under the said policy' then the .ubcontractor shall be paid the amount of such claim' or the amount of his loss' whiche$er is the less' and shall apply such sum in replacing or repairing that which was destroyed or damaged! .a$e as aforesaid the .ubcontract =or>s shall be at the ris> of the .ubcontractor until a "a>ing+5$er Certificate is issued in respect of the Bain =or>s or' if a "a>ing+5$er Certificate is issued in respect of a .ection or .ections or part or parts of the Bain =or>s' until a "a>ing+5$er Certificate is issued in respect of the last of the .ections or parts of the Bain =or>s in which the .ubcontract =or>s are comprised! "he .ubcontractor shall ma>e good all loss or damage occurring to the .ubcontract =or>s prior thereto at his own e*pense! "he .ubcontractor shall also be liable for any loss or damage to the .ubcontract =or>s occasioned by him in the course of any operations carried out by him for the purpose of complying with his obligations under .ub+Clause 11!:! E6iden&e of Ins% an&e: Re'ed( on Fai"% e to Ins% e 1%! =here by $irtue of this Clause either party is re,uired to effect and >eep in force' insurance' he shall if so re,uired by the other party pro$ide e$idence of insurance and the receipt for the payment of the current premium! If either the Contractor or the .ubcontractor fails to effect and >eep in force any of the insurances re,uired under the .ubcontract' or fails to pro$ide e$idence of insurance' when re,uired' then and in any such case the other party may effect and >eep in force any such insurances and pay any premium as may be necessary for that purpose and may from time to time deduct the amount so paid from any monies' due or to become due to the party in default' or reco$er the same as a debt due from the party in default' as the case may be!

Pa('ent
S%#&ont a&to 7s Mont."( State'ents 1&!1 "he .ubcontractor shall submit to the Contractor' ? days after the end of each month 3the ;S!e&ified Da(;4' ? copies of a statement' in such form as the Contractor may from time to time prescribe 3the ;State'ent;4' showing the amounts to which the .ubcontractor considers himself to be entitled up to the end of such month in respect of( 3a4 the $alue of the .ubcontract =or>s e*ecuted) 3b4 any other items in the .ubcontract 6ill of Iuantities including those for .ubcontractor's E,uipment' "emporary =or>s' daywor>s and the li>e) 3c4 the percentage of the in$oice $alue of listed materials' all as stated in the Appendi* to .ubcontractor's 5ffer' and 2lant deli$ered by the .ubcontractor on the .ite for incorporation in the .ubcontract =or>s but not incorporated in such =or>s( 3d4 ad#ustments under Clause :1) and 3e4 any other sums to which the .ubcontractor may be entitled under the .ubcontract or otherwise! "he $alue of wor> done shall be calculated in accordance with the rates and price' specified in the .ubcontract' but if there are no such rates and prices' or if these' are inappropriate or inapplicable' then such $alue shall be such as is fair and reasonable!

Cont a&to 7s Mont."( State'ents 1&!: .ub#ect to the .ubcontractor ha$ing submitted a .tatement for any month to the Contractor' the Contractor shall include' unless inappropriate' the amounts set out therein in the Contractor's ne*t statement for payment under the Bain Contract! In any proceedings! whether arbitral or other' instituted by the Contractor against the Employer to enforce payment of monies due under any certificate issued by the Engineer in accordance with the pro$isions of the Bain Contract there shall be included all sums certified and unpaid in relation to the .ubcontract =or>s' without pre#udice to the .ubcontractor's rights under Clause 19! Pa('ent D%e: Pa('ent Wit..e"d o Defe ed: Inte est 1&! =ithin % days of the .pecified Day or otherwise as agreed but sub#ect as hereinafter pro$ided' the amounts included in a .tatement shall be due and payable to the .ubcontractor' sub#ect to deduction of pre$ious payments and of retention monies at the rate3s4 specified in the Appendi* to .ubcontractor's 5ffer until such time as the limit of retention money 3if any4 therein specified has been reached! "he Contractor shall be entitled to withhold or defer payment of all or part of any sums otherwise due pursuant to the pro$isions hereof where( 3a4 the amounts included in any .tatement together with any sums to which the .ubcontractor might otherwise be entitled in the opinion of the Contractor' but after all retentions and deductions' are less in the aggregate than the minimum amount 3if any4 stated in the Appendi* to .ubcontractor's 5ffer' 3b4 the amounts included in any .tatement together with any other sums which are the sub#ect of an application by the Contractor under the Bain Contract in accordance with .ub+Clause 1&!:' but after all retentions and deductions' are insufficient in the aggregate to #ustify the issue of an Interim 2ayment Certificate by the Engineer under the Bain Contract' 3c4 the amounts included in any .tatement are not certified in full by the Engineer pro$iding such failure to certify is not due to the act or default of the Contractor! 3d4 the Contractor has included the amounts set out in the .tatement in his own statement in accordance with the Bain Contract and the Engineer has certified but the Employer has failed to ma>e payment in full to the Contractor in respect of such amounts' pro$iding such failure is not due to the act or default of the Contractor' or 3e4 a dispute arises or has arisen between the .ubcontractor and the Contractor and-or the Contractor and the Employer in$ol$ing any ,uestion of measurement or ,uantities or any other matter included in any such .tatement! Any payment withheld under the pro$isions of paragraphs 3c4' 3d4 or 3e4 abo$e shall be limited to the e*tent that the amounts in any .tatement are not certified' not paid by the Employer or are the sub#ect of a dispute' as the case may be! In the e$ent of the Contractor withholding or deferring any payment he shall notify the .ubcontractor of his reasons therefor as soon as is reasonably practicable but not later than the date when such payment would otherwise ha$e been payable! "he pro$isions of paragraphs 3a4 and 3b4 of this .ub+Clause with regard to the time for payment shall not apply to the amounts in any .tatement by the .ubcontractor which are included in the Contractor's Final .tatement to the Engineer under the pro$isions of the Bain Contract! In respect of any such amounts payment shall be due 11 days after receipt by the Contractor of any payment which includes a sum in respect of such amounts!

In the e$ent of the Contractor failing to ma>e payment of any sum properly due and payable to the .ubcontractor or in the e$ent of payment being withheld or deferred pursuant to paragraph 3d4 of this .ub+ Clause' the Contractor shall' upon recei$ing a notice of claim for interest from the .ubcontractor' which should be made within ? days of the date when such sum became payable' pay to the .ubcontractor interest on such o$erdue sum at the rate payable by the Employer to the Contractor under the pro$isions of the Bain Contract! 2ro$ided always that' in the e$ent of the Contractor not recei$ing a notice of a claim for interest within ? days of the date when such sum became payable as aforesaid' interest shall be payable by the Contractor on such sum at such rate from the date of receipt of the said notice of claim! Notwithstanding the immediately preceding paragraph the .ubcontractor shall be paid any interest actually recei$ed by the Contractor from the Employer which is attributable to monies due to the .ubcontractor! Notwithstanding the terms of this Clause or any other Clause of the .ubcontract no amount shall be due and payable to the .ubcontractor until the performance security' if re,uired under the .ubcontract' has been pro$ided by the .ubcontractor and appro$ed by the Contractor! Pa('ent of Retention Mone( 1&!1 =ithin % days of the issue by the Engineer of the "a>ing+5$er Certificate with respect to the whole of the Bain =or>s or' where the Bain =or>s are completed by .ections or parts' with respect to a .ection or part of the Bain =or>s in which the .ubcontract =or>s are comprised' the Contractor shall pay to the .ubcontractor one half' or such other proportion as the Contractor reasonably determines ha$ing regard to the relati$e $alue of such .ection or part of the .ubcontract =or>s! of the retention monies under the .ubcontract! =ithin ? days of the Contractor's receipt of any payment under the Bain Contract which is by way of release of the other half of the retention monies the Contractor shall pay the .ubcontractor the other half' or the remaining proportion' of the retention monies under the .ubcontract! Pa('ent of S%#5&ont a&t P i&e and Ot.e S%'s D%e 1&!% =ithin 71 days after the .ubcontractor has finally performed his obligations under Clause 11' or within 11 days after the Contractor has reco$ered full payment under the Bain Contract in respect of the .ubcontract =or>s' whiche$er is the sooner' and pro$ided that % days ha$e e*pired since the submission by the .ubcontractor of his statement of final account to the Contractor' the Contractor shall pay to the .ubcontractor the .ubcontract 2rice and any additions to or deductions from such sum as are pro$ided for in the .ubcontract' or are otherwise payable in respect thereof' less such sums as ha$e already been recei$ed by the .ubcontractor on account! Cessation of Cont a&to 7s Lia#i"it( 1&!& "he Contractor shall not be liable to the .ubcontractor for any matter or thing arising out of or in connection with the .ubcontract or e*ecution of the .ubcontract =or>s' unless the .ubcontractor has gi$en a notice of claim in respect thereof to the Contractor before the issue of the Defects 9iability Certificate in respect of the Bain =or>s!

Te 'ination of Main Cont a&t

Te 'ination of S%#&ont a&to 7s E'!"o('ent 1?!1 If the Contractor's employment under tile Bain Contract is terminated' or if the Bain Contract is otherwise terminated! for any reason whatsoe$er before the .ubcontractor has fully performed his obligations under the .ubcontract' then the Contractor may at any time thereafter by notice to the .ubcontractor forthwith terminate the .ubcontractor's employment under the .ubcontract and thereupon the .ubcontractor shall' sub#ect to Clause 1:' with due e*pedition remo$e his staff and wor>men and .ubcontractor's E,uipment from the .ite! Pa('ent afte Te 'ination 1?!: If the .ubcontractor's employment is terminated as aforesaid' and sub#ect to .ub+Clause 1?! ' the .ubcontractor shall be paid by the Contractor' in so far as such amounts or items ha$e not already been co$ered by payments on account made to the .ubcontractor for( 3a4 all wor> e*ecuted prior to the date of termination at the rates and prices' if any' pro$ided in the .ubcontract' or if there are no! such rates and prices' then such amount as may be fair and reasonable' 3b4 all materials properly brought and left on the .ite by the .ubcontractor' together with such proportion of the cost as may be reasonable' ta>ing into account payments made or to be made for wor> e*ecuted' of remo$al of .ubcontractor's E,uipment from the .ite and' if re,uired by the .ubcontractor' return thereof to the .ubcontractor's main plant yard in his country of registration or to other destination' at no greater cost' 3c4 the reasonable cost of repatriation of all the .ubcontractor's staff and wor>men employed on or in connection with the .ubcontract =or>s at the time of such termination' and 3d4 any goods properly prepared or fabricated off the .ite for subse,uent incorporation in the .ubcontract =or>s' pro$ided the .ubcontractor deli$ers such moods to the .ite or to such other place as the Contractor shall reasonably direct! 2ro$ided always that nothing herein shall affect the rights of either party in respect of any breach of the .ubcontract committed by the other prior to such termination' nor any right which accrued to the .ubcontractor prior to such termination to recei$e any payment which is not in respect or on account of the .ubcontract 2rice! "ermination of Bain Contract in Conse,uence of 6reach of .ubcontract 1?! If the Contractor's employment under the Bain Contract is terminated' or if the Bain Contract is otherwise terminated' by the Employer in conse,uence of any breach of the .ubcontract by the .ubcontractor' then the pro$isions of the preceding .ub+Clause as to payment shall not apply' but the rights of the Contractor and the .ubcontractor hereunder shall be the same as if the .ubcontractor had by such breach repudiated the .ubcontract and the Contractor had by his notice of termination under .ub+Clause 17!1 elected to accept such repudiation!

Defa%"t of S%#&ont a&to

"ermination of .ubcontract 17!1 If( 3a4 the .ubcontractor is deemed by law unable to pay his debts as they fall due' or enters into $oluntary or in$oluntary ban>ruptcy' li,uidation or dissolution 3other than a $oluntary li,uidation for the purposes of amalgamation or reconstruction4' or becomes insol$ent' or ma>es an arrangement with' or assignment in fa$our of' his creditors' or agrees to carry out the .ubcontract under a committee of inspection of his creditors' or if a recei$er' administrator' trustee or li,uidator is appointed o$er any substantial part of his assets' or if any act is done or e$ent occurs with respect to the .ubcontractor or his assets which' under any applicable law' has a substantially similar effect to any of the foregoing acts or e$ents' or if the .ubcontractor has contra$ened .ub+Clause :!1' or has an e*ecution le$ied on his goods' 3b4 the .ubcontractor has repudiated the .ubcontract' 3c4 the .ubcontractor' without reasonable e*cuse' has failed to commence or proceed with the .ubcontract =or>s in accordance with .ub+Clause ?! 1' 3d4 the .ubcontractor refuses or neglects to remo$e defecti$e materials or remedy defecti$e wor> after being instructed so to do by the Contractor under this .ub+Clause' 3e4 the .ubcontractor' despite pre$ious warning from the Contractor' in writing' is otherwise persistently or flagrantly neglecting to comply with any of his obligations under the .ubcontract' 3f4 the .ubcontractor has contra$ened .ub+Clause :!%' or 3g4 the Contractor is re,uired by the Engineer to remo$e the .ubcontractor from the Bain =or>s after due notice in writing from the Engineer to the Contractor in accordance with the Bain Contract' then in any such e$ent' and without pre#udice to any other lights or remedies' the Contractor may by a notice to the .ubcontractor forthwith terminate the .ubcontractor's employment under the .ubcontract and thereupon the Contractor may ta>e possession of all materials' .ubcontractor's E,uipment and other things whatsoe$er brought on to the .ite by the .ubcontractor and may by himself or any other contractor use them for the purpose of e*ecuting and completing the .ubcontract =or>s and remedying any defects therein and may' if he thin>s fit' sell all or any of them and apply the proceeds in or towards the satisfaction of monies otherwise due to him from the .ubcontractor! Cont a&to 7s and S%#&ont a&to 7s Ri$.ts and Lia#i"ities %!on Te 'ination 17!: Apon such a termination' the rights and liabilities of the Contractor and the .ubcontractor shall' sub#ect to the preceding .ub+Ciause' be the same as if the .ubcontractor had repudiated the .ubcontract and the Contractor had by his notice of termination under the preceding .ub+Cl!ause elected to accept such repudiation! Cont a&to 7s Po8e s 17! "he Contractor may in lieu of gi$ing a notice of termination under this Clause ta>e part only of the .ubcontract' =or>s out of the hands of the .ubcontractor and may by himself or any other contractor e*ecute and complete such part of the .ubcontract =or>s and remedy any defects therein and in such e$ent the Contractor may reco$er his costs of so doing from the .ubcontractor' or deduct such costs from monies otherwise becoming due to the .ubcontractor!

Sett"e'ent of Dis!%tes
A'i&a#"e Sett"e'ent and A #it ation 19!1If a dispute of any >ind whatsoe$er arises between the Contractor and the .ub+contractor in connection with' or arising out of' the .ubcontract or the e*ecution of the .ubcontract =or>s' whether during the e*ecution of the .ubcontract =or>s or after their completion and whether before or after repudiation or other termination of the .ubcontract' then the Contractor or the .ubcontractor may gi$e a notice ofsuch dispute to the other party' in which case the parties shall attempt for the ne*t fifty+si* days to settle such dispute amicably before the commencement of arbitration! .uch notice shall state that it is made pursuant to this Clause! Any dispute which has not been amicably settled within fifty+si* days after the day on which such notice is gi$en shall be finally settled under the @ules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed under such @ules! Arbitration may be commenced prior to or after completion of the .ubcontract =or>s' pro$ided that the obligations of the Contractor and the .ubcontractor shall not be altered by reason of the arbitration being conducted during the progress of the .ubcontract =or>s! Dis!%te in Conne&tion 8it. o A isin$ o%t of Main Cont a&t To%&.in$ o Con&e nin$ S%#5&ont a&t Wo )s 19!: If a dispute of any >ind whatsoe$er arises between the Employer and the Contractor in connection with' or arising out of' the Bain Contract or the e*ecution of the Bain =or>s' whether during the e*ecution of the Bain =or>s or after their completion and whether before or after repudiation or other termination of the Bain Contract' including any dispute as to any opinion' instruction' determination' certificate or $aluation of the Engineer' and the Contractor is of the opinion that such dispute touches or concerns the .ubcontract =or>s and arbitration of such dispute under the Bain Contract commences' the Contractor may by notice re,uire that the .ubcontractor pro$ide such information and attend such meetings in connection therewith as the Contractor may reasonably re,uest!

Noti&es and Inst %&tions

Gi6in$ of Noti&es and Inst %&tions :8!1 All notices to be gi$en to either the Contractor or the .ubcontractor and all instructions to be gi$en to the .ubcontractor under the terms of the .ubcontract shall be sent by post' cable' tele* or facsimile transmission to or left at the principal place of business of the Contractor or .ubcontractor' as the case may be' or such other address as the Contractor or .ubcontractor shall nominate for that purpose! C.an$e of Add ess :8!: Either party may change a nominated address to another address in the country where the .ubcontract =or>s are being e*ecuted by prior notice to the other party!

C.an$es in Cost and Le$is"ation

In& ease o De& ease of Cost :1!1 "here shall be added to or deducted from the .ubcontract 2rice such sums in respect of rise or fall in the cost of labour and-or materials or any other matters affecting the cost of the e*ecution of the .ubcontract =or>s' to the li>e e*tent that such sums shall be added to or deducted from the Contract 2rice under the Bain Contract' but no further! S%#se,%ent Le$is"ation :1!: If' on or after the date the .ubcontract is e*ecuted' there occur in the country in which the .ubcontract =or>s are being or are to be e*ecuted changes to any National or .tate .tatute' 5rdinance Decree or other 9aw or any regulation or bye+law of any local or other duly constituted authority' or the introduction of any such .tate .tatute' 5rdinance' Decree' 9aw' regulation or bye+law which causes additional or reduced cost to the .ubcontractor' other than under .ub+Clause :1!1' in the e*ecution of the .ubcontract' such additional or reduced cost shall be agreed between the Contractor and the .ubcontractor' and shall be added to or deducted from the .ubcontract 2rice' to the li>e e*tent that such additional or reduced cost shall be added to or deducted from the Contract 2rice under the Bain Contract' but no further!

C% en&( and Rates of E1&.an$e

C% en&( Rest i&tions ::!1If' on or after the date the .ubcontract is e*ecuted' the <o$ernment or authorised agency of the <o$ernment of the country in which the .ubcontract =or>s are being or are to be e*ecuted imposes currency restrictions and-or transfer of currency restrictions in relation to the currency or currencies in which the .ubcontract 2rice is to be paid' the Contractor shall reimburse any loss or damage to the .ubcontractor arising therefrom to the li>e e*tent that such loss or damage shall be reimbursed to the Contractor under the Bain Contract' but no further! Any other rights or remedies to which the .ubcontractor is entitled in such e$ent shall not be pre#udiced! Rates of E1&.an$e ::!: =here the .ubcontract pro$ides for payment in whole or in part to be made to the .ubcontractor in foreign currency or currencies' such payment shall not be sub#ect to $ariations in the rate or rates of e*change between such specified foreign currency or currencies and the currency of the country in which the .ubcontract =or>s are to be e*ecuted!

REFERENCE TO PART 44
As stated in the Foreword at the beginning of this document' the FIDIC Conditions of .ubcontract comprise both 2art I and 2art 11! Certain Clauses' namely .ub+Clauses 1!1 paragraphs a3i4' 3ii4 and 3i$4' 3b43i4 and 3e43ii4' :! ' &!1' 1%!1 and 1%!:' must include additional wording in 2art @ for the Conditions of .ubcontract to be complete! 5ther Clauses may re,uire additional wording to supplement 2art I!

PART 44 GUIDANCE FOR T2E PREPARATION OF CONDITIONS OF PARTICULAR APPLICATION CLAUSE4

Definitions 1!1 (a) (i) The Employer is /inse t name) (a)(ii) The Contractor is /inse t name) (a)(iv) The Engineer is (insert name) (b)(i) The Main Contract between the Employer and the Contractor is composed of the following contract documents (insert particulars of the Main Contract. (e) (ii) The Subcontract Wor s are (insert description! including. any applicable! any matter of design or specification of any part of the "ermanent Wor s or of any "lant (as defined in the Conditions of Main Contract) to be incorporated therein to be provided in connection with any "rovisional Sum! (as defined in the Conditions of Main Contract) If further definitions are essential' additions should #e made to the list!

CLAUSE <
Pe fo 'an&e Se&% it( :!: "wo e*ample forms of performance security are gi$en on pages &' ? and 7 of 2art II of the Federation Internationale des Ingenieurs+Conseils' JConditions of Contract for =or>s of Ci$il Engineering Construction' Fourth Edition 197? @eprinted 199: with further amendmentsJ! "he wording of the e*ample forms must be adapted to the .ubcontract and may ha$e to be $aried to comply with the law of the .ubcontract which may re,uire the forms to be e*ecuted under seal! P o$ a''e to #e S%#'itted #( S%#&ont a&to :! The time within which the programme shall be submitted by the Subcontractor shall be (insert number) days.

CLAUSE =
Lan$%a$e-s !1 If the language or languages in which the .ubcontract documents shall be drawn up are not the same as the language or languages in which the Bain Contract documents ha$e been drawn up' this should be indicated here as follows( The language is (insert as applicable) If necessary' this should be $aried to read( The languages are (insert as applicable) and there should be added( The #uling $anguage is (insert as applicable)

Go6e nin$ La8 !: If the go$erning law of the .ubcontract is not the same as the law of the country or state which applies to the Bain Contract and according to which the Bain Contract is construed' this should be indicated here as follows( The law is that in force in (insert name of country) P io it( of S%#&ont a&t Do&%'ents !1 If no .ubcontract Agreement is entered into' the .ubcontract documents should be listed here! If it is decided to $ary the order of precedence for the .ubcontract documents from that pro$ided for in 2art 1 of these Conditions of .ubcontract' such order should be set out here! If it is decided that no order of precedence for the .ubcontract documents should be included' this .ub+Clause may be $aried as follows( ELAB29E The several documents forming the Subcontract are to be ta en as mutually e%planatory of one another! but in the case of ambiguities or discrepancies the priority)! shall be that accorded by law.

CLAUSE >
S%#&ont a&to 7s Res!onsi#i"ities in Re"ation to S%#&ont a&t Wo )s 1!: If in connection with any 2ro$isional .um the .ubcontractor is re,uired to pro$ide design or specification of any part of the 2ermanent =or>s or of any 2lant to be incorporated therein' an additional paragraph may be necessary! ELAB29E The Subcontractor shall indemnify the Contractor against any liability which the Contractor may incur as the result of the failure of the Subcontractor to provide! as agreed design or specification of any part of the "ermanent Wor s or of any "lant to be incorporated therein! and against all claims proceedings! damages! costs! charges and e%penses whatsoever arising out of or in connection therewith. Possi#"e Effe&ts of S%#&ont a&to 7s B ea&.es of S%#&ont a&t 1!1 If the .ubcontractor is delayed in the e*ecution of the .ubcontract =or>s by circumstances which do not entitle the .ubcontractor to an e*tension of the .ubcontractor's "ime for Completion then this would ordinarily be a breach of the .ubcontract! If as a result of such breach the Contractor became liable for li,uidated damages under the Bain Contract the .ubcontractor would' under this .ub+Clause 1!1' be liable to indemnify the Contractor against the same! "he parties may wish to agree on a limit to the .ubcontractor's liability under this .ub+Clause! As an alternati$e to 2assing through li,uidated damages under the Bain Contract to the .ubcontractor' under the .ubcontract' the parties may wish pro$ide for the imposition of li,uidated damages by a special .ub+Clause in the .ubcontract! An e*ample clause for this purpose is gi$en under .ub+Clause ?!1 below! If such e*ample is adopted' it is suggested that the first sentence of .ub+Clause 1!1 be re$ised by inserting' after the word J.ubcontract'J in the first line' the words Jother than delays in the e*ecution of the .ubcontract =or>s or any .ection thereof'J!

CLAUSE ?
S%#&ont a&to 7s Use of Cont a&to 7s E,%i!'ent and-o Ot.e Fa&i"ities /if An(0 in Co''on 8it. Ot.e S%#&ont a&to s %!: The Contractor&s E'uipment and(or other facilities (if any) for Subcontractor)s use in common with other subcontractors are (insert description and specify terms and conditions of use! if any) S%#&ont a&to 7s E1&"%si6e Use of Cont a&to 7s E,%i!'ent and-o Ot.e Fa&i"ities /if An(0 %! The Contractor&s E'uipment and(or other facilities for Subcontractor*s e%clusive use are (insert description and specify terms and conditions of use! if any)

CLAUSE @
Wo )in$ 2o% s on Site: S%#&ont a&to 7s Co'!"ian&e 8it. R%"es and Re$%"ations &!1 The wor ing hours of the Contractor! to be observed by the Subcontractor! are (insert wor ing hours) A6ai"a#i"it( of Site to S%#&ont a&t o and A&&ess to Site &!: If the Contractor is bound to gi$e the .ubcontractor e*clusi$e control of any part of the .ite' this should be stated here!

CLAUSE A
Co''en&e'ent of S%#&ont a&t Wo )s: S%# &ont a&to 7s Ti'e fo Co'!"etion ?!1 If there are different .ubcontractor's "imes for Completion for different .ections of the .ubcontract =or>s' then these should be set out in the Appendi* to .ubcontractor's 5ffer! If the parties wish to pro$ide that the .ubcontractor shall be 9iable for li,uidated damages under the .ubcontract if he is delayed' an additional .ub+Clause should be added!

E3AMPLE SUB5CLAUSE
Li,%idated Da'a$es fo De"a( ?!1 +f the Subcontractor fails to comply with the Subcontractor&s Time for Completion in accordance with Sub,Clause -.. or! if applicable! an)! Section within the relevant time prescribed by Sub,Clause -..! then the Subcontractor shall pay to the Contractor the relevant sum stated in the /ppendi% to Subcontractor&s 0ffer as li'uidated damages for such default and not as a penalty (which sum shall be the only monies due from the Subcontractor for such default) for every day or part of a day which shall elapse between the relevant Subcontractor&s Time for Completion and the date the Subcontract Wor s or the relevant Section is complete as evidenced (where applicable) by a Ta ing 0ver Certificate! sub1ect to the applicable limit on li'uidated damages stated in the /ppendi% to Subcontractor&s 0ffer The Contractor may! without pre1udice to any method of recovery! deduct such damages from monies otherwise becoming due to the Subcontractor. The payment or deduction of such damages shall not relieve the Subcontractor from his obligation to complete the Subcontract Wor s ,. or from any other of his obligations and liabilities under the Subcontract. If this .ub+Clause is used' it is suggested that' as mentioned under .ub+Clause 1!1 abo$e' the first sentence of .ub+Clause 1!1 be re$ised by inserting' after the word J.ubcontract'J in the first line' the words Jother than delays in the e*ecution of the .ubcontract =or>s or any .ection thereof'J! 6oth the amount of li,uidated damages per day for the .ubcontract =or>s and-or if applicable' any .ection thereof' and a limit of li,uidated damages should be set out in the Appendi* to .ubcontractor's 5ffer!

CLAUSE4<
In&o !o ation #( Refe en&e 1:!1 "he parties may wish to agree on whether' and the e*tent to which' the Contractor shall assist the .ubcontractor in respect of customs clearance and re+e*port of .ubcontractor's E,uipment!

CLAUSE4>
S%#&ont a&to 7s O#"i$ations #efo e Ta)in$5O6e 11!1 "he parties may wish to agree that the .ubcontractor's obligations to maintain the .ubcontract =or>s and to remedy any defects therein shall cease as soon as the .ubcontractor has completed the .ubcontract =or>s and irrespecti$e of when a "a>ing+5$er Certificate is issued in regard of the Bain =or>s or the .ection or .ections or part or parts of the Bain =or>s in which the .ubcontract =or>s are comprised! S%#&ont a&to 7s O#"i$ations afte Ta)in$5O6e 11!: "he parties may wish to agree that the .ubcontractor's obligations to remedy defects in the .ubcontract =or>s shall end earlier than or be on different terms from what is applicable to the Contractor under the Bain Contract!

CLAUSE 4?
S%#&ont a&to 7sB O#"i$ation to Ins% e 1%!1The ris s insured (or the insurances effected) by the Subcontractor are (insert description! including sums and names of beneficiaries)

Cont a&to 7s O#"i$ation to Ins% e: S%#&ont a&t Wo )s at S%#&ont a&to 7s Ris) 1%!: The Contractor&s policy of insurance is (insert description)

CLAUSE 4@
If payments ha$e to be made to a nominated .ubcontractor' an additional .ub+Clause should be added!

E3AMPLE SUB5CLAUSE
Di e&t Pa('ent to No'inated S%#&ont a&to 1&!? Sub1ect to the terms of Sub,Clause 23.2 of the Conditions of Main Contract! the Subcontractor shall be entitled to be paid by the Employer direct! upon certificate of 4he Engineer! all payments! less retentions! provided for in the Subcontract! which the Contractor has failed to ma e to the Subcontractor.

CLAUSE 4C
A'i&a#"e Sett"e'ent and A #it ation 19!1 .ub+Clause 19!1 assumes that the Contractor and .ubcontractor will be from different countries or will otherwise wish to pro$ide for the international arbitration of their disputes! "his will not necessarily be so! If it transpires that the successful offer is from a subcontractor atom the same country as the Contractor' for e*ample' they may prefer to ha$e recourse to their own national courts or tribunals 3e$en though the Contractor may ha$e agreed to the international arbitration of disputes under the Bain Contract' as pro$ided for by Clause &? of the @ed 6oo>4! in this case' the two parties would ha$e to agree an appropriate modification to 2art II! In certain circumstances' parties may wish to agree on a longer period than fifty+si* days before either party may commence arbitration of a dispute under the .ubcontract to allow time for the procedure for the settlement of disputes under Clause &? of 2art I of the Federation Internationale des Ingenieurs+Conseils' JConditions of Contract for =or>s of Ci$il Engineering Construction' Fourth Edition 197? @eprinted 199: with further amendmentsJ 3beginning with the reference of a dispute to the Engineer4 to be completed before either party can bring arbitration under the .ubcontract! For e*ample' a period of :18 days from the date a party gi$es notice under .ub+Clause 19!1 is the sum of the $arious time periods in .ub+Clauses &?!1 and &?!: 3namely! 71 days for the Engineer's decision' plus M118 days for the notice of intention to commence arbitration' plus %& days for attempting to reach an amicable settlement4 which must elapse before arbitration may begin under .ub+Clause &?! of 2art I of the aforesaid Conditions! =here it is considered desirable to add to this .ub+Clause pro$isions with respect to the number of arbitrators' the place of arbitration and the language of the arbitration' or where this .ub+Clause should be $aried because it is decided that a settlement of dispute procedure other than that of the International Chamber of Commerce 3ICC4 should be used' the parties may refer to the e*ample 2aragraph and sub+ clause gi$er under Clause &? of 2art II of the Federation Internationale des Ingenieurs+Conseils' JConditions of Contract for =or>s of Ci$il Engineer Construction! Fourth Edition 197? @eprinted 199: with further amendmentsJ!

Dis!%te in Conne&tion 8it. o A isin$ o%t of Main Cont a&t To%&.in$ o Con&e nin$ S%#&ont a&t Wo )sB 19!: =ith respect to disputes in connection with or arising out of the Bain Contract which touch or concern the .ubcontract =or>s' the Contractor and the .ubcontractor may wish to consider agreeing on a procedure for multi+party arbitration 3that is' an arbitration to which the Employer' the Contractor and the .ubcontractor would be parties4! Fowe$er' the current edition of the Federation Internationale des Irg&nieurs+Conseils' JConditions of Contract for =or>s of Ci$il Engineering Construction' Fourth Edition 197? @eprinted 199: with further amendmentsJ ' in con#unction with which these Conditions of .ubcontract are meant to be used' does not pro$ide for the necessary consent by the Employer to multi+ party arbitration! Conse,uently' this would ha$e to be obtained in a separate pro$ision or document in con#unction with any agreement on multi+party arbitration between the Contractor and the .ubcontractor! "he drafting of any clause or agreement pro$iding for the arbitration of disputes among the Employer' the Contractor and the .ubcontractor is a comple* e*ercise! "hus' to draft a multi+party arbitration clause pro$iding for the resolution of such disputes under the dispute resolution pro$isions of the Bain Contract the following matters' among others' need to be considered(

314 "he consent of the Employer' the Contractor and the .ubcontractor to multi+party arbitration will be re,uired 3as mentioned abo$e4! 3:4 "he multi+party arbitration procedure must tie in with the procedure under the Bain Contract re,uiring a reference of a dispute to the Engineer under Clause &? as a condition precedent to arbitration! 3 4 A test in the form of words must be de$eloped for determining when a dispute under the .ubcontract is to be deemed sufficiently similar to a dispute under the Bain Contract to be referable to arbitration under the Bain Contract' e!g! will it be sufficient to state that a dispute in connection with or arising out of the Bain Contract Jwhich touches or concerns the .ubcontract =or>sJ' or presents Jcommon issues of law and factJ with a dispute under the .ubcontract' is referable to arbitration under the Bain ContractN 314 As a practical matter' someone + perhaps the Contractor + will probably ha$e to be gi$en the power to decide when the test is satisfied' that is' when the disputes under the two contracts are to be deemed sufficiently similar to #ustify their being heard in one arbitration under the Bain Contract! If someone is not gi$en this power' the issue would normally fall to be decided by the competent courts' resulting often in much delay! 3%4 A determination will ha$e to be made as to the action 3e!g! a notice to the other parties4 which must be ta>en to permit the hearing of the two disputes in a single a+rbitral proceeding' 3&4 A determination will ha$e to be made as to when such action must be ta>en to permit the #oint hearing of the two disputes! 6efore arbitrators are appointed in any Bain Contract proceedingN Earlier than thisN 3?4 A decision must be made as to the ma*imum number of parties that would be acceptable in any multi+ party arbitration proceeding 3a4 Fori/ontally' all subcontractors of the Contractor in relation to the pro#ect) and 3b4 Hertically' sub+subcontractors' sub+sub+subcontractors' and so on down the lineN "o the e*tent any multi+party arbitration will include parties in addition to the Employer' the Contractor and the .ubcontractor' those parties must also be consented to by all the parties in$ol$ed in the proceeding! 374 As yet' no international arbitration rules 3e!g! ICC or ANCI"@A94 satisfactorily address multi+party arbitration problems! "he abo$e does not address the possibility of disputes under the Bain Contract being resol$ed in a multi+ party arbitration under the dispute resolution pro$isions of the .ubcontract! Fowe$er' similar considerations to those described abo$e would apply! As an alternati$e to a multi+party arbitration' the parties may wish to pro$ide for separate Bain Contract and .ubcontract arbitrations but arrange for some or all of the arbitrators to be common to both proceedings!

CLAUSE <<
If payments ha$e to be made to a nominated .ubcontractor' the Contractor and the .ubcontractor should agree on the proportions or amounts to be paid in foreign currencies in respect of 2ro$isional .ums! If the Contractor has re,uired the .ubcontractor's 5ffer to be e*pressed in a single currency but with payment to be made in more than one currency' the .ubcontractor should state the proportions or amounts of other currency or currencies in which he re,uires payment to be made' and the Contractor and the .ubcontractor should agree on the rate or rates of e*change applicable for calculating the payment of such proportions or amounts! Further additions or modifications may be necessary depending on the contents of 2art II of the Conditions of Bain Contract!

SUBCONTRACTOR7S OFFER
NAME OF SUBCONTRACT: D TO: <entlemen' 1! Fa$ing e*amined the Conditions of .ubcontract' the .ubcontract .pecification' the .ubcontract Drawings' and the .ubcontract 6ill of Iuantities and Addenda No! for the e*ecution of the abo$e+ named .ubcontract =or>s' we' the undersigned' offer to e*ecute and complete such =or>s and remedy any defects therein in conformity with the Conditions of .ubcontract' the .ubcontract .pecification' the .ubcontract Drawings' the .ubcontract 6ill of Iuantities and Addenda for the sum of

or such other sum as may be ascertained in accordance with the said Conditions! :! =e ac>nowledge that the Appendi* hereto forms part of our 5ffer! ! =e underta>e' if our 5ffer is accepted' to commence the .ubcontract =or>s within 11 days' or such other period as may be agreed in writing' after the receipt of your notice to commence' and to complete the whole of the .ubcontract =or>s comprised in the .ubcontract within the time stated in the Appendi* hereto! 1! =e agree to abide by this 5ffer for the period of O days from the date fi*ed for recei$ing the same and it shall remain binding upon us and may be accepted at any time before the e*piration of that period! %! Anless and until a formal .ubcontract Agreement is prepared and e*ecuted this 5ffer' together with your written acceptance thereof' shall constitute a binding contract between us! &! =e understand that you are not bound to accept the lowest or any offer you may recei$e! Dated this day of 199

.ignature in the capacity of Duly authori/ed to sign offers or and on behalf of 3IN 695CD CA2I"A9.4 Address =itness Address 5ccupation 3Note( All details mar>ed O shall be inserted before issue of 5ffer documents!4

APPENDI3 TO SUBCONTRACTORES OFFER Amount of security 3if any4 contract 2rice "ime for issue of notice to commence .ubcontractor's "ime for Completion 2ercentage of in$oice $alue of listed materials and 2lant 2ercentage of @etention Binimum+ amount of .tatement Initials of .ignatory of 5ffer 3Notes( All details in the list abo$e shall be inserted before issue of 5ffer documents! =here a number of days is to be inserted' it is desirable' for consistency with the Conditions of .ubcontract that the number should be a multiple of se$en! PAdditional entries are necessary where pro$ision is included in the .ubcontract 'or( 3a4 completion of .ections 3b4 li,uidated damages 3c4 a bonus 3d4 an ad$ance paymentQ4 ?!1 ?!1 1&!1 3c4 1&! 1&! 3a4 Days Days per cent per cent .ub+Clause :!: cent of the .ub per cent of .ub Contract 2rice

SUBCONTRACT AGREEMENT
"his .ubcontract Agreement made the day of 6etween of 3hereinafter called the JContractor'''4 of the one part and or 3herein after called the J.ubcontractorJ4 of the other part =hereas the Contractor is desirous that certain .ubcontract =or>s should be e*ecuted by .ubcontractor' $i/! and has accepted a .ubcontractor's 5ffer for the e*ecution and completion of such .ubcontract wor>s and the remedying of any defects therein No8 t.is S%#&ont a&t A$ ee'ent 8itnesset. as fo""o8s+ 1! In this .ubcontract Agreement words and' e*pressions shall ha$e the same meanings as are respecti$ely assigned to them in the Conditions of .ubcontract hereinafter referred to! :! "he following documents shall be deemed to form and be read and construed as part of this .ubcontract Agreement' $i/!( 3a4 "he ContractorGs 9etter of Acceptance) 19

3b4 "he .ubcontractor's 5ffer) 3c4 "he Conditions of .ubcontract 32arts I and II4)

3d4 "he .ubcontract .pecification) 3e4 "he .ubcontract Drawings) and "he .ubcontract 6ill of Iuantities!

! In consideration of the payments to be made by the Contractor to the .ubcontractor as hereinafter mentioned the .ubcontractor hereby co$enants with the Contractor to e*ecute and complete the .ubcontract =or>s and remedy any defects therein ill conformity in all respects with the pro$isions of the .ubcontract! 1! "he Contractor hereby co$enants to Day 'the .ubcontractor in consideration of the e*ecution and completion of the .ubcontract =or>s and the remedying of any defects therein the .ubcontract 2rice or such other sum as may become payable under the pro$isions of the .ubcontract at the times and in the manner prescribed by the .ubcontract! In =itness =hereof the parties hereto ha$e caused this .ubcontract Agreement to be e*ecuted the day and year first before written in accordance with their respecti$e laws! "he Common .eal of was hereunto affi*ed in the presence of! or .igned .caled and Deli$ered by the said in the presence of!