8/12/2019 Section 04 51

1/25

Section 4. General Conditions of Contract

A. General

1. Definitions 1.1 The following words and expressions shall have the meaninghereby assigned to them. Boldface type is used to identify thedefined terms:

(a) The Adjudicator is the person appointedointly by the !mployer and the "ontractor to resolvedisputes in the first instance# as provided for in $"" %ub&"lause '..

(b) Bill of Quantities means the priced andcompleted Bill of uantities forming part of the Tender.

(c) Compensation Eventsare those defined in

$"" "lause *+.

(d) Completion Certificate means the"ertificate issued by the !ngineer as evidence that the"ontractor has executed the ,or-s in all respects as perdrawing# specifications and "onditions of "ontract.

(e) The Completion Date is the date ofcompletion of the ,or-s as certified by the !ngineer# inaccordance with $"" "lause +.

(f) Contract Agreement means the/greement entered into between the !mployer and the

"ontractor# together with the "ontract Documents referred totherein# including all attachments# appendices# and alldocuments incorporated by reference therein to execute#complete# and maintain the ,or-s.

(g) Contract Documents means thedocuments listed in $"" "lause 0# including anyamendments thereto.

(h) Contractor means the natural person#private or government enterprise# or a combination of theabove# whose Tender to carry out the ,or-s has beenaccepted by the !mployer and is named as such in the ""

and the "ontract /greement# and includes the legalsuccessors or permitted assigns of the "ontractor.

(i) Contract Pricemeans the price payable tothe "ontractor as specified in the "ontract /greement#subect to such additions and adustments thereto ordeductions therefrom# for the execution# completion andmaintenance of the ,or-s in accordance with the provisionsof the "ontract.

() The Contractors ender is the completedTender Document including the priced offer submitted by the"ontractor to the !mployer.

(-) Da! means calendar day.

General Conditions of Contract | Prepared by 0701046 28

!"#$%& ')

stant $n*ineer

ation $n*ineerin* Deptt.-,a ,aban/ D,a-a.

8/12/2019 Section 04 51

2/25

(l) Da! "or#sare varied wor- inputs subect topayment on a time basis for the "ontractor2s employees and!3uipment# in addition to payments for associated 4aterialsand lant.

(m) / Defectis any part of the ,or-s not completedin accordance with the "ontract.

(n) The Defects Correction Certificate is thecertificate issued by !ngineer upon correction of defects by the"ontractor.

(o) The Defects $ia%ilit! Period is the periodnamed in the "" and calculated from the "ompletion Date.

(p) Dra"ings include calculations and otherinformation provided in %ection 5 or approved by the !ngineer forthe execution and completion of the "ontract.

(3) The Emplo!er is the party named in the ""who employs the "ontractor to carry out the ,or-s.

(r) The Engineeris the person named in the ""(or any other competent person appointed by the !mployer andnotified to the "ontractor) who is responsible for supervising theexecution and completion of the ,or-s and administering the"ontract.

(s) Consultant means 4essrs %haheedullah and/ssociates 6td. 17# 8ahanara $arden# $reen 9oad# Dha-a&10in this roect.

(t) E&uipment is the "ontractor2s machinery and

vehicles brought temporarily to the %ite to construct the ,or-s.(u) GCCmean the $eneral "onditions of "ontract.

(v) Government means the $overnment of theeople2s 9epublic of Bangladesh.

(w) The 'nitial Contract Priceis the "ontract ricelisted in the !mployer2s ;otification of /ward.

(x) The 'ntended Completion Date is the datespecified in the "" on which the "ontractor shall complete the,or-s and may be revised if extension of time or an accelerationorder is issued by the !ngineer.

(y) (aterials are all supplies# includingconsumables# used by the "ontractor for incorporation in the,or-s.

(

8/12/2019 Section 04 51

3/25

,or-s included in the "ontract and any modification or additionmade or approved by the !ngineer.

(ae) The Start Dateis the date given in the "" andit is the latest date when the "ontractor shall commence executionof the ,or-s. =t does not necessarily coincide with any of the %ite

ossession Dates.

(af) Su%contractormeans any natural person#private or

$overnment entity# or a combination of the above# includingits legal successors or permitted assigns# who has a "ontractwith the "ontractor to carry out a part of the wor- in the "ontract#which includes wor- on the %ite.

(ag) emporar! +or#s are wor-s designed#constructed# installed# and removed by the "ontractor thatare needed for construction or installation of the ,or-s.

(ah) / ,ariation is an instruction given by the!ngineer that varies the ,or-s.

(ai) The +or#sare what the "ontract re3uiresthe "ontractor to construct# install# and hand over to the!mployer# as defined in the "".

(a) +riting means any hand&written# type&written# or printed communication including telex# cable andfacsimile transmission.

. "ontractDocuments

.1 %ubect to the order of precedence set forth in $"" %ub&"lause0.1# all documents forming the "ontract (and all parts thereof) areintended to be correlative# complementary# and mutuallyexplanatory.

7. "orrupt#>raudulent#"ollusive or"oerciveractices

7.1 The $overnment re3uires that !mployers# as well as "ontractorsshall observe the highest standard of ethics during theimplementation of procurement proceedings and the execution of"ontracts under public funds.

7. =n pursuance of this re3uirement# the !mployer shall

(a) exclude the "ontractor from participation in the procurementproceedings concerned or reect a proposal for award? and

(b) declare a "ontractor ineligible# either indefinitely or for astated period of time# from participation in procurementproceedings under public fund?

if it at any time determines that the "ontractor has engaged incorrupt# fraudulent# collusive or coercive practices in competingfor# or in executing# a "ontract under public fund.

General Conditions of Contract | Prepared by 0701046 0

8/12/2019 Section 04 51

4/25

7.7 %hould any corrupt# fraudulent# collusive or coercive practice of any-ind referred to in $"" %ub&"lause 7.+ come to the -nowledgeof the !mployer# it shall# in the first place# allow the "ontractor toprovide an explanation and shall# ta-e actions as stated in $""%ub&"lause 7. only when a satisfactory explanation is not

received. %uch exclusion and the reasons thereof# shall berecorded in the record of the procurement proceedings andpromptly communicated to the "ontractor concerned. /nycommunications between the "ontractor and the !mployerrelated to matters of alleged corrupt# fraudulent# collusive orcoercive practices shall be in writing.

7.+ The $overnment defines# for the purposes of this provision# theterms set forth below as follows:

(a) @corrupt practiceA means offering# giving# orpromising to give# directly or indirectly# to any officer or

employee of a rocuring !ntity or other governmentalprivateauthority or individual a gratuity in any form# an employmentor any other thing or service of value# as an inducement withrespect to an act or decision of# or method followed by# arocuring !ntity in connection with the procurementproceeding?

(b) @fraudulent practiceA means a misrepresentationor omission of facts in order to influence a procurementproceedings or the execution of a "ontract to the detrimentof the !mployer#

(c) @collusive practiceA means a scheme or

arrangement among two or more Tenderers with or withoutthe -nowledge of the !mployer (prior to or after proposalsubmission) designed to establish Tender prices at artificial#non&competitive levels and to deprive the !mployer of thebenefits of free# open andgenuine competition? and

(d) @coercive practiceA means harming orthreatening to harm# directly or indirectly# persons or theirproperty to influence the procurement proceedings# or affectthe execution of a "ontract.

7.0 The $overnment re3uires that the "lient2s personnel have an e3ualobligation not to solicit# as- for andor use coercive methods toobtain personal benefits in connection with the said proceedings.

'. =nterpretation +.1 =n interpreting the $""# singular also means plural# male alsomeans female or neuter# and the other way around. Ceadings inthe $"" shall not be deemed part thereof or be ta-en intoconsideration in the interpretation or construance of the "ontract.,ords have their normal meaning under the language of the"ontract unless specifically defined.

General Conditions of Contract | Prepared by 0701046 1

8/12/2019 Section 04 51

5/25

+. !ntire /greement

(a) The "ontract constitutes the entire agreement between the!mployer and the "ontractor and supersedes allcommunications# negotiations and agreements (whetherwritten or oral) of parties with respect thereto made prior to thedate of "ontract /greement.

+.7 ;on&waiver

(a) %ubect to $"" %ub&"lause +.7(b)# no relaxation#forbearance# delay# or indulgence by either party inenforcing any of the terms and conditions of the "ontractor the granting of time by either party to the other shallpreudice# affect# or restrict the rights of that party underthe "ontract# neither shall any waiver by either party of anybreach of "ontract operate as waiver of any subse3uent orcontinuing breach of "ontract.

(b) /ny waiver of a party2s rights# powers# or remedies underthe "ontract must be in writing# dated# and signed by anauthoriorming the"ontract and

riority ofDocuments

0.1 The following documents forming the "ontract shall be interpretedin the following order of priority:

(a) the signed "ontract /greement?

(b) the letter of ;otification of /ward

(c) the completed Tender %ubmission %heet as submittedby the Tenderer?

(d) the priced Bill of uantities as submitted by theTenderer?

(e) the articular "onditions of "ontract?

(f) the $eneral "onditions of "ontract?

(g) the $eneral and articular %pecifications?

(h) the Drawings# and?

General Conditions of Contract | Prepared by 0701046 2

8/12/2019 Section 04 51

6/25

(i) any other document listed in the "" as forming partof the "ontract.

1+. !ligibility *.1 The "ontractor and its %ub&"ontractors shall have the nationality of acountry other than any specified in the "".

*. /ll materials# e3uipment# plant# and suppliesused by the "ontractor in both permanent and temporary wor-s andservices supplied under the "ontract shall have their origin in thecountries except any specified in the "".

1*. $overning6anguage

.1 The "ontract as well as all correspondence and documents relatingto the "ontract exchanged by the "ontractor and the !mployer# shallbe written in !nglish unless otherwise stated in the "". %upportingdocuments and printed literature that are part of the "ontract may bein another language# provided they are accompanied by an accuratetranslation of the relevant passages in !nglish# in which case# for

purposes of interpretation of the "ontract# this translation shallgovern.

. The "ontractor shall bear all costs of translation to the governinglanguage and all ris-s of the accuracy of such translation.

1'. $overning6aw

'.1 The "ontract shall be governed by and interpreted in accordancewith the laws of the eople2s 9epublic of Bangladesh.

15. $ratuties /gency fees

.1 ;o fees# gratuities# rebates# gifts# commissions or other payments#other than those shown in the Tender or the "ontract# shall be givenor received in connection with the procurement process or in the

"ontract execution.

. 8oint enture#"onsortium or/ssociation(8"/)

1.1 =f the "ontractor is a oint venture# consortium# or association# all ofthe parties shall be ointly and severally liable to the !mployer for thefulfilment of the provisions of the "ontract and shall designate oneparty to act as a leader with authority to bind the oint venture#consortium# or association. The composition or the constitution of theoint venture# consortium# or association shall not be altered withoutthe prior consent of the !mployer.

1. "onfidential=nformation

11.1 The !mployer and the "ontractor shall -eep confidential and shallnot# without the written consent of the other party hereto# divulge toany third party any documents# data# or other information furnisheddirectly or indirectly by the other party hereto in connection with the"ontract# whether such information has been furnished prior to#during or following completion or termination of the "ontract.;otwithstanding the above# the "ontractor may furnish to its %ub&"ontractor such documents# data# and other information it receivesfrom the !mployer to the extent re3uired for the %ub&"ontractor toperform its wor- under the "ontract# in which event the "ontractorshall obtain from such %ub&"ontractor an underta-ing ofconfidentiality similar to that imposed on the "ontractor under $"""lause 11.

General Conditions of Contract | Prepared by 0701046

8/12/2019 Section 04 51

7/25

11. The !mployer shall not use such documents# data# and otherinformation received from the "ontractor for any purposes unrelatedto the "ontract. %imilarly# the "ontractor shall not use suchdocuments# data# and other information received from the !mployerfor any purpose other than the design# construction# or other wor-

and services re3uired for the performance of the "ontract.

11.7 The obligation of a party under $"" %ub&"lauses 11.1 and 11.above# however# shall not apply to information that:

a) the !mployer or "ontractor needs to share with institutionsparticipating in the financing of the "ontract?

b) now or hereafter enters the public domain through no fault ofthat party?

c) can be proven to have been possessed by that party at thetime of disclosure and which was not previously obtained#

directly or indirectly# from the other party? ord) otherwise lawfully becomes available to that party from a third

party that has no obligation of confidentiality.

11.+ The above provisions of $"" "lause 11 shall not in any way modifyany underta-ing of confidentiality given by either of the parties heretoprior to the date of the "ontract in respect of the ,or-s or any partthereof.

11.0 The provisions of $"" "lause 11 shall survive completion ortermination# for whatever reason.

*. "ommunications and;otices

1.1 "ommunications between arties (notice# re3uest or consentre3uired or permitted to be given or made by one party to theother) pursuant to the "ontract shall be in writing to the addressspecified in the "".

1. / notice shall be effective when delivered or on the notice2seffective date# whichever is later.

1.7 / arty may change its address for notice hereunder by giving theother arty notice of such change to the address.

5. "opyright 17.1 The copyright in all drawings# documents# and other materials

containing data and information furnished to the !mployer by the"ontractor herein shall remain vested in the "ontractor# or# if they arefurnished to the !mployer directly or through the "ontractor by anythird party# including %uppliers of materials# the copyright in suchmaterials shall remain vested in such third party.

7. /ssignment 1+.1 The "ontractor shall not assign# in whole or in part# its obligationsunder the "ontract# except with the !mployer2s prior written consent.

General Conditions of Contract | Prepared by 0701046 4

8/12/2019 Section 04 51

8/25

71. %ub&"ontracting

10.1 The "ontractor shall obtain approval of the !mployer in writing of all%ub&"ontracts to be awarded under the "ontract if not alreadyspecified in the Tender. %ub&"ontracting shall in no event relieve the"ontractor from any of its obligations# duties# responsibilities# orliability under the "ontract.

10. %ub&"ontractors shall comply with the provisions of $"" "lause 7.

77. Ether"ontractors

1*.1 The "ontractor shall cooperate and share the %ite with other"ontractors# public authorities# utilities# the !ngineer and the!mployer between the dates given in the %chedule of Ether"ontractors# as referred to in the "". The "ontractor shall alsoprovide facilities and services for them as described in the %chedule.The !mployer may modify the %chedule of Ether "ontractors# andshall notify the "ontractor of any such modification.

7+. "ontractor2s

9esponsibil&ities

1.1 The "ontractor shall execute and complete the ,or-s and remedy

any defects therein in conformity in all respects with the provisions ofthe "ontract /greement.

70. !mployer2s9esponsibil&ities

1'.1 The !mployer shall pay the "ontractor# in consideration of theexecution and completion of the ,or-s and the remedying of defectstherein# the "ontract rice or such other sum as may becomepayable under the provisions of the "ontract at the times and in themanner prescribed by the "ontract /greement.

1'. The !mployer shall ma-e its best effort to assist the "ontractor inobtaining# if re3uired# any permit# licence# and approvals from localpublic authorities.

7. %cope of,or-s

15.1 The ,or-s to be executed# completed and maintained shall be asspecified in the Bill of uantities# the $eneral and articular%pecifications and Drawings.

15. Fnless otherwise stipulated in the "ontract# the ,or-s shall includeall such items not specifically mentioned in the "ontract# but that canbe reasonably inferred from the "ontract as being re3uired forcompletion of the ,or-s as if such items were expressly mentionedin the "ontract.

75. "ontract rice .1 The "ontract rice shall be as specified in the "ontract /greement#

subect to any additions and adustments thereto# or deductionstherefrom# as may be made pursuant to the "ontract.

. Fnless otherwise stipulated in the "ontract# the ,or-s shall includeall such items not specifically mentioned in the "ontract but that canbe reasonably inferred from the "ontract as being re3uired forcompletion of the ,or-s as if such items were expressly mentionedin the "ontract.

+1. !ngineer2sDecisions

1.1 !xcept where otherwise specifically stated in the ""# the!ngineer will decide "ontractual matters between the !mployerand the "ontractor in its role as representative of the !mployer.

General Conditions of Contract | Prepared by 0701046

8/12/2019 Section 04 51

9/25

+. ueries aboutthe "ontractconditions

.1 The !ngineer will clarify 3ueries on the "onditions of "ontract.

+7. Delegation 7.1 The !ngineer may delegate any of his duties and responsibilities to

his representative except to the /dudicator# after notifying the"ontractor# and may cancel any delegation# without retroactivity#after notifying the "ontractor.

7. /ny communications to the "ontractor in accordance with suchdelegation shall have the same effect as if it was given by the!ngineer.

++. "ontractor2sersonnel

+.1 The "ontractor shall employ the -ey personnel named in the%chedule of Gey ersonnel# as referred to in the ""# to carry outthe functions stated in the %chedule or other personnel approvedby the !ngineer.

+. The !ngineer will approve any proposed replacement of -eypersonnel only if their relevant 3ualifications and abilities aresubstantially e3ual to or better than those of the personnel listed inthe %chedule.

+.7 =f the !ngineer as-s the "ontractor to remove a person who is amember of the "ontractor2s staff or wor- force from the %ite# heshall state the reasons# and the "ontractor shall ensure that theperson leaves the %ite within three (7) days and has no furtherconnection with the wor- in the "ontract.

+. /pproval of the"ontractor2sTemporary,or-s

0.1 The "ontractor shall submit %pecifications and Drawings showingthe proposed Temporary ,or-s to the !ngineer# who is to approvethem# if they comply with the %pecifications and Drawings.

0. The "ontractor shall be responsible for design of Temporary,or-s.

0.7 /ll Drawings prepared by the "ontractor for the execution of thetemporary or permanent ,or-s# are subect to prior approval bythe !ngineer before their use.

0.+ The !ngineer2s approval shall not alter the "ontractor2s

responsibility for design of the Temporary ,or-s.

0.0 The "ontractor shall obtain approval of third parties to the designof the Temporary ,or-s# where re3uired

0. =nstructions *.1 The "ontractor shall carry out all instructions of the !ngineer thatcomply with the applicable laws where the %ite is located.

07. %ite=nvestigation9eports

.1 The "ontractor# in preparing the Tender# shall rely on any %ite=nvestigation 9eports referred to in the ""# supplemented by anyinformation available to the Tenderer.

0+. ossession ofthe %ite

'.1 The !mployer shall give possession of the %ite# or parts of the %ite#to the "ontractor on the date(s) stated in the "". =f possession

General Conditions of Contract | Prepared by 0701046 6

8/12/2019 Section 04 51

10/25

of a part is not given by the date stated in the ""# the !mployerwill be deemed to have delayed the start of the relevant activities#and this will be a "ompensation !vent.

00. /ccess to the%ite

5.1 The "ontractor shall allow the !ngineer and any person authorisedby the !ngineer access to the %ite and to any place where wor- in

connection with the "ontract is being carried out or is intended tobe carried out.

0*. %afety# %ecurityand rotectionof the!nvironment

7.1 The "ontractor shall throughout the execution and completion ofthe ,or-s and the remedying of any defects therein:

(a) have full regard for the safety of all persons entitled to be uponthe %ite and -eep the %ite and the ,or-s in an orderly state?

(b) provide and maintain at the "ontractor2s own cost all lights#guards# fencing# warning signs and watching for the protectionof the ,or-s or for the safety on&site# and

(c) ta-e all reasonable steps to protect the environment on and offthe %ite and to avoid damage or nuisance to persons or toproperty of the public or others resulting from pollution# noiseor other causes arising as a conse3uence of the "ontractorsmethods of operation.

0. Discoveries 71.1 /nything of historical or other interest or of significant valueunexpectedly discovered on the %ite shall be the property of the!mployer. The "ontractor shall notify the !ngineer of suchdiscoveries and carry out the !ngineer2s instructions for dealingwith them.

0'. ,elfare of6abour 7.1 The "ontractor shall provide proper accommodation to hislabourers and arrange proper water supply# conservancy andsanitation arrangements at the site in accordance with relevantregulations# rules and orders of the government.

7. The "ontractor shall pay reasonable wages to his labourers# andpay them in time. =n the event of delay in payment the !mployermay effect payments to the labourers and recover the cost from the"ontractor.

*. "hild 6abour 77.1 The "ontractor shall comply with the applicable minimum agelabour laws and re3uirements of (including applicable treaties

which have been ratified by) the $overnment of Bangladeshregarding hariday ,or-

7+.1 The "ontractor shall not perform any wor- on the %ite on thewee-ly rest day (>riday)# or during the night# or on any religious orpublic holiday# without the prior written approval of the !ngineer.

*. !mployer2s and"ontractor2s9is-s

70.1 The !mployer carries the ris-s that the "ontract states are!mployer2s ris-s and the "ontractor carries the ris-s that the"ontract states are "ontractor2s ris-s.

General Conditions of Contract | Prepared by 0701046 7

8/12/2019 Section 04 51

11/25

*7. !mployer2s9is-s

7*.1 >rom the %tart Date until the Defects "orrection "ertificate hasbeen issued# the following are !mployer2s ris-s:

(a) the ris- of personal inury# death# or loss of or damage toproperty (excluding the ,or-s# lant# 4aterials# and!3uipment)# which are due to

(i) use or occupation of the %ite by the ,or-s or for thepurpose of the ,or-s# which is the unavoidable result ofthe ,or-s or

(ii) negligence# breach of statutory duty# or interference withany legal right by the !mployer or by any personemployed by or "ontracted to him except the"ontractor.

(b) the ris- of damage to the ,or-s# lant# 4aterials# and!3uipment to the extent that it is due to a fault of the!mployer or in the !mployer2s design# or due to war or

radioactive contamination directly affecting the country wherethe ,or-s are to be executed.

7*. >rom the "ompletion Date until the Defects "orrection "ertificatehas been issued# the ris- of loss of or damage to the ,or-s# lant#and 4aterials is an !mployer2s ris-# except loss or damage due to:

(a) a Defect which existed on the "ompletion Date?

(b) an event occurring before the "ompletion Date# which wasnot itself an !mployer2s ris-? or

(c) the activities of the "ontractor on the %ite after the

"ompletion Date.

*0. "ontractor2s9is-s

7.1 >rom the %tart Date until the Defects "orrection "ertificate hasbeen issued# the ris-s of personal inury# death# and loss of ordamage to property (including# without limitation# the ,or-s# lant#4aterials# and !3uipment) which are not !mployer2s ris-s are"ontractor2s ris-s.

**. =nsurance 7'.1 The "ontractor shall provide# in the oint names of the !mployerand the "ontractor# insurance cover from the %tart Date to the endof the Defects 6iability eriod# in the amounts and deductiblesstated in the "" for the following events which are due to the"ontractor2s ris-s:

(a) loss of or damage to the,or-s# lant# and 4aterials?

(b) loss of or damage to!3uipment?

(c) loss of or damage toproperty (except the ,or-s# lant# 4aterials# and !3uipment)in connection with the "ontract? and

(d) personal inury or death.

General Conditions of Contract | Prepared by 0701046 8

8/12/2019 Section 04 51

12/25

7'. The "ontractor shall deliver policies and certificates of insuranceto the !ngineer# for the !ngineer2s approval# before the %tart Date./ll such insurances shall provide for compensation to be payablein the types and proportions of currencies re3uired to rectify theloss or damage incurred.

7'.7 =f the "ontractor does not provide any of the policies andcertificates re3uired# the !mployer may effect the insurance whichthe "ontractor should have provided and recover the premiumsthe !mployer has paid from payments otherwise due to the"ontractor or# if no payment is due# the payment of the premiumsshall be a debt due.

7'.+ /lterations to the terms of insurance shall not be made without theapproval of the !ngineer.

7'.0 Both parties shall comply with conditions of the insurance policies.

1. Taxes andDuties

75.1 The "ontractor shall be entirely responsible for all taxes# duties#license fees# and other such levies imposed outside and insideBangladesh.

. 6imitation of6iability

+.1 !xcept in cases of criminal negligence or wilful misconduct:

(a) the "ontractor shall not be liable to the !mployer# whether in"ontract# tort# or otherwise# for any indirect or conse3uentialloss or damage# loss of use# loss of production# or loss ofprofits or interest costs# provided that this exclusion shall notapply to any obligation of the "ontractor to pay li3uidated

damages to the !mployer and(b) the aggregate liability of the "ontractor to the !mployer#

whether under the "ontract# in tort or otherwise# shall notexceed the total "ontract rice# provided that this limitationshall not apply to the cost of repairing or replacing defective,or-s# or to any obligation of the "ontractor to indemnify the!mployer with respect to patent infringement

7. >orce 4aeure +1.1 The "ontractor shall not be liable for forfeiture of its erformance%ecurity# li3uidated damages# or termination for default if and to theextent that its delay in performance or other failure to perform itsobligations under the "ontract is the result of an event of >orce4aeure.

+1. >or purposes of this "lause# @>orce 4aeureA means an event orsituation beyond the control of the "ontractor that is not foreseeable#is unavoidable# and its origin is not due to negligence or lac- of careon the part of the "ontractor. %uch events may include# but not belimited to# acts of the !mployer in its sovereign capacity# wars orrevolutions# fires# floods# epidemics# 3uarantine restrictions# andfreight embargoes.

General Conditions of Contract | Prepared by 0701046

8/12/2019 Section 04 51

13/25

+1.7 =f a >orce 4aeure situation arises# the "ontractor shall promptlynotify the !mployer in writing of such condition and the causethereof. Fnless otherwise directed by the !mployer in writing# the"ontractor shall continue to perform its obligations under the"ontract as far as is reasonably practical# and shall see- all

reasonable alternative means for performance not prevented by the>orce 4aeure event.

B. ime Control

+. The ,or-s toBe "ompletedby the =ntended"ompletionDate

+.1 The "ontractor may commence execution of the ,or-s on the%tart Date and shall carry out the ,or-s in accordance with therogramme submitted by the "ontractor# as updated with theapproval of the !ngineer# and complete them by the =ntended"ompletion Date.

0. rogramme of,or-s

+7.1 ,ithin the time stated in the ""# the "ontractor shall submit tothe !ngineer for approval a rogramme showing the generalmethods# arrangements# order# and timing for all the activities inthe ,or-s. The programme may be in the form of an=mplementation %chedule prepared in 4icrosoft roect or in anyother software programme acceptable by the !mployer.

+7. The "ontractor shall submit to the !ngineer for approval anupdated rogramme at intervals no longer than the period statedin the "". /n update of the rogramme shall be a rogrammeshowing the actual progress achieved on each activity and theeffect of the progress achieved on the timing of the remaining

wor-# including any changes to the se3uence of the activities.

+7.7 =f the "ontractor does not submit an updated rogramme at theintervals stated in the ""# the !ngineer may withhold an amountas stated in the "" from the next payment certificate andcontinue to withhold this amount until the next due payment afterthe date on which the overdue rogramme has been submitted.

+7.+ The !ngineer2s approval of the rogramme shall not alter the"ontractor2s obligations. The "ontractor may revise therogramme and submit it to the !ngineer again at any time. /revised rogramme shall show the effect of ariations and

"ompensation !vents.

5. ro 9atarogress

++.1 The "ontractor shall maintain ro 9ata progress of the wor-s.rogress to be achieved shall be pursuant to $"" %ub& "lause+7.1 and shall be determined in terms of the value of the wor-sdone

'. !arly ,arning +0.1 =f at any time during performance of the "ontract# the "ontractoror its %ubcontractors should encounter events# circumstancesconditions that may adversely affect the 3uality of the wor-#increase the "ontract rice or delay the execution of the ,or-s#the "ontractor shall promptly notify the !ngineer in writing of the

delay# its li-ely duration# and its cause. /s soon as practicableafter receipt of the "ontractor2s notice# the !ngineer shall evaluate

General Conditions of Contract | Prepared by 0701046 40

8/12/2019 Section 04 51

14/25

the situation# and the "ontractor shall cooperate with the !ngineerin ma-ing and considering proposals for how the effect of such anevent or circumstance can be avoided or reduced. The !ngineermay re3uire the "ontractor to provide an estimate of the expectedeffect of the future event or circumstance on the "ontract rice

and "ompletion Date. The "ontractor shall provide the estimateas soon as reasonably possible.

'1. !xtension ofthe =ntended"ompletionDate

+*.1 The !ngineer shall extend the =ntended "ompletion Date if a"ompensation !vent occurs or a ariation is issued which ma-esit impossible for "ompletion to be achieved by the =ntended"ompletion Date without the "ontractor ta-ing steps to acceleratethe remaining wor-# which would cause the "ontractor to incuradditional cost. The !ngineer shall notify the "ontractoraccordingly# with a copy of the !mployer.

+*. The !ngineer shall decide whether and by how much to extend

the =ntended "ompletion Date within twenty&one (1) days of the"ontractor as-ing the !ngineer for a decision upon the effect of a"ompensation !vent or ariation and submitting full supportinginformation. =f the "ontractor has failed to give early warning of adelay or has failed to cooperate in dealing with a delay# the delayby this failure shall not be considered in assessing the new=ntended "ompletion Date.

+*.7 !xcept in case of >orce 4aeure# as provided under $"" "lause+1# a delay by the "ontractor in the performance of its "ompletionobligations shall render the "ontractor liable to the imposition ofli3uidated damages pursuant to $"" "lause *'# unless an

extension of time is agreed upon# pursuant to $"" %ub&"lause+*..

+*.+ =f the "ontractor fails to complete the ,or-s by the =ntended"ompletion Date#as extended by the !ngineer as the case maybe# the "ontractor shall be liable to pay li3uidated damages to the!mployer# in accordance with $""# %ub&"lause *'.1.

'+. /cceleration +.1 ,hen the !mployer wants the "ontractor to finish before the=ntended "ompletion Date# the !ngineer will obtain pricedproposals for achieving the necessary acceleration from the"ontractor. =f the !mployer accepts these proposals# the=ntended "ompletion Date will be adusted accordingly andconfirmed by both the !mployer and the "ontractor.

+. =f the !mployer accepts the "ontractor2s priced proposals foracceleration# they are incorporated in the "ontract rice andtreated as a ariation.

'*. Delays Erderedby the !ngineer

+'.1 The !ngineer may instruct the "ontractor to delay the start orprogress of any activity within the ,or-s.

General Conditions of Contract | Prepared by 0701046 41

8/12/2019 Section 04 51

15/25

'. 4anagement4eetings

+5.1 !ither the !ngineer or the "ontractor may re3uire the other toattend a management meeting. The business of a managementmeeting shall be to review the plans for remaining wor- and todeal with matters raised in accordance with the early warningprocedure.

+5. The !ngineer shall record the business of management meetingsand provide copies of the record to those attending the meetingand to the !mployer. The responsibility of the parties for actionsto be ta-en shall be decided by the !ngineer either at themanagement meeting or after the management meeting andstated in writing to all who attended the meeting.

C. Qualit! Control

''. "ontractor to"onstruct the,or-s

0.1The "ontractor shall construct and install the ,or-s in accordancewith the %pecifications and Drawings as scheduled in $"" %ub&"lause 0.1.

'5. ,or-s open to=nspection

01.1/ll wor-s under the "ontract shall at all times be open to inspectionand supervision of the !ngineer# and the "ontractor shall ensurepresence of its representatives at such inspections provided properadvance notice is given by the !ngineer.

5. =dentifyingDefects

0.1The !ngineer shall chec- the "ontractor2s wor- and notify the"ontractor of any Defects that are found. %uch chec-ing shall notaffect the "ontractor2s responsibilities. The !ngineer may instructthe "ontractor to search for a Defect and to uncover and test anywor- that the !ngineer considers may have a Defect.

51. Tests 07.1 =f the !ngineer instructs the "ontractor to carry out a test notspecified in the %pecification to chec- whether any wor- has aDefect and the test shows that it does# the "ontractor shall pay forthe test and any samples. =f there is no Defect# the test shall be a"ompensation !vent.

5. !xamination of,or- beforecovering up

0+.1;o part of the ,or-s shall be covered up or put out of view withoutthe approval of the !ngineer. The "ontractor shall give notice inwriting to the !ngineer whenever any such part of the ,or-s isready for examination and the !ngineer shall attend to such

examination without unreasonable delay.

57. "orrection ofDefects

00.1The !ngineer shall give notice to the "ontractor# with a copy to the!mployer# of any Defects before the end of the Defects 6iabilityeriod# which begins at "ompletion# and is defined in the "". TheDefects 6iability eriod shall be extended for as long as Defectsremain to be corrected.

00.!very time notice of a Defect is given# the "ontractor shall correctthe notified Defect within the length of time specified by the!ngineer2s notice.

5+. FncorrectedDefects 0*.1=f the "ontractor has not corrected a Defect within the timespecified in the !ngineer2s notice# the !ngineer will assess the cost

General Conditions of Contract | Prepared by 0701046 42

8/12/2019 Section 04 51

16/25

of having the Defect corrected# and the "ontractor will pay thisamount.

D. Cost Control

50. Bill ofuantities

0.1The Bill of uantities shall contain items for the construction#installation# testing# and commissioning wor- to be done by the"ontractor.

0.The Bill of uantities is used to calculate the "ontract rice. The"ontractor is paid for the 3uantity of the wor- done at the rate in theBill of uantities for each item.

5*. "hanges in theuantities

0'.1=f the final 3uantity of the wor- done differs from the 3uantity in theBill of uantities for the particular item by more than twenty&fivepercent (0H)# provided the change exceeds one percent (1H) ofthe =nitial "ontract rice# the !ngineer shall adust the rate to allow

for the change.

0'.The !ngineer shall not adust rates from changes in 3uantities ifthereby the =nitial "ontract rice is exceeded by more than fifteenpercent (10H)# except with the prior approval of the !mployer.

0'.7=f re3uested by the !ngineer# the "ontractor shall provide the!ngineer with a detailed cost brea-down of any rate in the Bill ofuantities.

5. ariations 05.1/ll ariations shall be included in updated rogrammes producedby the "ontractor.

5'. ayments forariations

*.1The "ontractor shall provide the !ngineer with a 3uotation forcarrying out the ariation when re3uested to do so by the !ngineer.The !ngineer shall assess the 3uotation# which shall be givenwithin seven days of the re3uest or within any longer period statedby the !ngineer and before the ariation is ordered.

*.=f the wor- in the ariation corresponds with an item description inthe Bill of uantities and if# in the opinion of the !ngineer# the3uantity of wor- above the limit stated in $"" %ub&"lause 0'.1 orthe timing of its execution do not cause the cost per unit of 3uantityto change# the rate in the Bill of uantities shall be used tocalculate the value of the ariation. =f the cost per unit of 3uantitychanges# or if the nature or timing of the wor- in the ariation doesnot correspond with items in the Bill of uantities# the 3uotation bythe "ontractor shall be in the form of new rates for the relevantitems of wor-.

*.7=f the "ontractor2s 3uotation is found to be unreasonable# the!ngineer may order the ariation and ma-e a change to the"ontract rice# which shall be based on the !ngineer2s ownforecast of the effects of the ariation on the "ontractor2s costs.

General Conditions of Contract | Prepared by 0701046 4

8/12/2019 Section 04 51

17/25

*.+=f the !ngineer decides that the urgency of varying the wor- wouldprevent a 3uotation being given and considered without delayingthe wor-# no 3uotation shall be given and the ariation shall betreated as a "ompensation !vent.

*.0The "ontractor shall not be entitled to additional payment for coststhat could have been avoided by giving early warning.

55. "ash >low>orecasts

*1.1,hen the rogramme is updated# the "ontractor shall provide the!ngineer with an updated cash flow forecast.

1.ayment"ertificates

*.1The "ontractor shall submit to the !ngineer monthly statements ofthe estimated value of the wor- executed less the cumulativeamount certified previously.

*.The !ngineer shall chec- the "ontractor2s monthly statement andcertify the amount to be paid to the "ontractor.

*.7The value of wor- executed shall be determined by the !ngineer.

*.+The value of wor- executed shall comprise the value of the3uantities of the items in the Bill of uantities completed.

*.0The value of wor- executed shall include the valuation ofariations# "ertified Day wor-s and "ompensation !vents.

*.*The !ngineer may exclude any item certified in a previouscertificate or reduce the proportion of any item previously certifiedin any certificate in the light of later information.

11.ayments *7.1ayments shall be adusted for deductions for advance paymentsand retention. The !mployer shall pay the "ontractor the amountscertified by the !ngineer within twenty&eight (') days of the date ofeach certificate. =f the !mployer ma-es a late payment# the"ontractor shall be paid interest on the late payment in the nextpayment. =nterest shall be calculated from the date by which thepayment should have been made up to the date when the latepayment is made at the prevailing rate of interest for commercialborrowing established in Bangladesh.

*7.=f an amount certified is increased in a later certificate or as a result

of an award by the /dudicator# or an /rbitrator# the "ontractorshall be paid interest upon the delayed payment as set out in thisclause. =nterest shall be calculated from the date upon which theincreased amount would have been certified in the absence ofdispute.

*7.7=tems of the ,or-s for which no rate or price has been entered inwill not be paid for by the !mployer and shall be deemed coveredby other rates and prices in the "ontract.

General Conditions of Contract | Prepared by 0701046 44

8/12/2019 Section 04 51

18/25

1."ompensation!vents

*+.1The following shall be "ompensation !vents:

(a) The !mployer does not give access to the %ite or part of the%ite by the %ite ossession Date stated in the "".

(b) The !mployer modifies the %chedule of Ether "ontractors in

a way that affects the wor- of the "ontractor under the"ontract.

(c) The !ngineer orders a delay or does not issue Drawings#%pecifications# or instructions re3uired for execution ofthe ,or-s on time.

(d) The !ngineer instructs the "ontractor to uncover or to carryout additional tests upon wor-# which is then found tohave no Defects.

(e) The !ngineer unreasonably does not approve a subcontractto be let.

(f) $round conditions are substantially more adverse than couldreasonably have been assumed before issuance of the6etter of /cceptance from the information issued toTenderers (including the %ite =nvestigation 9eports)# frominformation available publicly and from a visual inspectionof the %ite.

(g) The !ngineer gives an instruction for dealing with anunforeseen condition# caused by the !mployer# oradditional wor- re3uired for safety or other reasons.

(h) Ether "ontractors# public authorities# utilities# or the!mployer do not wor- within the dates and other

constraints stated in the "ontract# and they cause delayor extra cost to the "ontractor.

(i) The advance payment is delayed.

() The effects on the "ontractor of any of the !mployer2s 9is-s.

(-) The !ngineer unreasonably delays issuing a "ertificate of"ompletion.

(l) / situation of >orce 4aeure has occurred# as defined in$"" "lause +1?

(m) Ether "ompensation !vents described in the "ontract or

determined by the !ngineer shall apply.

*+.=f a "ompensation !vent would cause additional cost or wouldprevent the wor- being completed before the =ntended "ompletionDate# the "ontract rice shall be increased andor the =ntended"ompletion Date shall be extended. The !ngineer shall decidewhether and by how much the "ontract rice shall be increasedand whether and by how much the =ntended "ompletion Date shallbe extended.

General Conditions of Contract | Prepared by 0701046 4

8/12/2019 Section 04 51

19/25

*+.7/s soon as the "ontractor has provided information demonstratingthe effect of each "ompensation !vent upon the "ontractor2sforecast cost# the !ngineer shall assess it# and the "ontract riceshall be adusted accordingly. =f the "ontractor2s forecast isdeemed unreasonable# the !ngineer shall adust the "ontract rice

based on the !ngineer2s own forecast. The !ngineer will assumethat the "ontractor will react competently and promptly to theevent.

*+.+The "ontractor shall not be entitled to compensation to the extentthat the !mployer2s interests are adversely affected by the"ontractor not having given early warning or not having cooperatedwith the !ngineer.

17."hange in6aws and9egulations

*0.1Fnless otherwise specified in the "ontract# if between the datetwenty&eight (') days before the submission of Tenders for the"ontract and the date of the last "ompletion certificate# any law#

regulation# ordinance# order or bylaw having the force of law isenacted# promulgated# abrogated# or changed in Bangladesh(which shall be deemed to include any change in interpretation orapplication by the competent authorities) that subse3uently affectsthe "ompletion Date andor the "ontract rice# then such"ompletion Date andor "ontract rice shall be correspondinglyincreased or decreased# to the extent that the "ontractor hasthereby been affected in the performance of any of its obligationsunder the "ontract.

*0.The !ngineer shall adust the "ontract rice on the basis of thechange in the amount of taxes# duties# and other levies payable by

the "ontractor# provided such changes have not already beenaccounted for in the price adustment as defined in $"" "lause **andor reflected in the "ontract rice.

1+.rice/dustment

**.1rices shall be adusted for fluctuations in the cost of inputs only ifprovided for in the "". =f so provided# the amounts as certified ineach payment certificate# before deducting for /dvance ayment#shall be adusted by applying the respective price adustment factorto the payment amount. The formula indicated below applies:

P- A B /'m0'o1

where:

is the adustment factor

/ and B are coefficients specified in the ""# representing thenonadustable and adustable portions# respectively# of the"ontract? and

=m is the index prevailing at the end of the month being invoicedand =o is the index prevailing twenty&eight (') days beforeTender opening.

The index to be used is as published by the Bangladesh Bureauof %tandards on a month basis.

General Conditions of Contract | Prepared by 0701046 46

8/12/2019 Section 04 51

20/25

**.=f the value of the index is changed after it has been used in acalculation# the calculation shall be corrected and an adustmentmade in the next payment certificate. The index value shall bedeemed to ta-e account of all changes in cost due to fluctuations incosts.

10.9etention *.1The !mployer shall retain from each payment due to the "ontractorthe proportion stated in the "" until completion of the whole ofthe ,or-s.

*.En completion of the whole of the ,or-s# half the total amountretained shall be repaid to the "ontractor# the remaining half whenthe Defects 6iability eriod has passed and the !ngineer hascertified that all Defects notified by the !ngineer to the "ontractorbefore the end of this period have been corrected.

*.7En completion of the whole of the ,or-s# the "ontractor may

substitute retention money with an unconditional Ban- $uarantee.

1*.6i3uidatedDamages

*'.1The "ontractor shall pay li3uidated damages to the !mployer at therate per day stated in the "" for each day that the "ompletionDate is later than the =ntended "ompletion Date for the wor-s or forany part thereof. =n respect of the value of the delayed wor-s thetotal amount of li3uidated damages shall not exceed the amountdefined in the "". The !mployer may deduct li3uidated damagesfrom payments due to the "ontractor. ayment of li3uidateddamages shall not affect the "ontractor2s liabilities.

*'.=f the =ntended "ompletion Date is extended after li3uidated

damages have been paid# the !ngineer shall correct anyoverpayment of li3uidated damages by the "ontractor by adustingthe next payment certificate. The "ontractor shall be paid intereston the overpayment# calculated from the date of payment to thedate of repayment# at the rates specified in $"" %ub&"lause *7.1.

1.Bonus *5.1The "ontractor shall be paid a Bonus calculated at the rate percalendar day if stated in the "" for each day (less any days forwhich the "ontractor is paid for acceleration) that the "ompletion isearlier than the =ntended "ompletion Date. The !ngineer shallcertify that the ,or-s are complete# although they may not be dueto be complete.

1'./dvanceayment

.1=f so specified in the ""# the !mployer shall ma-e advancepayment to the "ontractor in the amounts and by the dates statedin the "" against provision by the "ontractor of an FnconditionalBan- $uarantee in a form and by a ban- acceptable to the!mployer in an amount e3ual to the advance payment. The$uarantee shall remain effective until the advance payment hasbeen repaid# but the amount of the $uarantee shall beprogressively reduced by the amounts repaid by the "ontractor.=nterest will not be charged on the advance payment.

General Conditions of Contract | Prepared by 0701046 47

8/12/2019 Section 04 51

21/25

.The "ontractor is to use the advance payment only to pay for!3uipment# lant# 4aterials# and mobili

8/12/2019 Section 04 51

22/25

11."ompletion +.1The "ontractor shall re3uest the !ngineer to issue a certificate of"ompletion of the ,or-s# and the !ngineer will do so upondeciding that the wor- is completed.

117.Ta-ing Ever 0.1The !mployer shall ta-e over the %ite and the ,or-s within seven

() days of the !ngineer issuing a "ertificate of "ompletion.

11+.>inal /ccount *.1The "ontractor shall supply the !ngineer with a detailed account ofthe total amount that the "ontractor considers payable under the"ontract before the end of the Defects 6iability eriod. The!ngineer shall issue a Defects "orrection "ertificate and certifyany final payment that is due to the "ontractor within fifty&six (0*)days of receiving the "ontractor2s account if it is correct andcomplete. =f it is not# the !ngineer shall issue within fifty&six (0*)days a schedule that states the scope of the corrections oradditions that are necessary. =f the >inal /ccount is stillunsatisfactory after it has been resubmitted# the !ngineer shall

decide on the amount payable to the "ontractor and issue apayment certificate.

110./s&builtDrawings and4anuals

.1=f @/s BuiltA Drawings andor operating and maintenance manualsare re3uired# the "ontractor shall supply them by the datesstated in the "".

.=f the "ontractor does not supply the Drawings andor manuals bythe dates stated in the ""# or they do not receive the!ngineer2s approval# the !ngineer shall withhold the amountstated in the "" from payments due to the "ontractor.

2. ermination and Settlement of Disputes

11*.Termination '.1 Termination for Default

(a) The !mployer or the "ontractor# without preudice to anyother remedy for breach of "ontract# by giving twenty eight(') days written notice of default to the other party# mayterminate the "ontract in whole or in part if the other partycauses a fundamental breach of "ontract

(b) >undamental breaches of the "ontract shall include# butshall not be limited to# the following:

(i) the "ontractor stops wor- for twenty&eight (') dayswhen no stoppage of wor- is shown on the currentrogramme and the stoppage has not been authori

8/12/2019 Section 04 51

23/25

(iii) the !ngineer gives ;otice that failure to correct aparticular Defect is a fundamental breach of "ontractand the "ontractor fails to correct it within areasonable period of time determined by the!ngineer?

(iv) the "ontractor does not maintain a %ecurity# which isre3uired?

(v) the "ontractor has delayed the completion of the,or-s by the number of days for which the maximumamount of li3uidated damages can be paid# asdefined in the ""?

(vi) the "ontractor# in the udgment of the !mployer hasengaged in corrupt or fraudulent practices# as definedin $"" "lause 7# in competing for or in executing the"ontract? and

'./ payment certified by the !ngineer is not paid by the !mployer to the"ontractor within eighty&four ('+) days of the date of the !ngineer2scertificate?

'.7Termination for =nsolvency.

(a) The !mployer and the "ontractor may at any time terminatethe "ontract by giving notice to the other party if either of theparty becomes ban-rupt or otherwise insolvent. =n suchevent# termination will be without compensation to any party#provided that such termination will not preudice or affect anyright of action or remedy that has accrued or will accrue

thereafter to the other party.

'.+ Termination for "onvenience.

(a) The !mployer# by notice sent to the "ontractor# mayterminate the "ontract# in whole or in part# at any time for itsconvenience. The notice of termination shall specify thattermination is for the !mployer2s convenience# the extent towhich performance of the "ontractor under the "ontract isterminated# and the date upon which such terminationbecomes effective.

'.0 =n the event the !mployer terminates the "ontract in whole or in part#the !mployer shall accept the portion of the ,or-s that arecomplete and ready for handing over after the "ontractor2s receiptof notice of termination at the "ontract. >or the remaining portion ofthe ,or-s# the !mployer may elect:

(a) to have any portion completed by the "ontractor at the"ontract terms and prices? and or

(b) to cancel the remainder and pay to the "ontractor an agreedamount for partially completed ,or-s and for materialsand parts previously procured by the "ontractor# or

General Conditions of Contract | Prepared by 0701046 0

8/12/2019 Section 04 51

24/25

(c) except in the case of termination for convenience as definedin $"" %ub&"lause '.+# engage another "ontractor tocomplete the ,or-s# and in that case the "ontractor shallbe liable to the !mployer for any cost that may beincurred in excess of the sum that would have been paid

to the "ontractor# if the wor- would have been executedand completed by him.

=f the "ontract is terminated# the "ontractor shall stop wor-immediately# ma-e the %ite safe and secure# and leave the %ite assoon as is reasonably possible.

11'.ayment uponTermination

5.1=f the "ontract is terminated because of a fundamental breach of"ontract by the "ontractor# the !ngineer shall issue a certificatefor the value of the wor- done and lant and 4aterials orderedless advance payments received up to the date of the issue ofthe certificate and less the percentage to apply to the value of the

wor- not completed# as indicated in the "". /dditional6i3uidated Damages shall not apply. =f the total amount due tothe !mployer exceeds any payment due to the "ontractor# thedifference shall be a debt payable to the !mployer.

5.=f the "ontract is terminated for the !mployer2s convenience orbecause of a fundamental breach of "ontract by the !mployer#the !ngineer shall issue a certificate for the value of the wor-done# 4aterials ordered# the reasonable cost of removal of!3uipment# repatriation of the "ontractor2s foreign personnelemployed solely on the ,or-s and recruited specifically for the,or-s# and the "ontractor2s costs of protecting and securing the

,or-s# and less advance payments received up to the date ofthe certificate.

115.roperty '.1/ll 4aterials on the %ite# lant# !3uipment# Temporary ,or-s# and,or-s shall be deemed to be the property of the !mployer if the"ontract is terminated because of the "ontractor2s default.

1.>rustration '1.1=f the "ontract is frustrated by the occurrence of a situation of >orce4aeure as defined in $"" "lause +1# the !ngineer shall certifythat the "ontract has been frustrated. The "ontractor shall ma-ethe %ite safe and stop wor- as 3uic-ly as possible after receivingthis certificate and shall be paid for all wor- carried out before

receiving it and for any wor- carried out afterwards to which acommitment was made

11.%ettlement ofDisputes

'.1/micable %ettlement

(a) The !mployer and the "ontractor shall use their best effortsto settle amicably all disputes arising out of or in connectionwith this "ontract or its interpretation.

General Conditions of Contract | Prepared by 0701046 1

8/12/2019 Section 04 51

25/25

'./dudication

(a) =f the "ontractor believes that a decision ta-en by the!ngineer was either outside the authority given to the!ngineer by the "ontract or that the decision was wronglyta-en# the decision shall be refereed to the /dudicator withinfourteen (1+) days of notification of the !ngineer2s decision inwriting.

(b) The /dudicator named in the "" isointly appointed by theparties. =n case of disagreement between the parties# the/ppointing /uthority designated in the "" shall appoint the/dudicator within fourteen (1+) days of receipt of a re3uestfrom either party.

(c) The /dudicator shall give its decision in writing to bothparties within twenty&eight (') days of a dispute beingreferred to it.

(d) The "ontractor shall ma-e all payments (fees andreimbursable expenses) to the /dudicator# and the !mployershall reimburse half of these fees through the regularprogress payments.

(e3 %hould the /dudicator resign or die# or should the !mployerand the "ontractor agree that the /dudicator is notfunctioning in accordance with the provisions of the "ontract?a new /dudicator will be ointly appointed by the !mployerand the "ontractor. =n case of disagreement between the!mployer and the "ontractor the /dudicator shall bedesignated by the /ppointing /uthority designated in the ""

at the re3uest of either party# within fourteen (1+) days ofreceipt of a re3uest from either party.

'.7/rbitration

(a) =f the arties are unable to reach a settlement as per $"""lause '.1(a) within twenty&eight (') days of the firstwritten correspondence on the matter of disagreement# theneither arty may give notice to the other party of its intentionto commence arbitration in accordance with $"" %ub&"lause '.7(b).

(b) The arbitration shall be conducted in accordance with the

/rbitration /ct (/ct ;o 1 of 1) of Bangladesh as atpresent in force and in the place shown in the "".