FIDIC业主咨询工程师协议书(白皮书英文版)

FIDIC,

CLIENT/CONSULTANT MODEL SERVICES AGREEMENT

Book””)

(“White Book

Third Edition,1998

CONTENTS

AGREEMENT

GENERAL CONDITIONS

DEFINITIONS AND INTERPRETATION

1.Definitions

2.Interpretation

OBLIGATIONS OF THE CONSULTANT

FIDIC业主/咨询工程师标准服务协议书条件

（白皮书）

业主/咨询工程师标准服务协议书(协议书)

业主/咨询工程师标准服务协议书条件(第一部分标准条件)

业主/咨询工程师标准服务协议书条件(第二部分特殊应用条件)

业主/咨询工程师标准服务协议书条件(第二部分附注)

FIDIC土木工程施工合同条件

(红皮书)

第一部分通用条件 1.定义和解释

第一部分通用条件 2.工程师及工程师代表

第一部分通用条件 3.转让

第一部分通用条件 4.分包

第一部分通用条件 5.合同文件的语言和法律及优先次序

第一部分通用条件 6.图纸

第一部分通用条件7.补充图纸

第一部分通用条件8.一般义务

第一部分通用条件9.合同协议书

第一部分通用条件10.履约保证金

第一部分通用条件1111..现场考察

第一部分通用条件12.标书的完备性

第一部分通用条件13.按合同规定施工

第一部分通用条件14.进度计划

第一部分通用条件15.承包人的自监

第一部分通用条件16.承包人的雇员

第一部分通用条件17.放样

第一部分通用条件18.钻孔和勘探性开挖

第一部分通用条件19.现场环境

第一部分通用条件20.工程照管

第一部分通用条件21.工程和承包人设备的保险

第一部分通用条件22.对人身和财产的损害和赔偿

第一部分通用条件23.第三方保险

第一部分通用条件24.对工人的事故处理和事故保险

第一部分通用条件25.保险的完备性

第一部分通用条件26.遵守法律、法规

第一部分通用条件27.化石

第一部分通用条件28.专利

FIDIC电气与机械工程合同条件

(黄皮书)

第一部分通用条件定义及解释（条款1）

第一部分通用条件工程师和工程师代表（条款2）

第一部分通用条件转让与分包（条款3和4）

第一部分通用条件合同文件（条款5，6，7）

第一部分通用条件承包商的义务（条款8，9，10，11，12，13，14，15和16）

第一部分通用条件业主的义务（条款17）

第一部分通用条件劳务（条款18）

第一部分通用条件工艺和材料（条款19，20，21和22）

第一部分通用条件工程、运送或安装的暂停

第一部分通用条件竣工

第一部分通用条件竣工检验

第一部分通用条件移交

第一部分通用条件移交后的缺陷

第一部分通用条件变更

第一部分通用条件设备的所有权

第一部分通用条件证书与支付

第一部分通用条件索赔

第一部分通用条件外币和汇率

第一部分通用条件暂定金额

第一部分通用条件风险与责任

第一部分通用条件对工程的照管和风险的转移

第一部分通用条件财产损害和人员伤害

第一部分通用条件责任的限度

第一部分通用条件保险

第一部分通用条件不可抗力

第一部分通用条件违约

第一部分通用条件费用和法规的变更

第一部分通用条件关税

第一部分通用条件通知

FIDIC

施工合同条件

（1999年第一版）

用于业主设计的房屋建筑或工程

通用条件

专用条件编制指南

争端裁决协议书格式

投标函、合同协议书格式

周可荣刘雯

万彩芸王健译

说明：因时间较紧，本译稿未经仔细校对，

仅供培训班使用。

请勿复印传播。请勿正式引用。

CONTENTS CONTENTS

1 GENERAL PROVISIONS 1 GENERAL PROVISIONS (1)

1 1.1 D EFINITIONS (1)

1.2 I NT ERPRETA TION (6)

1.3 C OMMUNICA TIONS (6)

1.4 L AW AND L ANGUAGE (7)

1.5 P RIORITY OF D OCUMENT S (7)

1.6 C ONTRAC T A GREEMENT (8)

1.7 A SSIGNMENT (8)

1.8 C ARE AND S UPPL Y OF D OCUMENT S (8)

1.9 C ONFIDENTIALITY (8)

1.10 E MPLOYER ’S U SE OF C ONTRAC TOR ’S D OCUMENTS (9)

1.11 C ONTRAC TOR ’S U SE OF E MPLOYER ’S D OCUMENTS (9)

1.12 C ONFIDENTIAL D ETAILS (10)

1.13 C OMPLIANC E WITH L AWS (10)

1.14 J OINT AND S EVERAL L IABILITY (10)

2 THE EMPLOYER 2 THE EMPLOYER.................................................................................................................................................................................................................................................................................................

.11 2.1 R IGHT OF A CCESS T O THE S ITE (11)

2.2 P ERMITS , L ICENCES OR A PPR OVES (11)

2.3 E MPLOYER ’S PERSONNEL (12)

2.4 E MPLOYER ’S F INANCIAL A RRANGEMENT S (12)

2.5 E MPLOYER ’S C LAIMS (12)

3 THE EMPLOYER’S ADM 3 THE EMPLOYER’S ADMINISTRATIO INISTRATIO INISTRATION N (13)

13 3.1 T HE E MPLOYER ’S R EPRESENTA TIVE (13)

3.2 T HE E MPLOYER ’S PERSONNEL (14)

3.3 D ELEGA TED P ERSONS (14)

3.4 I NSTRUC TIONS (15)

3.5 D ETER MINA TIONS (15)

4 THE CONTRACTOR 4 THE CONTRACTOR (15)

15

目录

1 一般规定 (1)

1.1定义 (1)

1.2解释 (4)

1.3通信交流 (5)

1.4法律和语言 (5)

1.5文件优先次序 (5)

1.6合同协议书 (5)

1.7权益转让 (6)

1.8文件的照管和提供 (6)

1.9保密性 (6)

1.10雇主使用承包商文件 (6)

1.11承包商使用雇主文件 (7)

1.12保密事项 (7)

1.13遵守法律 (7)

1.14共同的和各自的责任 (7)

2雇主 (8)

2.1现场进入权 (8)

2.2许可、执照或批准 (8)

2.3雇主人员 (9)

2.4雇主的资金安排 (9)

2.5雇主的索赔 (9)

3雇主的管理 (9)

3.1雇主代表 (9)

3.2其他雇主人员 (10)

3.3受托人员 (10)

3.4指示 (10)

3.5确定 (10)

4承包商 (11)

4.1承包商的一般义务 (11)

4.2履约担保 (11)

4.3承包商代表 (12)

4.4分包商 (12)

4.5指定的分包商 (13)

4.6合作 (13)

4.7放线 (13)

4.8安全程序 (13)

“FIDIC”一词是国际咨询工程师联合会（法文FEDERATION INTERNA TIONALE DESINGENIEURS - CONSEILS）的缩写。

FIDIC条件的标准文本由英语写成。

FIDIC合同条件第一版由国际咨询工程师联合会于1957年颁布，1963年FIDIC合同条件第二版、1977年FIDIC合同条件第三版、1987年FIDIC合同条件第四版相继问世。

目前使用的国际咨询工程师联合会（FIDIC）编制的《业主/咨询工程师标准服务协议书》、《设计－建造与交钥匙工程合同条件》、《电气与机械工程合同条件》、《土木工程施工合同条件》、《土木工程施工分包合同条件》一般分为协议书、通用（标准）条件和专用特殊条件等三大部分。

（一）FIDIC业主/咨询工程师标准服务协议书条件（白皮书）

FIDIC业主/咨询工程师标准服务协议书条件由协议书、标准条件（第一部分）、特殊应用条件（第二部分）等组成，计44条。并通过业主/咨询工程师标准服务协议书应用指南加以具体指导。

业主/咨询工程师标准服务协议书应用指南由第一章引言、第二章白皮书——第一部分和第二部分（计44条）、第三章白皮书——附加讨论、第四章附件A——服务范围、第五章附件B——业主提供的职员、设备、设施和其他人员的服务、第六章附件C——报酬和支付、第七章授权范围及其制定等组成。

（二）FIDIC设计－建造与交钥匙工程合同条件（橘皮书）

FIDIC设计－建造与交钥匙工程合同条件包括：

第一部分——通用条件：(1)合同；(2)雇主；(3)雇主代表；(4)承包商；(5)设计；(6)职员与劳工；(7)工程设备、材料和工艺；(8)开工、延误和暂停；(9)竣工检验；(10)雇主的接收；(11)竣工后的检验；(12)缺陷责任；(13)合同价格与支付；(14)变更；(15)承包商的违约；(16)雇主的违约；(17)风险和责任；(18)保险；(19)不可抗力；(20)索赔、争端与仲裁。

第二部分——特殊应用条件编制指南、投标书与协议书格式等。

（三）FIDIC电气与机械工程合同条件（黄皮书）

FIDIC电气与机械工程合同条件包括：

序言——序言对由第一部分通用条件的条款所要求的详细细节作了规定。

第一部分——通用条件：(1)定义及解释；(2)工程师和工程师代表；(3)转让与分包；(4)合同文件；(5)概述；(6)承包商的义务；(7)业主的义务；(8)劳务；(9)工艺和材料；(10)工程、运送或安装的暂停；(11)竣工；

(12)竣工检验；(13)验交；(14)验交后的缺陷；(15)变更；(16)设备的所有权；(17)证书与支付；(18)索赔；(19)外币和汇率；(20)暂定金额；(21)风险与责任；(22)对工程的照管和风险的转移；(23)财产损害和人员伤害；

(24)责任的限度；(25)保险；(26)不可抗力；(27)违约；(28)费用和法规的变更；(29)关税；(30)通知；(31)争议与仲裁；(32)法律及程序。

第二部分——专用条件：(1)概述；(2)A项；(3)B项；(4)投标保函；(5)履约保函；(6)变更命令；(7)移交证书；(8)缺陷责任证书；(9)缺陷责任保函；(10)最终支付证书等组成。

第二部分的A项用于说明在第一部分通用条件中规定的变通解决方法。除非第二部分的A项规定了变通解决方法，否则将采用通用条件中的规定。

在A项中还要涉及履约保证、有关图纸和设计的批准方法、支付以及仲裁规则等款项。

第二部分的B项可用于补充特别工程项目所需要的，而A项中尚未作出规定的任何进一步的专用条件。

3.Scope of Services

4.Normal,Additional and Exceptional Services

5.Duty of Care and Exercise of Authority

6.Client's Property

OBLIGATIONS OF THE CLIENT

https://www.360docs.net/doc/5811226849.html,rmation

8.Decisions

9.Assistance

10.Equipment and Facilities

11.Client's Personnel

12.Services of Others

PERSONNEL

13.Supply of Personnel

14.Representatives

15.Changes in Personnel

LIABILITY AND INSURANCE

16.Liability between the Parties

16.1Liability of the Consultant

16.2Liability of the Client

16.3Compensation

17.Duration of Liability

18.Limit of Compensation and Indemnity

18.1Limit of Compensation

18.2Indemnity

18.3Exceptions

19.Insurance for Liability and Indemnity

20.Insurance of Client's Property

COMMENCEMENT,COMPLETION,ALTERATION AND TERMINATION OF THE AGREEMENT

21.Agreement Effective

https://www.360docs.net/doc/5811226849.html,mencement and Completion

23.Variation

24.Further Proposals

25.Delays

26.Changed Circumstances

27.Abandonment,Suspension or Termination

27.1By Notice of the Client

27.2By Notice of the Consultant

28.Exceptional Services

29.Rights and Liabilities of Parties

PAYMENT

30.Payment to the Consultant

31.Time for Payment

32.Currency of Payment

33.Third Party Charges on the Consultant

34.Disputed Invoices

35.Independent Audit

GENERAL PROVISIONS

https://www.360docs.net/doc/5811226849.html,nguages and Law

37.Changes in Legislation

38.Assignment and Sub-Contracts

39.Copyright

40.Conflict of Interest/Corruption and Fraud

41.Notices

42.Publication

SETTLEMENT OF DISPUTES

43.Amicable Dispute Resolution

43.1Attempt to Resolve

43.2Referral to Mediator

43.3Appointment of Mediator

43.4Agreement of Program

43.5Written Agreement to be Binding

43.6Non-binding Opinion

43.7Costs of Mediation

43.8Failure of Mediation

44.Arbitration

PARTICULAR CONDITIONS

A.References from Clauses in the General Conditions

B.Additional Clauses

APPENDICES

A.Scope of Services

B.Personnel,Equipment,Facilities and Services of Others to be Provided by the Client

C.Remuneration and Payment

AGREEMENT

This Agreement made the______________day of___________,____between

__________________________________________________________________

of________________________________________________________________

(hereinafter called"the Client")of the one part

and_______________________________________________________________

of________________________________________________________________

(hereinafter called"the Consultant")of the other part.

WHEREAS the Client desires that certain Services should be performed by the Consultant,namely

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

and has accepted a proposal by the Consultant for the performance of such Services.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS

1.In this Agreement words and expressions shall have the same meanings as are respectively

assigned to them in the Conditions of the Client/Consultant Model Services Agreement hereinafter referred to.

2.The following documents shall be deemed to form and be read and construed as part of this

Agreement,namely:

(a)The Letter of Acceptance;

(b)The Conditions of the Client/Consultant Model Services Agreement(General Conditions

and Particular Conditions)

(c)The Appendices,namely:

Appendix A-Scope of Services

Appendix B-Personnel,Equipment,Facilities and Services of Others to be Provided

by the Client

Appendix C-Remuneration and Payment

3.In consideration of the payments to be made by the Client to the Consultant as hereinafter

mentioned the Consultant hereby agrees with the Client to perform the Services in conformity

with the provisions of the Agreement.

4.The Client hereby agrees to pay the Consultant in consideration of the performance of the Services

such amounts as may become payable under the provisions of the Agreement at the times and in

the manner prescribed by the Agreement.

In Witness whereof the parties hereto have caused this Agreement to be executed the day and year first before written in accordance with their respective laws.

Authorized signature(s)of Client

___________________________________________________________

In the presence of:

Name:______________________________________________________ Signature:____________________________________________________ Address:_____________________________________________________

Authorized signature(s)of Consultant

___________________________________________________________ In the presence of:

Name:______________________________________________________ Signature:____________________________________________________ Address:_____________________________________________________

CONDITIONS OF THE CLIENT/CONSULTANT

MODEL SERVICES AGREEMENT

GENERAL CONDITIONS

DEFINITIONS AND INTERPRETATION

1.DEFINITIONS

The following words and expressions shall have the meanings assigned to them except where the

context otherwise requires:

(i)“Project”means the project named in the Particular Conditions for which the Works are

to be provided.

(ii)“Services”means the services to be performed by the Consultant in accordance with the Agreement and comprise Normal Services,Additional Services and Exceptional Services.

(iii)“Works”means the permanent works to be executed(including the goods and equipment to be supplied to the Client)for the achievement of the Project.

(iv)“Client”means the party named in the Agreement,who employs the Consultant,and legal successors to the Client and permitted assignees.

(v)“Consultant”means the party named in the Agreement,who is employed as an

independent professional firm by the Client to perform the Services,and legal successors

to the Consultant and permitted assignees.

(vi)“party”and“parties”means the Client and the Consultant and“third party”means any other person or entity as the context requires.

(vii)“Agreement”means the Conditions comprising the Conditions of the Client/Consultant Model Services Agreement(General Conditions and Particular Conditions)together with

Appendix A(Scope of Services),Appendix B(Personnel,Equipment,Facilities and

Services of Others to be Provided by the Client),Appendix C(Remuneration and

Payment),Letter of Acceptance and Formal Agreement if completed,or otherwise as

specified in the Particular Conditions.

(viii)“day”means the period between any one midnight and the next.

(ix)“month”means a period of one month according to the Gregorian calendar commencing with any day of the month.

(x)“Local Currency”(LC)means the currency of the country where the Project is located and“Foreign Currency”(FC)means any other currency.

(xi)“Agreed compensation”means additional sums as defined in the Particular Conditions which are payable under the Agreement.

2.INTERPRETATION

(i)The headings in the Agreement shall not be used in its interpretation.

(ii)The singular includes the plural,the masculine includes the feminine,and vice-versa where the context requires.

(iii)If there is conflict between provisions of the Agreement,the last to be written

chronologically shall prevail,unless otherwise specified in the Particular Conditions.

OBLIGATIONS OF THE CONSULTANT

3.SCOPE OF SERVICES

The Consultant shall perform Services relating to the Project.The Scope of the Services is stated

in Appendix A.

4.NORMAL,ADDITIONAL AND EXCEPTIONAL SERVICES

(i)Normal Services are those described as such in Articles A.2and A.3of Appendix A.

(ii)Additional Services are those described as such in Appendix A or which by written agreement of the parties are otherwise additional to Normal Services.

(iii)Exceptional Services are those which are not Normal or Additional Services but which are necessarily performed by the Consultant in accordance with Clause28.

5.DUTY OF CARE AND EXERCISE OF AUTHORITY

(i)The Consultant shall exercise reasonable skill,care and diligence in the performance of

his obligations under the Agreement.

(ii)Where the Services include the exercise of powers or performance of duties authorized or required by the terms of a contract between the Client and any third party,the Consultant

shall:

(a)act in accordance with the contract provided that the details of such powers and

duties are acceptable to him where they are not described in Appendix A.

(b)if authorized to certify,decide or exercise discretion,do so fairly between the

Client and third party not as an arbitrator but as an independent professional acts

by his skill and judgment.

(c)if so authorized vary the obligations of any third party,subject to obtaining the

prior approval of the Client to any variation which can have an important effect

on costs or quality or time(except in any emergency when the Consultant shall

inform the Client as soon as practicable).

6.CLIENT'S PROPERTY

Anything supplied by or paid for by the Client for the use of the Consultant shall be the property

of the Client and where practicable shall be so marked.When the Services are completed or

terminated,the Consultant shall furnish inventories to the Client of what has not been consumed in the performance of the Services and shall deliver it as directed by the Client.Such delivery shall

be regarded as an Additional Service.

OBLIGATIONS OF THE CLIENT

https://www.360docs.net/doc/5811226849.html,RMATION

The Client shall so as not to delay the Services and within a reasonable time give to the Consultant free of cost all information in his power to obtain which may pertain to the Services.

8.DECISIONS

On all matters properly referred to him in writing by the Consultant the Client shall give his

decision in writing so as not to delay the Services and within a reasonable time.

9.ASSISTANCE

In the country of the Project and in respect of the Consultant,his personnel and dependents,as the case may be,the Client shall do all in his power to assist in:

(i)the provision of documents necessary for entry,residence,work and exit;

(ii)providing unobstructed access wherever it is required for the Services;

(iii)import,export and custom clearance of personal effects and of goods required for the Services;

(iv)their repatriation in emergencies;

(v)the provision of the authorities necessary to permit the import of foreign currency by the Consultant for the Services and by his personnel for their personal use and to permit the

export of money earned in the performance of the Services;

(vi)providing access to other organizations for collection of information which is to be obtained by the Consultant.

10.EQUIPMENT AND FACILITIES

The Client shall make available,free of cost,to the Consultant for the purpose of the Services the equipment and facilities described in Appendix B.

CLIENT’’S PERSONNEL

11.CLIENT

In consultation with the Consultant,the Client shall at his cost arrange for the selection and

provision of personnel in his employment to the Consultant in accordance with Appendix B.In

connection with the Services such personnel shall take instructions only from the Consultant. 12.SERVICES OF OTHERS

The Client shall at his cost arrange for the provision of services from others as described in

Appendix B,and the Consultant shall co-operate with the suppliers of such services but shall not

be responsible for them or their performance.

PERSONNEL

13.SUPPLY OF PERSONNEL

The personnel who are sent by the Consultant to work in the country of the Project shall have been physically examined and found fit for their assignments,and their qualifications shall be

acceptable to the Client.

The personnel to be supplied by the Client in accordance with Clause11shall be acceptable to the Consultant.

If the Client cannot supply Client’s personnel or services of others for which he is responsible and it is agreed to be necessary for the satisfactory performance of the Services,the Consultant shall

arrange for its supply as an Additional Service.

14.REPRESENTATIVES

For the administration of the Agreement,each party shall designate the official or individual to be his representative.

If required by the Client,the Consultant shall designate an individual to liaise with the Client’s

representative in the country of the Project.

15.CHANGES IN PERSONNEL

If it is necessary to replace any person,the party responsible for the appointment shall

immediately arrange for replacement by a person of comparable competence.

The cost of such replacement shall be borne by the party responsible for the appointment except

that if the replacement is requested by the other party,

(i)such request shall be in writing stating the reason for it,and

(ii)the party making the request shall bear the cost of replacement unless misconduct or inability to perform satisfactorily is established as the reason.

LIABILITY AND INSURANCE

16.LIABILITY BETWEEN THE PARTIES

16.1Liability of the Consultant.

The Consultant shall only be liable to pay compensation to the Client arising out of or in

connection with the Agreement if a breach of Article5.1is established against him.

16.2Liability of the Client.

The Client shall be liable to the Consultant if a breach of his duty to the Consultant is established against the Client.

16.3Compensation.

If it is established that either party is liable to the other,compensation shall be payable only on the following terms:

(i)Such compensation shall be limited to the amount of reasonably foreseeable loss and

damage suffered as a result of such breaches,but not otherwise.

(ii)In any event,the amount of such compensation will be limited to the amount specified in Clause18.1.

(iii)If either party is considered to be liable jointly with third parties to the other,the

proportion of compensation payable by him shall be limited to that proportion of liability

which is attributable to his breach.

17.DURATION OF LIABILITY

Neither the Client nor the Consultant shall be considered liable for any loss or damage resulting

from any occurrence unless a claim is formally made on him before the expiry of the relevant

period stated in the Particular Conditions,or such earlier date as may be prescribed by law.

18.LIMIT OF COMPENSATION AND INDEMNITY

18.1Limit of Compensation.

The maximum amount of compensation payable by either party to the other in respect of liability

under Clause16is limited to the amount stated in the Particular Conditions.This limit is without

prejudice to any Agreed Compensation specified under Clause31(ii)or otherwise imposed by the Agreement.

Each party agrees to waive all claims against the other insofar as the aggregate of compensation

which might otherwise be payable exceeds the maximum amount payable.

If either party makes a claim for compensation against the other party and this is not established

the claimant shall entirely reimburse the other for his costs incurred as a result of the claim.

18.2Indemnity.

So far as the applicable law permits,the Client shall indemnify the Consultant against the adverse effects of all claims including such claims by third parties which arise out of or in connection with the Agreement:

(i)except insofar as they are covered by the insurance arranged under the terms of Clause19.

(ii)made after the expiry of the period of liability referred to in Clause17.

18.3Exceptions.

Clauses18.1and18.2do not apply to claims arising:

(i)from deliberate default or reckless misconduct,or

(ii)otherwise than in connection with the performance of obligation under the Agreement. 19.INSURANCE FOR LIABILITY AND INDEMNITY

The Client can request in writing that the Consultant

(i)insures against his liability under Clause16.1,

(ii)increases his insurance against liability under Clause16.1over that for which he was insured at the date of the Client’s first invitation to him for a proposal of the services, (iii)insures against public/third party liability,

(iv)increases his insurance against public/third party liability over that for which he was insured at the date of the Client’s first invitation to him for a proposal for the services, (v)effects other insurances.

If so requested,the Consultant shall make all reasonable efforts to effect such insurance or

increase in insurance with an insurer and on terms acceptable to the Client.

The cost of such insurance or increase in insurance shall be at the expense of the Client.

20.INSURANCE OF CLIENT

CLIENT’’S PROPERTY

Unless otherwise requested by the Client in writing the Consultant shall make all reasonable

efforts to insure on terms acceptable to the Client:

(i)against loss or damage to the property of the Client supplied or paid for under Clause6.

(ii)against liabilities arising out of the use of such property.

The cost of such insurance shall be at the expense of the Client.

https://www.360docs.net/doc/5811226849.html,PLETION.ALTERATION

AND TERMINATION OF THE AGREEMENT

21.AGREEMENT EFFECTIVE

The Agreement is effective as of the date of receipt by the Consultant of the Client’s Letter of

Acceptance of the Consultant’s proposal or of the latest signature necessary to complete the

Formal Agreement,if any,whichever is the later.

https://www.360docs.net/doc/5811226849.html,MENCEMENT AND COMPLETION

The Services shall be commenced and completed at the times or within the periods stated in the

Particular Conditions subject to extensions in accordance with the Agreement.

23.VARIATIONS

The Agreement can be varied on application by either party by written agreement of the parties. 24.FURTHER PROPOSALS

If requested by the Client in writing,the Consultant shall submit proposals for altering the

Services.The preparation and submission of such proposals shall be an Additional Service.

25.DELAYS

If the Services are impeded or delayed by the Client or his contractors so as to increase the amount or duration of the Services:

(i)The Consultant shall inform the Client of the circumstances and probable effects.

(ii)The increase shall be regarded as Additional Services.

(iii)The time for completion of the Services shall be increased accordingly.

26.CHANGED CIRCUMSTANCES

If circumstances arise for which the Consultant is not responsible and which make it irresponsible for him to perform in whole or in part the Services in accordance with the Agreement he shall

promptly dispatch a notice to the Client.

In these circumstances if certain Services have to be suspended,the time for their completion shall be extended until the circumstances no longer apply plus a reasonable period not exceeding42

days for resumption of them.

If the speed of performing certain Services has to be reduced,the time for their completion shall

be extended as may be made necessary by the circumstances.

27.ABANDONMENT,SUSPENSION OR TERMINATION

27.1By Notice of the Client

(i)The Client may suspend all or part of the Services or terminate the Agreement by notice

of at least fifty-six(56)days to the Consultant who shall immediately make arrangements

to stop the Services and minimize expenditure.

(ii)If the Client considers that the Consultant is without good reason not discharging his obligations he can inform the Consultant by notice stating the grounds for the notice.If a

satisfactory reply is not received within twenty-one days the Client can by a further

notice terminate the Agreement provided that such further notice is given within thirty35

days of the Client's former notice.

27.2By Notice of the Consultant

After giving at least14days’notice to the Client,the Consultant can by further notice of at least

42days terminate the Agreement,or at his discretion without prejudice to the right to terminate

can suspend or continue suspension of performance of the whole or part of the Services.

(i)when28days after the due date for payment of an invoice he has not received payment of

that port of it which has not by that time been contested in writing,or

(ii)when Services have been suspended under either Clause26or Clause27.1and the period of suspension has exceeded182days.

28.EXCEPTIONAL SERVICES

Upon the occurrence of circumstances described in Clause26or abandonment or suspension or

resumption of Services or upon termination of the Agreement otherwise than under the provisions of Clause27.1(ii)any necessary work or expense by the Consultant extra to the Normal and

Additional Services shall be regarded as Exceptional Services.

The performance of Exceptional Services shall entitle the Consultant to extra time necessary for

their performance and to payment for performing them.

29.RIGHTS AND LIABILITIES OF PARTIES

Termination of the Agreement shall not prejudice or affect the accrued rights or claims and

liabilities of the parties.

After termination of the Agreement,the provisions of Article15shall remain in force.

PAYMENT

30.PAYMENT TO THE CONSULTANT

(i)The Client shall pay the Consultant for Normal Services in accordance with the

Conditions and with the details stated in Appendix C,and shall pay for Additional

Services at rates and prices which are given in or based on those in Appendix C so far as

they are applicable,but otherwise as are agreed in accordance with Clause23.

(ii)Unless otherwise agreed in writing the Client shall pay the Consultant in respect of Exceptional Services:

(a)as for Additional Services for extra time spent by the Consultant's personnel in

the performance of the Services,

(b)the net cost of all extra expense incurred by the Consultant.

31.TIME FOR PAYMENT

(i)Amounts due to the Consultant shall be paid promptly.

(ii)If the Consultant does not receive payment within the time stated in the Particular Conditions he shall be paid Agreed Compensation at the rate defined in the Particular

Conditions compounded monthly on the sum overdue and in its currency reckoned from

the due date for payment of the invoice.Such Agreed Compensation shall not affect the

rights of the Consultant stated in Clause27.2

32.CURRENCY OF PAYMENT

(i)The currency applicable to the Agreement is that stated in Particular Conditions.

Where payment is to be made in other currencies it shall be computed at rates of

exchange as defined in the Particular Conditions and paid net without deductions.Unless

otherwise specified in Appendix C,the Client warrants that the Consultant can transfer

abroad promptly all Local and Foreign Currency amounts in connection with

performance of the Services which are received by him in the Client’s country.

(ii)If at the date of the Agreement or during the performance of the Services the conditions in the Client’s country are such as may contrary to the Agreement either

(a)prevent or delay the transfer abroad of local or Foreign Currency payments

received by the Consultant in the Client’s country,or

b)restrict the availability or use of Foreign Currency in the Client’s country,or

(c)impose taxes or differential rates of exchange for the transfer from abroad of

Foreign Currency into the Client’s country by the Consultant for Local currency

expenditure and subsequent retransfer abroad of Local Currency up to the same

amount such as to inhibit the Consultant in the performance of the Services or to

result in financial disadvantage to him,

the Client warranty that such shall be deemed circumstances justifying the applicable of

Clause26if alternative financial arrangements are not made to the satisfaction of the

Consultant.

33.THIRD PARTY CHARGES ON THE CONSULTANT

Except where specified in the Particular Conditions or Appendix C