The FIDIC Short Form of Contract.doc 1 of 11

The FIDIC Short Form of Contract The FIDIC Short Form of Contract – Green Book was drafted as a minor works contract to complement the other standard forms in the FIDIC suite of contracts. Initially the Contract was drafted for simple works with a value of less than USD 500,000 however it has evolved and now it is used for non-complex works regardless of value as it is clearly the complexity of the works which will determine if the short form is appropriate or not. Currently no financial limited is stated within the standard form or its accompanying notes. The Green Book continues to reflect the principles and allocation of risk between the parties as the FIDIC Red and Yellow Books. It allows for either lump sum or other pricing and allows for design by either the Employer or the Contractor. There is no Engineer as with the Red and Yellow Books, but the Employer may nominate his Representative which may or may not be a professional engaged to manage the Contract Works. As the name suggests the Short Form is much briefer than the more detailed Red and Yellow Books with only fifteen clauses and four thousand five hundred words compared to the thirty thousand plus, word count for the Red Book. This standard form includes a combined Offer and Acceptance form of Agreement. All variables such as values, dates time limits and similar items are dealt with and addressed in an Appendix. Definitions are consistent with the other FIDIC standard forms. The events that are termed as the Employer’s risks are gathered into a single clause. Disputes are referred directly to a single adjudicator appointed jointly by the parties in the absence of an Engineer being available to provide a decision in the first instant. Sub-Clause 3.1 of the Green Book provides for the nomination of an Authorised Person to have authority and act for the Employer in all matters under the Contract. The said person shall be nominated by the Employer and stated in the Appendix or may be notified to the Contractor by the Employer from time to time. Sub-Clause 3.2 allows the Employer to additionally nominate another representative by stating: “The Employer may also appoint a firm or individual to carry out certain duties. The appointee may be named in the Appendix, or notified by the Employer to the Contractor from time to time. The Employer shall notify the Contractor of the delegated duties and authority of this Employer’s representative.” Unlike the Red Book it is important to note that the above clause does not allow the Contractor to assume that the Employer’s Representative has authority and so must check the notice of delegation to ensure that anything that the Employer’s Representative does is within his delegated authority. The Green Book allows either traditional design provided by the Employer or it may be used in a design and build manner with design being provided by the Contractor. Sub-Clause 5.1 States: ”The Contractor shall carry out design to the extent specified, as referred to in the Appendix. The Contractor shall promptly submit to the Employer all designs prepared by him. Within 14 days of receipt the Employer shall note any comments or, if the design submitted is not in accordance with the Contract, shall reject it stating the reasons. The Contractor shall not construct any element of the permanent work designed by him within 14 days after the design has been submitted to the Employer or where the design for that element has been rejected. Design that has been rejected shall be promptly amended and resubmitted. The Contractor shall resubmit all designs commented on taking these comments into account as necessary.” Sub-Clause 5.2 deals with the responsibility for design and states: ”The Contractor shall remain responsible for his tendered design and the design under this Clause, both of which shall be fit for the intended purposes defined in the Contract and he shall also remain responsible for any infringement of any patent or copyright in respect of the same. The Employer shall be responsible for the Specification and Drawings.” It attempts to provide a distinct limit of responsibility for the Specification which would be termed as the Employer’s Requirements under the Yellow or Silver Book. In effect the Short Form makes each party responsible for their own design as is required to be provided under the Contract. It has been said that this will lead to debate as to if any design flaws can be effectively tracked back to the design of the Contractor or Employer. The Short Form, however, does avoid the possibility of disputes stemming from shared ownership or responsibility for a document. Sub-Clause 6.1 lists the Employer’s Liabilities which are events which can be found in nearly all standard forms as being valid reasons for considering and awarding of financial and time claims. Items (a) to (e) are the normal collection of risks such as wars, riots and nuclear contamination which one becomes accustomed to seeing in standard forms. Delays and costs caused by the Employer are covered by (f) early use, (g) Employer’s design, 6) suspension, (k) failure by the Employer and (m) variations. Force majeure and unforeseeable forces of nature are at items (h) and (i). Changes of law are at (n) and

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inevitable losses and damage which are the consequence of the works are covered by (o) and (p). The actual Extension of Time and Rights to Claim Additional Payment are dealt with in Sub-Clauses 7.3 and 10.4 There is no express obligation on the Employer to provide soils data or indeed upon the Contractor to have examined the Site prior to tendering. Both of these factors will have to be taken into account when considering what is reasonably foreseeable by an experienced contractor. The more data that is given to the Contractor, the less he will be able to plead reasonable. Sub-Clause 7.3 is short and simple: “Subject to Sub-Clause 10.3, the Contractor shall be entitled to an extension to the Time for Completion if he is or will be delayed by any of the Employer’s Liabilities. On receipt of an application from the Contractor, the Employer shall consider all supporting details provided by the Contractor and shall extend the Time for Completion as appropriate. “ Sub-Clause 7.4 deals with late completion where if the Contractor is late, then he pays a stated amount per day however there is no notice provision which may be viewed by some as an oversight, but in the context that the contract is for use in connection with minor works the omission may be justified and the inclusion of an early warning provision in sub-clause 10.3 does place obligations on the Contractor to minimise and notify the Employer as follows: “A Party shall notify the other as soon as he is aware of any circumstance which may delay or disrupt the Works, or which may give rise to a claim for additional payment. The Contractor shall take all reasonable steps to minimise these effects. The Contractor’s entitlement to extension to the Time for Completion or additional payment shall be limited to the time and payment which would have been due if he had given prompt notice and had taken all reasonable steps. “ Although this provision would not address to all possible circumstances it should limit the Contractors recovery of loss and expense in the event that the Contractors failure to notify of an event leading to time or cost implications where such notification would have allowed the Employer to take steps to minimise or mitigate such delays or additional costs. Claims for additional payment are dealt with in Sub-Clause 10.4 which as with Sub-Clause 7.3 refers to the list of Employer’s Liabilities in Sub-Clause 6.1. The Contractor is paid “Cost” which has the same definition as the other FIDIC forms, being: “All expenditure properly incurred (or to be incurred) by the Contractor, whether on or off the Site, including overheads and similar charges, but does not include profit”. Variations are dealt with by Sub-Clause 10.1 which simply states: “The Employer may instruct Variations.” The terms “Variation” is defined as “a change to the Specification and/or Drawings (if any) which is instructed by the Employer under clause 10.1.” The Procedure for Variations and Claims is detailed in Sub-Clause 10.5 which says: “The Contractor shall submit to the Employer an itemised make-up of the value of Variations and claims within 28 days of the instruction or of the event giving rise to the claim. The Employer shall check and if possible agree the value. In the absence of agreement, the Employer shall determine the value.” Variations are then valued in accordance with Sub-Clause 10.2 at an agreed lump sum, or at contract rates, or at new rates based on existing rates or new rates considered appropriate by the Employer or at Daywork rates. Force Majeure is defined under Sub-Clause 1.1.14 in a similar manner to the major forms but without the list of examples that are traditionally found in force majeure clauses: “Force Majeure” means an exceptional event or circumstance: which is beyond a Party’s control; which such Party could not reasonably have provided against before entering into the Contract; which, having arisen, such Party could not reasonably have avoided or overcome; and, which is not substantially attributable to the other Party. Force majeure is one of the Employer’s Liabilities and also has its own Sub-Clause 13.2 which permits a party prevented from performing to suspend and, if the event prevents performance for 12 weeks or more, to terminate by giving 28 days’ notice. Clause 12 deals with termination and provides that the Employer may give a 14-day notice to correct some default under the contract. If the Contractor has not “taken all practicable steps remedy the default” within the 14 days, then the Employer may terminate. Similarly, the Contractor can give a 7-day notice of non-payment. If the money does not arrive within the 7 days, then the Contractor can suspend. Three weeks later (28 days from the first notice), if payment is

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still not forthcoming, the Contractor may terminate, again with immediate effect any time in the next 3 weeks. Compensation recoverable due to termination is dealt with under Sub-Clause 12.4 which states: “After termination, the Contractor shall be entitled to payment of the unpaid balance of the value of the Works executed and of the Materials and Plant reasonably delivered to the Site, adjusted by the following:

a) any sums to which the Contractor is entitled under Sub-Clause 10.4, b) any sums to which the Employer is entitled, c) if the Employer has terminated under Sub-Clause 12.1 or 12.3, the Employer shall be entitled to a sum equivalent to 20% of the value of those parts of the Works not executed at the date of the termination, d) if the Contractor has terminated under Sub-Clause 12.2 or 12.3, the Contractor shall be entitled to the Cost of his suspension and demobilisation together with a sum equivalent to 10% of the value of those parts of the Works not executed at the date of termination.

The net balance due shall be paid or repaid within 28 days of the notice of termination. The 20% stated Sub-Clause 12.4 (c) represents an estimate of the typical extra costs of engaging an alternative contractor to complete the Works where a Contractor has defaulted; and the 10% stated in Sub-Clause 12.4 (d) represents fair compensation for lost profit where the Employer has defaulted. Clause 15 provides for disputes to be referred to adjudication by a single adjudicator to be agreed or appointed by the President of FIDIC unless another nominating body is named in the Appendix. The Rules are unique to the Green Book and give the adjudicator 8 weeks to make a decision. The decision is final unless one party gives notice of dissatisfaction in accordance with Sub-Clause 15.2 within 4 weeks which states: “If a Party is dissatisfied with the decision of the adjudicator or if no decision is given within the time set out in the Rules, the Party may give notice of dissatisfaction referring to this Sub-Clause within 28 days of receipt of the decision or the expiry of the time for the decision. If no notice of dissatisfaction is given within the specified time, the decision shall be final and binding on the Parties. If notice of dissatisfaction is given within the specified time, the decision shall be binding on the Parties who shall give effect to it without delay unless and until the decision of the adjudicator is revised by an arbitrator. “ There is no provision for amicable settlement, and at any time after the notice of dissatisfaction a party may commence arbitration. The UNCITRAL arbitration rules are suggested but alternative rules for arbitration may be substituted.

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Mapping between Green and Yellow book 1 GENERAL PROVISONS 1 GENERAL PROVSIONS 2 THE EMPLOYER 2 THE EMPLOYER 3 EMPLOYER'S REPRESENTATIVES 3 THE ENGINEER 4 THE CONTRACTOR 4 THE CONTRACTOR 5 DESIGN BY CONTRACTOR 5 DESIGN 6 EMPLOYER'S LIABILITIES 7 TIME FOR COMPLETION 8 COMMENCEMENT, DELAYS AND SUSPENSION

8.2 TIME FOR COMPLETION 8 TAKING-OVER 10 EMPLOYER'S TAKING OVER 9 REMEDYING EFFECTS 11 DEFECTS LIABILITY

11.1 Completion of Outstanding Work and Remedying Defects

10 VARIATIONS AND CLAIMS 13 VARIATIONS AND ADJUSTMENTS 11 CONTRACT PRICE AND PAYMENT 14 CONTRACT PRICE AND PAYMENT 12 DEFAULT 13 RISK AND RESPONSIBILITY 17 RISK AND RESPONSIBILITY 14 INSURANCE 18 INSURANCE 15 RESOLUTION OF DISPUTES 20 CLAIMS, DISPUTES AND ARBITRATION Clauses not used in Green Book 6 STAFF AND LABOUR 7 PLANT, MATERIALS AND WORKMANSHIP 9 TESTS ON COMPLETION 12 TESTS AFTER COMPLETION 15 TERMINATION BY EMPLOYER 16 SUSPENSION AND TERMINATION BY CONTRACTOR Mapping between Green and Yellow book detail Green Book Yellow Book 1 GENERAL PROVSONS 1.1 Definitions The Contract Persons Dates, Times and Periods Money and Payments Other Definitions 1 .2 Interpretation 1 .3 Priority of Documents 1.4 Law 1 .5 Communications 1 .6 Statutory Obligations

1 GENERAL PROVISIONS 1 1.1 Definitions 1.2 Interpretation 1.3 Communications 1.4 Law and Language 1.5 Priority of Documents 1.6 Contract Agreement 1.7 Assignment 1.8 Care and Supply of Documents 1.9 Errors in the Employer's Requirements 1.10 Employer's Use of Contractor's Documents 1.11 Contractor's Use of Employer's Documents 1.12 Confidential Details 1.13 Compliance with Laws 1.14 Joint and Several Liability

2 THE EMPLOYER 2.1 Provision of Site 2.2 Permits and Licences 2.3 Employers Instructions 2.4 Approvals

2 THE EMPLOYER 2.1 Right of Access to the Site 2.2 Permits, Licences or Approvals 2.3 Employer's Personnel 2.4 Employer's Financial Arrangements 2.5 Employer's Claims

3 EMPLOYER'S REPRESENTATIVES 3.1 Authorised Person 3.2 Employers Representatives

3 THE ENGINEER 3.1 Engineer's Duties and Authority 3.2 Delegation by the Engineer 3.3 Instructions of the Engineer 3.4 Replacement of the Engineer 3.5 Determinations

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4 THE CONTRACTOR 4.1 General Obligations 4.2 Contractors Representative 4.3 Subcontracting 4.4 Performance Security

4 THE CONTRACTOR 4.1 Contractor's General Obligations 4.2 Performance Security 4.3 Contractor's Representative 4.4 Subcontractors 4.5 Nominated Subcontractors 4.6 Co-operation 4.7 Setting Out 4.8 Safety Procedures 4.9 Quality Assurance 4.10 Site Data 4.11 Sufficiency of the Accepted 4.12 Contract Amount 4.13 Unforeseeable Physical Conditions 4.14 Rights of Way and Facilities 4.15 Avoidance of Interference 4.16 Access Route 4.17 Transport of Goods 4.18 Contractor's Equipment 4.19 Protection of the Environment 4.20 Electricity, Water and Gas 4.21 Employer's Equipment and Free-Issue Material 4.22 Progress Reports 4.23 Security of the Site 4.25 Contractor's Operations on Site 4.26 Fossils

5 DESIGN BY CONTRACTOR 5.1 Contractors Design 5.2 Responsibility for Design

5 DESIGN 5.1 General Design Obligations 5.2 Contractor's Documents 5.3 Contractor's Undertaking 5.4 Technical Standards and Regulations 5.5 Training 5.6 As-Built Documents 5.7 Operation and Maintenance Manuals 5.8 Design Error

6 EMPLOYER'S LIABILITIES 6.1 Employers Liabilities

6 STAFF AND LABOUR 6.1 Engagement of Staff and Labour 6.2 Rates of Wages and Conditions of Labour 6.3 Persons in the Service of Employer 6.4 Labour Laws 6.5 Working Hours 6.6 Facilities for Staff and Labour 6.7 Health and Safety 6.8 Contractor's Superintendence 6.9 Contractor's Personnel 6.10 Records of Contractor's Personnel and Equipment 6.11 Disorderly Conduct

7 TIME FOR COMPLETION 7.1 Execution of the Works 7.2 Programme 7.3 Extension of Time 7.4 Late Completion

7 PLANT, MATERIALS AND WORKMANSHIP 7.1 Manner of Execution 7.2 Samples 7.3 Inspection 7.4 Testing 7.5 Rejection 7.6 Remedial Work 7.7 Ownership of Plant and Materials 7.8 Royalties

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8 TAKING-OVER 8.1 Completion 8.2 Taking-Over Notice

8 COMMENCEMENT, DELAYS AND SUSPENSION 8.1 Commencement of Works 8.2 Time for Completion 8.3 Programme 8.4 Extension of Time for Completion 8.5 Delays Caused by Authorities 8.6 Rate of Progress 8.7 Delay Damages 8.8 Suspension of Work 8.9 Consequences of Suspension 8.10 Payment for Plant and Materials in Event of Suspension 8.11 Prolonged Suspension 8.12 Resumption of Work

9 REMEDYING EFFECTS 9.1 Remedying Defects 9.2 Uncovering and Testing

9 TESTS ON COMPLETION 9.1 Contractor's Obligations 9.2 Delayed Tests 9.3 Retesting 9.4 Failure to Pass Tests on Completion

10 VARIATIONS AND CLAIMS 10.1 Right to Vary 10.2 Valuation of Variations 10.3 Early Warning 10.4 Right to Claim 10.5 Variation and Claim Procedure

10 EMPLOYER'S TAKING OVER 10.1 Taking Over of the Works and Sections 10.2 Taking Over of Parts of the Works 10.3 Interference with Tests on Completion 10.4 Surfaces Requiring Reinstatement

11 CONTRACT PRICE AND PAYMENT 11.1 Valuation of the Works 11 .2 Monthly Statements 11 .3 Interim Payments 11 .4 Payment of First Half of Retention 11 .5 Payment of Second Half of Retention 11 .6 Final Payment 11.7 Currency 11 .8 Delayed Payment

11 DEFECTS LIABILITY 11 .1 Completion of Outstanding Work and Remedying Defects 11.2 Cost of Remedying Defects 11.3 Extension of Defects Notification Period 11.4 Failure to Remedy Defects 11.5 Removal of Defective Work 11.6 Further Tests 11 .7 Right of Access 11.8 Contractor to Search 11.9 Performance Certificate 11.10 Unfulfilled Obligations 11.11 Clearance of Site

12 DEFAULT 12.1 Default by Contractor 12.2 Default by Employer 12.3 Insolvency 12.4 Payment upon Termination

12 TESTS AFTER COMPLETION 12.1 Procedure for Tests after Completion 12.2 Delayed Tests 12.3 Retesting 12.4 Failure to Pass Tests after Completion

13 RISK AND RESPONSIBILITY 13.1 Contractors Care of the Works 13.2 Force Majeure

13 VARIATIONS AND ADJUSTMENTS 13.1 Right to Vary 13.2 Value Engineering 13.3 Variation Procedure 13.4 Payment in Applicable Currencies 13.5 Provisional Sums 13.6 Daywork 13.7 Adjustments for Changes in Legislation 13.8 Adjustments for Changes in Cost

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14 INSURANCE 14.1 Extent of Cover 14.2 Arrangements 14.3 Failure to Insure

14 CONTRACT PRICE AND PAYMENT 14.1 The Contract Price 14.2 Advance Payment 14.3 Application for Interim Payment Certificates 14.4 Schedule of Payments 14.5 Plant and Materials intended for the Works 14.6 Issue of Interim Payment Certificates 14.7 Payment 14.8 Delayed Payment 14.9 Payment of Retention Money 14.10 Statement at Completion 14.11 Application for Final Payment Certificate 14.12 Discharge 14.13 Issue of Final Payment Certificate 14.14 Cessation of Employer's Liability 14.15 Currencies of Payment

15 RESOLUTION OF DISPUTES 15.1 Adjudication 15.2 Notice of Dissatisfaction 15.3 Arbitration

15 TERMINATION BY EMPLOYER 15.1 Notice to Correct 15.2 Termination by Employer 15.3 Valuation at Date of Termination 15.4 Payment after Termination 15.5 Employer's Entitlement to Termination

16 SUSPENSION AND TERMINATION BY CONTRACTOR 16.1 Contractor's Entitlement to Suspend Work 16.2 Termination by Contractor 16.3 Cessation of Work and Removal of Contractor's Equipment 16.4 Payment on Termination

17 RISK AND RESPONSIBILITY 17.1 Indemnities 17.2 Contractor's Care of the Works 17.3 Employer's Risks 17.4 Consequences of Employer'S Risks 17.5 Intellectual and Industrial Property Rights 17.6 Limitation of Liability

18 INSURANCE 18.1 General Requirements for Insurances 18.2 Insurance for Works and Contractor's Equipment 18.3 Insurance against Injury to Persons and Damage to Property 18.4 Insurance for Contractor's Personnel

19 FORCE MAJEURE 19.1 Definition of Force Majeure 19.2 Notice of Force Majeure 19.3 Duty to Minimise Delay 19.4 Consequences of Force Majeure 19.5 Force Majeure Affecting Subcontractor 19.6 Optional Termination, Payment and Release 19.7 Release from Performance under the Law

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20 CLAIMS, DISPUTES AND ARBITRATION 20.1 Contractor's Claims 20.2 Appointment of the Dispute Adjudication Board 20.3 Failure to Agree Dispute Adjudication Board 20.4 Obtaining Dispute Adjudication Board's Decision 20.5 Amicable Settlement 20.6 Arbitration 20.7 Failure to Comply with Dispute Adjudication Board's Decision 20.8 Expiry of Dispute Adjudication Board's Appointment

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Detail Clauses Green Book Yellow Book 2.1 Provision of Site The Employer shall provide the Site and right of access thereto at the times stated in the Appendix.

2.1 Right of Access to the Site The Employer shall give the Contractor right of access to, and possession of, all parts of the Site within the time (or times) stated in the Appendix to Tender. The right and possession may not be exclusive to the Contractor. If, under the Contract, theEmployer is required to give (to the Contractor) possession of any foundation, structure, plant or means of access, the Employer shall do so in the time and manner stated in the Employer's Requirements. However, the Employer may withhold any such right or possession until the Performance Security has been received. If no such time is stated in the Appendix to Tender, the Employer shall give the Contractor right of access to, and possession of, the Site within such times as may be required to enable the Contractor to proceed in accordance with the programme submitted under Sub-Clause 8.3 [Programme]. If the Contractor suffers delay and/or incurs Cost as a result of a failure by the Employer to give any such right or possession within such time, the Contractor shall give notice to the Engineer and shall be entitled subject to Sub-Clause 20.1 [Contractor's Claims] to: (a) an extension of time for any such delay, if completion is or will be delayed, under Sub-Clause 8.4 [Extension of Time for Completion], and (b) payment of any such Cost plus reasonable profit, which shall be included in the Contract Price.

2.2 Permits and Licences The Employer shall, if requested by the Contractor, assist him in applying for permits, licences or approvals which are required for the Works.

2.2 Permits, Licences or Approvals The Employer shall (where he is in a position to do so) provide reasonable assistance to the Contractor at the request of the Contractor: (a) by obtaining copies of the Laws of the Country which are relevant to the Contract but are not readily available, and (b) for the Contractor's applications for any permits, licences or approvals required by the Laws of the Country: (i) which the Contractor is required to obtain under Sub-Clause 1.13 [Compliance with Laws], (ii) for the delivery of Goods, including clearance through customs, and (iii) for the export of Contractor's Equipment when it is removed from the Site.

3.2 Employer's Representative The Employer may also appoint a firm or individual to carry out certain duties. The appointee may be named in the Appendix, or notified by the Employer to the Contractor from time to time. The Employer shall notify the Contractor of the delegated duties and authority of this Employer's representative.

3.1 Engineer's Duties and Authority The Employer shall appoint the Engineer who shall carry out the duties assigned to him in the Contract. The Engineer's staff shall include suitably qualified engineers and other professionals who are competent to carry out these duties.

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5.2 Responsibility for Design The Contractor shall remain responsible for his tendered design and the design under this Clause, both of which shall be fit for the intended purposes defined in the Contract and he shall also remain responsible for any infringement of any patent or copyright in respect of the same. The Employer shall be responsible for the Specification and Drawings.

5.3 Contractor's Undertaking The Contractor undertakes that the design, the Contractor's Documents, the execution and the completed Works will be in accordance with: (a) the Laws in the Country, and (b) the documents forming the Contract, as altered or modified by Variations.

5.1 Contractor's Design The Contractor shall carry out design to the extent specified, as referred to in the Appendix. The Contractor shall promptly submit to the Employer all designs prepared by him. Within 14 days of receipt the Employer shall notify any comments or, if the design submitted is not in accordance with the Contract, shall reject it stating the reasons. The Contractor shall not construct any element of the permanent work designed by him within 14 days after the design has been submitted to the Employer or where the design for that element has been rejected. Design that has been rejected shall be promptly amended and resubmitted. The Contractor shall resubmit all designs commented on taking these comments into account as necessary.

5.1 General Design Obligations The Contractor shall carry out, and be responsible for, the design of the Works. Design shall be prepared by qualified designers who are engineers or other professionals who comply with the criteria (if any) stated in the Employer's Requirements. Unless otherwise stated in the Contract, the Contractor shall submit to the Engineer for consent the name and particulars of each proposed designer and design Subcontractor. The Contractor warrants that he, his designers and design Subcontractors have the experience and capability necessary for the design. The Contractor undertakes that the designers shall be available to attend discussions with the Engineer at all reasonable times, until the expiry date of the relevant Defects Notification Period. Upon receiving notice under Sub-Clause 8.1 Commencement of Works], the Contractor shall scrutinise the Employer's Requirements (including design criteria and calculations, if any) and the items of reference mentioned in Sub-Clause 4.7 [Setting Out]. Within the period stated in the Appendix to Tender, calculated from the Commencement Date, the Contractor shall give notice to the Engineer of any error, fault or other defect found in the Employer's Requirements or these items of reference. After receiving this notice, the Engineer shall determine whether Clause 13 [Variations and Adjustments] shall be applied, and shall give notice to the Contractor accordingly. If and to the extent that (taking account of cost and time) an experienced contractor exercising due care would have discovered the error, fault or other defect when examining the Site and the Employer's Requirements before submitting the Tender, the Time for Completion shall not be extended and the Contract Price shall not be adjusted.

7.1 Execution of the Works The Contractor shall commence the Works on the Commencement Date and shall proceed expeditiously and without delay and shall complete the Works within the Time for Completion.

8.2. Time for Completion The Contractor shall complete the whole of the Works, and each Section (if any), within the Time for Completion for the Works or Section (as the case may be), including: a. achieving the passing of the Tests on Completion, and b. completing all work which is stated in the Contract as being required for the Works or Section to be considered to be completed for the purposes of taking over under Sub-Clause 10.1 [Taking Over of the Works and Sections].

8.2 Taking-Over Notice The Employer shall notify the Contractor when he considers that the Contractor has completed the Works stating the date accordingly. Alternatively, the Employer may notify the Contractor that the Works, although not fully complete, are ready for taking over, stating the date accordingly.

10.1 Taking Over of the Works and Sections The Contractor may apply by notice to the Engineer for a Taking-Over Certificate not earlier than 14 days before the Works will, in the Contractor's opinion, be complete and ready for taking over. If the Works are divided into Sections, the Contractor may similarly apply for a Taking-Over Certificate for each Section.

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10.1 Right to Vary The Employer may instruct Variations.

13.1 Right to Vary Variations may be initiated by the Engineer at any time prior to issuing the Taking-Over Certificate for the Works, either by an instruction or by a request for the Contractor to submit a proposal. A Variation shall not comprise the omission of any work which is to be carried out by others.

10.5 Variation and Claim The Contractor shall submit to the Employer an itemised make-up of the value of Procedure Variations and claims within 28 days of the instruction or of the event giving rise to the claim. The Employer shall check and if possible agree the value. In the absence of agreement, the Employer shall determine the value.

13.3 Variation Procedure If the Engineer requests a proposal, prior to instructing a Variation, the Contractor shall respond in writing as soon as practicable, either by giving reasons why he cannot comply (if this is the case) or by submitting: (a) a description of the proposed design and/or work to be performed and a programme for its execution, (b) the Contractor's proposal for any necessary modifications to the programme according to Sub-Clause 8.3 [Programme] and to the Time for Completion, and (c) the Contractor's proposal for adjustment to the Contract Price. The Engineer shall, as soon as practicable after receiving such proposal (under SubClause 13.2 [Value Engineering] or otherwise), respond with approval, disapproval or comments. The Contractor shall not delay any work whilst awaiting a response. Each instruction to execute a Variation, with any requirements for the recording of Costs, shall be issued by the Engineer to the Contractor, who shall acknowledge receipt. Upon instructing or approving a Variation, the Engineer shall proceed in accordance with Sub-Clause 3.5 [Determinations] to agree or determine adjustments to the Contract Price and the Schedule of Payments. These adjustments shall include reasonable profit, and shall take account of the Contractor's submissions under SubClause 13.2 [Value Engineering] if applicable.

14 Insurance 14.1 Extent of Cover The Contractor shall, prior to commencing the Works, effect and thereafter maintain insurances in the joint names of the Parties: a) for loss and damage to the Works, Materials, Plant and the Contractor's Equipment, b) for liability of both Parties for loss, damage, death or injury to third parties or their property arising out of the Contractor's performance of the Contract, including the Contractors liability for damage to the Employer's property other than the Works, and c) for liability of both Parties and of any Employer's representative for death or injury to the Contractor's personnel except to the extent that liability arises from the negligence of the Employer, any Employer's representative or their employees.

18.2 Insurance for Works and Contractor's Equipment 18.3 Insurance against Injury to Persons and Damage to Property 18.4 Insurance for Contractor's Personnel