Standard Form of Building Contract, Private Edition -With Quantities(2005 Edition)

8/20/2019 Standard Form of Building Contract, Private Edition -With Quantities(2005 Edition)

1/114

2 5 E ITION


2/114

ontents

P GE P GE

Articles of Agreement 5

5 5 Nominated Supply Contract

documents

Attestation

8 5 6

Further drawings, details,

descriptive schedules and similar

The

General

Conditions

documents

5 7

Documents

to

be provided to

1 Interpretation and definitions 9

Contractor on time

5 8

Electronic copies

of

drawings

1 1

Governing law·

5 9 Documents on Site

1 2

Singular, plural, masculine and

5 10

Return

of

drawings

feminine

5 11

Submission

of

manuals and

1 3

Method of reference to clauses and assignment of warranties

Articles 5 12 Submission

of

as-built drawings

1 4 Articles of Agreement, Conditions 5 13 Limits to use of documents

and Appendix to be read as a whole

5 14 Issue

of

Architect s certificates

1 5

Clauses divided into sub-clauses to

5 15 Copy of notice to be given

be read as a whole

to Employer

1 6 Definitions

1 7 The role of the Engineer

6

Statutory obligations

24

1 8

Sectional completion

of

the Works

1 9

Communications

6 1 Statutory Requirements

1 10

Notices of default or determination

6 2

Compliance with the Statutory

to be sent by special delivery

Requirements

1 11 Parties to act reasonably and 6 3 Fees or charges

expeditiously

6 4

Statutory undertakers and utility

companies

2

Contractor s obligations

16

7

Setting

out the Works

25

2 1


2 2

Contractor s responsibility Setting out and levels

2 3

Contractor s skill and care

2 4

Contractor to inform Architect if

8

Materials, goods,

workmanship

he finds ambiguities

n

documents

and work

25

3

Master

programme

17

8 1 Types, standards and quality

8 2

Inspection and tests

3 1

Master programme to be submitted

8 3

Materials, goods, workmanship

3 2

Programmes to be updated or work not in accordance with

3 3

Programme and other documents

Contract

not to be documents forming

8 4

Rectifying defects

the Contract

8 5

Dismissal from the Works

4

Architect s

instructions

19

9

Intellectual property rights

27

4 1

Architect may issue instructions up to 9 1

Intellectual property n design

of

the

the issue of the Final Certif icate Works

4 2

Architect to issue instructions n writing 9 2

Intellectual property n materials and

4 3

Compliance with Architect s goods

instructions

9 3

Intellectual property in plant and

4 4

Contractor to carry out preventative equipment

work 9 4

Payment

of

royalties included n

Valuation

5

Documents

forming the Contract

and other documents

2

1

Contractor s site management team

27

5 1

The documents forming the Contract 10 1 Contractor s site management team

5 2

Architect and Quantity Surveyor to 10 2 Construction manager

keep documents available

5 3

Copies of documents for 11

Access

for

the

Architect

to the

Contractor

Works

28

5 4

Nominated Sub-Contract

documents

Contractor to give access

1


3/114

P GE

12 Architect s representative

28

12 1 Architect s representative

12.2 Delegation of duties and powers

12.3

Instruction to bind parties

13

Variations, Provisional Quantities,

Provisional

Items and Provisional

Sums 29

13 1

Architect s authority to issue

instructions requiring a Variation

13.2

Instructions for Provisional Quantities,

Provisional Items and Provisional

Sums

13.3 Valuation

of

Contractor s work

13.4 Valuation rules

13.5 Adjustment of Contract Sum

13.6 Contractor s right to be present during

measurement on Site

13.7 Variation necessitated by fault

of

Contractor

13.8 Valuation of Nominated Sub-

Contractor s work or Nominated

Supplier s materials and goods

14

Contract

Bills

33

14 1 Quality and quantity of work included

in Contract Sum

14.2 Standard Method

of

Measurement

of

Building Works

14.3 Errors in Contract Bills

15

Contract

Sum

34

Adjustment

of

Contract Sum

16 Materials

and goods

on or

off-site

34

Property in materials and goods

17 Substantial

Completion and

defects liability

34

17 1

Substantial Completion Certificate

for the Works

17.2

Separate Defects Liability Period for

each Section and Relevant Part

17.3

Rectifying defects

17.4

Defects Rectification Certificate for

the Works

17.5

Separate certificate for each Section

or Relevant Part

17.6

Damage by a Specified Peril

17.7 Other rights and remedies

18 Partial possession by Employer 36

18 1 Part·lal possession

18.2 Substantial Completion

18.3 Completion of rectifying defects

P GE

18.4

Liquidated and ascertained damages

18.5 Damage by a Special Peril

19

Assignment and sub-letting

37

19 1

Assignment

19.2 Sub-letting

i

2

Injury

to

persons

and

property and

indemnity

to

Employer

38

Contractor to indemnify Employer

21

Insurance against injury

to persons

or

property 39

21 1

Employees Compensation Insurance

21.2

Third party liability insurance

21.3 Insurers and terms to be approved

21.4

Policies to be produced

21.5 Event

of

failure

to

insure

21.6

No prejudice to Contractor s indemnity

22

Insurance of the

Works

40

22 1

Alternative clauses

for

Contractors

All Risks Insurance

of

the Works

22.2

Basic requirements

for

Contractors

All Risks Insurance of the Works

22.3

Specific requirements for Contractors

All Risks Insurance

of

the Works

22.4

Insurance

of

the Works to be in

joint

names and period

of

insurances

22.5

Parties obligations if loss or

damage

o urs

22.6

Contractor s payment not more than

insurance proceeds

22.7

Insurance without prejudice to


22A

Insurance of the Works by

the

Contractor

43

22A 1

Contractor to effect Contractors All

Risks Insurance of the Works

22A.2 Insurer to be approved and remedy

if Contractor fails to insure

22A.3 Use

of

annual policy maintained by

Contractor

228

Insurance of

the Works by the

Employer

44

22B 1 Employer to effect Contractors

All Risks Insurance of the Works

22B.2 Remedy if Employer fails to insure

22C

Insurance of existing building

and

insurance

of

the

Works

by the

Employer

44

22C 1

Employer to effect insurance against

Specified Perils to the existing building

r

I


4/114

P GE

P GE

22C.2 Employer to

effe t

Contractors

29

Nominated Sub Contractors and

All Risks Insurance

of

the Works Nominated Suppliers

57

22C.3 Remedy if Employer fails to insure

29 1

Nomination of a sub-contractor or a

23

Possession, commencement

and

supplier

completion 45 29.2 Contractor s right of reasonable

objection

23 1 Posse:;sion of Site

29.3 Sub-contractor and supplier

w2:1Tanty

23.2 Commencement and completion

to

Employer

23.3

Postponement

or

suspension 29.4 Contractor s tender

for

work provided

for by

a Prime Cost Sum

24

Damages for non completion

45

29.5 Nomination using the standard

conditions

24 1

Architect to certify Contractor s failure 29.6 Contractor s responsibility for

to complete on time Nominated Sub-Contractors and

24.2 Liquidated and ascertained damages Nominated Suppliers

24.3

Refund if Completion Date revised

29.7

Quantity Surveyor s notification of

interim payments

? )

Extension

of

time

46 29.8 Direct payment

of

Nominated Sub-

Contractors and Nominated Suppliers

25 1 Contractor s first notice of delay 29.9

Extension of time for completion

25.2

Contractor s second notice of Nominated Sub-Contract works or

25.3 Fixing new Completion Date delivery of Nominated Supply

25.4

Contractor s default involved in the

Contract goods

delay 29.10 Substantial completion of Nominated

25.5 Rate of progress Sub-Contract works

25.6

Nominated Sub-Contractors and 29.11 Architect to certify Nominated Sub-

Suppliers to be

kept informed Contractor s failure

to

complete on

time

26

Delay

recovery measures

51 29.12 Early final payment to Nominated

Sub-Contractor or Nominated

26 1

Delay recovery measures Supplier

26.2 Delay recovery proposals

29.13 Re-nomination

26.3 Contractor

to

carry out delay recovery 29.14 Architect s consent

me sures

29.15 Employer not liable to a Nominated

26.4 Extension

of

time to cover shortfall in Sub-Contractor or Nominated

recovering delay

Supplier

26.5 Contractor to be reimbursed for the

cost of preparing the proposal if delay 3 Persons engaged

by

Employer

63

recovery not instructed

30 1 Persons

for

whom the Employer

is

27 Direct loss and/or expense 53

responsible

30.2 Access to Site and permission to

27 1

Contractor s not ice of claim for

carry out work

additional payment 30.3 Contractor to fulfil his obligations to

27.2 Quantity Surveyor s ascertainment

of

persons engaged by the Employer

Contractor s claim

27.3 Contractor s defaul t involved

in

the

31 Facilities

for

statutory undertakers

delay

or

disruption

and

utility

companies

64

27.4

Nominated Sub-Contractor s claim

for additional payment

Access to Site and facilities to canry

out work

28

Notice

of claims for

additional

payment 55

32

Certificates

and payments

64

28 1 Contractor to give notice of claim

32 1 Interim Certificates and interim

28.2 Contractor to submit particulars

valuations

28.3

Condition precedent to Contractor s

32.2 Estimate

of

amount due in Interim

entitlement to additional payment Certificate

32.3

Off-site materials or goods


5/114

P GE P GE

32.4 Calculation

of

Retention

37.4 Quantity Surveyor to prepare final

32.5 Retention Rules

account

32.6 Quant ity Surveyor to prepare final 37.5 The final settlement

account

37.6

Architect to notify sub-contractors

32.7

Adjustment

of

the Contract Sum and suppliers

32.8 Issue

of

Final Certificate

32.9 Effect

of

Final Certificate

38

Fluctuations 84

32.10 Proceedings commenced before

Final Certificate 38 1 Fluctuation provisions only applicable

32 11 Proceedings commenced after Final if expressly stated to be

Certificate 38.2 Adjustment for fluctuations occurring

32.12 Effect

of


after the Completion Date

32.13 Late payment

39

Notices certificates and other

Surety Bond 73 communications

85

33 1

Contractor to obtain guarantee from Submission of notices, certificates and

insurance company or bank other communications

33.2 Release

of

insurance company or

bank

4

Recovery of money due to the

33.3 Employer s remedy

if

Contractor fails

Employer 85

to deliver bond

Employer s power to recover damages

34

Antiquities

73

. etc.

34 1 Effect

of

finding antiquities

4 Settlement

of

dispu1es 85

34.2

Architect s instructions concerning a

fossil, antiquity or object

41 1

Procedures and Designated

Representatives

35 Detenmination by Employer 74 41.2 Reference to Designated

Representatives

35 1 Default by Contractor

41.3 Reference to mediation

35.2 Insolvency

of

Contractor 41.4 Reference

to

arbitration

35.3 Employer s rights upon notice

of

41.5

Timing of arbitration

default or determination

41.6 Arbitrator s powers

35.4 Consequences of determination 41.7 The place

of

arbitration

35.5 Quanti ty Surveyor to prepare final

41.8 Contractor to continue to proceed

account diligently

35.6 The final settlement

35.7 Delayed commencement

of

Appendix

89

completion works Schedule 1

90


Form

of

Surety Bond

to

be given y

the Contractor to the Employer

6

Determination by Contractor

78

Schedule

94

36 1

Default by Employer Form

of

Warranty to be given by

the

36.2 Insolvency of Employer

Nominated Sub-Contractor to the

36.3 Consequences

of determination Employer in consideration of

36.4 Contractor to submit final account Nomination

36.5 Quant ity Surveyor to check final

account

Schedule 3

97

36.6 The final settlement Form

of

Warranty to be given y the

36.7 Architect to notify sub-contractors Nominated Supplier to the Employer

and suppliers in consideration

of

Nomination


Index to The General Conditions

7

Detenmination by Employer or

Contractor

82

37 1

Grounds for determination

37.2 Site security

37.3 Consequences of determination

4


6/114

rticles of greement

This greement

is made on the ................................ day of .......................... ...... 20 ..... .

between

of

......................................................................................................................................................

( the Employer ) and

r

····················································································································································

( the Contractor )

Whereas the Employer wishes to have work carried

out

comprising:

( the Works )

at

......................................................................................................................................................

and has had Tender Documents comprising:

a)

a form

of

tender ( The Form of Tender );

b) drawings ( the Contract Drawings );

c)

a specification ( the Specification ); and

d) bills

of

quantities

showing and describing the work to be carried out prepared by

or

under the direction of or at

the

request

of

the Architect;

and where s

the

Contractor

has, based on

the

Tender

Documents

made

in

the

Form

of

Tender his calculation

of

the sum that he will require

for

carrying

out the

Works by pricing the

bills of quantities;

5

r

~ f u : ~

> ??

;,

l

t

f

j

I


7/114

and

whereas

the Contractor has given a fully priced copy

of

the bills of quantities ('the Contract

Bills') to

both

the Employer and the Architect;

and whereas the Architect has given each party one

copy of

the Articles of Agreement, the

Appendix

the

Conditions, the Contract Drawings, the Specification and the

Contract

Bills

each signed

by

or

on behalf

of

the parties.

Now it is agreed

as

follows

Article

1

The

Contractor

will carry

out

and complete the Works in accordance with and subject to the

Contract

for the

consideration stated

n

Article

2

Article

2

The Employer will pay to the Contractor the sum

of

Hong Kong Dollars

(HK ................................................................................................................................................

('the Contract Sum')

or

such other sum that becomes payable

n

accordance with and subject

to

the

Contract.

Article

3

The Architect will be

of ................................................................................................................................................

Article

4

The Quantity Surveyor will be

of

................................................................................................................................................

6


8/114

rticle5

1) In

the event of the person appointed to act

as

either the Architect or the Quantity Surveyor

ceasing to act, the Employer shall appoint a replacement as soon as practicable.

2) If the Contractor objects

to

the person appointed to succeed either the Architect or the

Quantity Surveyor, the Contractor has the right to refer his objection to an arbitrator

under the Contract provided the reference to arbitration is made within 14 days of the

appointment.

3) The person appointed as the replacement to the rchitect or the Quantity Surveyor

shall continue to act pending the award of the arbitrator appointed under Article 5 2)

but shall immediately cease to act if so directed by the arbitrator s award. In which

case the Employer shall appoint a further replacement as soon

as

practicable.

4) The Contractor shall have the right of objection under Article 5 2) to a further appointment

of either the Architect or the Quantity Surveyor.

A person appointed as the replacement to the Architect or the Quantity Surveyor shall

not

be

entitled to disregand or overrule any agreement, approval, certificate, confirmation,

consent, decision, direct ion, dissent, instruction, notice, notification, opinion, request

or

requirement given

or

made by the person previously appointed save insofar as the

Contract permits.

Article

If a dispute arises under or in connection with the Contract, the parties agree to resolve the

dispute

in

accordance with the dispute settlement procedures

in

clause 41.

I


9/114

ttestation

* SIGNED AND SEALED as a deed SIGNED by the Employer

signature of signatory for the Employer) signature of wrtness)

name and office held by signatory for the Employer) name and occupation of witness)

company seal to be impressed here

if

executed as a

deed

by a limited company)

*SIGNED ND SEALED as a deed SIGNED by the Contractor

signature of signatory for the Contractor)

signature of witness)

name and office held by signatory for the Contractor)

name and occupation of witness)

company seal

to be

impressed here

if

executed as a deed by a limited company)

*delete s applicable


10/114

The General Conditions

1

Interpretation

and definitions

Governing law

1 1

The Contract shall

be

governed by

and

construed according

to

the laws for the time

being

in

force

in

Hong Kong.

Singular plural masculine and feminine

1 2

Words in the singular include the plural and vice versa and words in the masculine

include the feminine and the neuter.

Method

of

reference to clauses and Articles

1 3 Unless stated otherwise a reference in the Articles the Conditions or the Appendix to

any clause means that clause of the Conditions and a reference

to

an Article means

that Article of the Articles of Agreement.

Articles

of

Agreement Conditions and ppendix to

be

read

as

a whole

1 4

The Articles of Agreement the Conditions and the Appendix are to be read as a whole.

Therefore unless stated otherwise each one must be read subject to any relevant

qualification or modification in any other one.

Clauses divided

into

sub-clauses to

be

read as a whole

1 5 Where a clause is divided into sub-clauses the clause is to be read as a whole and

each sub-clause shall relate to the others as if there was no division between them.

Definitions

1 6 The following words and phrases

in

the Articles of Agreement the Conditions and the

Appendix shall have the meanings given below unless the context

in

which they appear

requires otherwise or the Articles the Conditions or an item or entry in the Appendix

provides otherwise:

Appendix: the ppendix to the Conditions.

Architect: the person named as the Architect in Article 3 or any successor appointed

under Article 5.

Articles

or

Articles

of

Agreement: the Articles of Agreement

to

which the Conditions are

annexed.

Commencement Date: the date stated in the Appendix for the commencement of the

Works.

communication: the giving submitting or issuing of without limitation any agreement

approval authorisation certificate confirmation consent decision delegation direction

dissent determination endorsement instruction notice notiftcation opinion request

requirement or statement.

Completion Date: the date stated

in

the Appendix by which the Works or a Section are

to be completed or such later date to

be

fixed by the Architect under clause 25.

9


11/114

Interpretation and definitions (Cont d)

1

Conditions the Conditions of Agreement and Schedule of Conditions of Building Contract

lor use in the Hong Kong Special Administrative Region, Private Edition With Quantities

and any Special Conditions.

Contract:

the Articles of Agreement, the Appendix, the Form of Tender submitted by

Contractor, the Employer s letter of acceptance of the Contractor s tenoer and any

correspondence between the parties expressed to form part of the Contract, the Special

Conditions, if any, the Conditions, the Contract Drawings, the Specification and the

Contract Bills.

Contract Bills the priced bills of quantities referred to in the recitals of the Articles and

submitted

by

the Contractor with his tender, or a certified true

copy

of those bills of

quantities.

Contract Drawings

the drawings referred to

in

the first and fourth recitals

of

the Articles

and enumerated as such

in

the Contract Bills or the Specification.

Contract Sum: the sum stated

in

Article 2, or such other sum that becomes payable in

accordance with the Contract.

Contractor the person named as the Contractor in the Articles.

Contractors

All

Risks Insurance of the Works insurance which provides cover against

physical loss of or damage to the Works, temporary works and materials and goods, as

described in clause 22.

Date

for Possession of

the Site

the date or dates for the possession of the whole or

parts

of

the Site stated in the Appendix under the reference to clause 23.1.

Date ofSubstantial Completion the date stated in the Substantial Completion Certificate

for the Works or a Section, issued by the Architect under clauses 17 1 and 17.2.

day a calendar day and includes Sundays and other days which are general holidays

by virtue

of

the General Holidays Ordinance (Chapter 149, Laws of Hong Kong).

Defects Liability Period

the period stated

in

the Appendix under the reference

to

clause

17.3, commencing on the day after the Date of Substantial Completion of the Works or

a Section or the day after the Relevant Date of Substantial Completion of a Relevant

Part.

Defects Rectification Certificate a certificate issued by the Architect to the effect that

all defects, shrinkages and other faults have been rectified in accordance with the

Contract, as described

in

clauses 17.4 and 17.5.

direct /ass and/or expense the monetary consequences that flow naturally without

other intervening cause and independently of special circumstances because of the

direct consequences of a qualifying event and which are not otherwise reimbursed

to

the Contractor.


12/114


Domestic Sub Contractor: a person, other than a Nominated Sub-Contractor, to whom

the Contractor sub-lets any part of the Works and includes a labour only sub-contractor.

Employer: the person named as the Employer in the Articles.

Engineer: a person engaged as a member of the Employer s design team for the design

and supervision of one or more

of

the geotechnical, civil, structural or building services

elements of the Works, as referred

to

in clause 1.7.

Excepted Risks: a) Any consequence of war (whether war be declared or not)

in

which

Hong Kong is actively engaged, the invasion of Hong Kong, acts of terrorists in Hong

Kong, civil war, rebellion, revolution or military or usurped power in Hong Kong, riot,

commotion or disorder in Hong Kong other than amongst the employees of the

Contractor or any person for whom the Contractor is responsible;

b)

the

Architect s design

of

the Works insofar as damage, loss

or

injury is the direct consequence

of

the design;

c) a cause due to any neglect or default of the Architect, the Employer

or any person for whom the Architect or the Employer is responsible;

d) ionizing radiation or contamination by radioactivity from any nuclear

fuel or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic

explosive or other hazardous properties of any explosive nuclear assembly or nuclear

component thereof;

and e) pressure waves caused by aircraft or other aerial devices travelling

at sonic or supersonic speeds.

Final Certificate: the certificate issued by the Architect stating the Final Contract Sum

and the total of the amounts of Interim Certificates

to

be set off against that sum, as

described in clause 32.8.

Final ontract Sum: the sum resulting from the adjustment

of

the Contract Sum in


Form of Tender: the form of tender referred to in the first recital of the Articles as being

part of the Tender Documents.

Hong Kong: the Hong Kong Special Administrative Region.

Interim Certificate: a certificate issued by the Architect stating the amount of an interim

payment due

to

the Contractor, as described in clause 32.1.

Limit of

Retention: the amount stated in the ppendix under the reference to clause

32.4 as the limit to the amount of Retention to be held by the Employer on the payment

for the Contractor s work in progress.

Nominated Sub Contract: the sub-contract between the Contractor and a Nominated

Sub-Contractor.

11


13/114

I

Interpretation nd definitions

(Cont'd)

12

Nominated Sub Contractor: a sub-contractor nominated by the Architect under clause

29 to carry out work forming part

of

the Works.

Nominated Supplier: a supplier nominated by the Architect under clause 29 to supply

materials

or

goods for incorporation into the Works.

Nominated Supply Contract the

supply

contract between the Contractor and a

Nominated Supplier.

parties: the Employer and the Contractor.

Period of Interim Certificates: the period stated in the Appendix under the reference to

clause 32.1 as the interval between the issuing of Interim Certificates.

person: an individual, firm, partnership,

or

body

corporate.

person

for

whom

the Contractor is responsible: the Contractor's servants or agents,

sub-contractors, suppliers, persons employed or engaged in connection with the Works

and persons who may properly be on the Site upon or in connection with the Works

other than the Employer

or

any person for whom the Employer is responsible.

person

for

whom the Employer is responsible: the Employer's servants or agents and

the persons listed in clause 30.1.

postpone to defer the commencement

of

operations on

an

activity.

Prime

Cost

Sum: a sum either provided in the Contract Bills

or

arising

as

described in

clause 29.1 for work to

be

carried

out

by a Nominated Sub-Contractor or for materials

or goods to

be

obtained from a Nominated Supplier.

Provisional/tern: an item

of

work identified as provisional in the Contract Bills to be

carried out by the Contractor if instructed to

do

so by the Architect under clause 13.2.

Provisional Quantities: an estimated quantity

of work

identified as provisional in the

Contract Bills, where the actual quantity could not be accurately determined when the

bills of quantities were prepared, to be carried out by the Contractor if instructed to do

so by the Architect under clause 13.2.

Provisional Sum: a sum provided

in

the Contract Bills for work or for costs, which could

not

be

entirely foreseen, defined or detailed when the bil ls of quantities were prepared,

to be paid to the Contractor if instructed by the Architect under clause 13.2 to carry out

such work or incur such costs.

Quantity Surveyor: the person named as the Quantity Surveyor in Article 4,

or

any

successor appointed under Article 5.

Relevant Date: the date upon which the Employer took possession

of

a Relevant Part

under clause 18.


14/114


Relevant Part: the

part of the Works

or

part of a Section taken possession of

by

the

Employer under clause 18 before Substantial Completion of the Works or that Section.

Retention: the sum

calculated

in

accordance

with clause 32.4 and retained by the

Employer from the gross valuation

of

the Contractor s work in progress included in n

Interim Certificate.

Retention Percentage: the percentage entered

in

the Appendix under the reference to

clause 32.4, used to calculate the Retention

in

accordance with the rules set out in that

clause.

Section: a part of the Works for which a separate Completion Date is stated in the

Appendix where the Contract provides for sectional completion of the Works.

Site: the land and

other

places provided

by

the Employer for the purpose

of

carrying

out the Works.

Special Condition: a condition of contract expressly referred to as a Special Condition

of Contract, which adds to or amends the Conditions and is annexed to the Conditions.

special delivery: a communication which is either delivered by courier or sent by registered

post

or recorded delivery.

Specialist Contractor: a person, not being a statutory undertaker

or

utility company as

referred to

in

clause 6.4(1), engaged by the Employer to carry out work directly connected

with or ancillary to but not forming part of the Works, s described in clause 30.

Specialist Works: work directly connected with or ancillary to but not forming part

of

the

Works, to be carried out by a Specialist Contractor.

Specification: the specification referred to

in

the first and fourth recitals

of

the Articles

which describes, without limitation, the types, standards and quality of the materials

and goods to

be

used, the standard and quality

of

workmanship required, the manner

in which work processes are to be carried out, the performance requirements and other

matters and things relating to the construction

of

the Works.

Specified Perils: fire, lightning, explosion, storm, tropical cyclone, flood, bursting

or

overflowing of water tanks, apparatus or pipes, earthquake, aircraft and other aerial

devices or articles

dropped

from them.

Standard Conditions

of

Nominated Sub Contract: the Standard Form of Sub-Contract

for use where the sub contractor is nominated under the Standard Form of Building

Contract.

Standard Conditions

of

ominated

Supply

Contract: the Standard Form of Supply

Contract for use where

the

supplier

is

nominated under the Standard Form of Building

Contract.

13


15/114

'

1


14

sub contractor: a person who enters into a sub-contract with the Contractor to carry

out work forming part

of

the Works and includes a Domestic Sub Contractor and a

Nominated Sub-Contractor.

Substantial Completion: the state of completion where the Works or a Section have

been substantially completed to the Architect s satisfaction and have passed the required

inspections and tests, as referred to in clauses 17.1 ·and 17.2.

Substantial Completion Certificate: a certificate issued by the Architect stating the date

when in his opinion the Works or a Section have reached Substantial Completion.

substantially completed: the state

of

completion where the Works or a Section may not

be absolutely completed or entirely free from defects but have reached the stage where

they can be taken over and used by the Employer for their intended purpose and where

the unfinished items

of

work and the remaining defects then patent are only

of

a minor

nature and extent and their complet ion or rectification will not unreasonably interfere

with or interrupt the taking over of the Works or Section.

supplier: a person who enters into a

supply

contract with the

Contractor

to

supply

materials

or

goods and includes a Nominated Supplier.

suspend: to cease operations for a period of time on an activity in which

work

has

commenced.

Tender Documents: the documents and drawings referred to

in

the first recital

of

the

Articles,

or

a certified true copy

of

those documents and drawings.

Valuation: the valuation made by the Quantity Surveyor, in accordance with the valuation

rules under clause 13.4, of work carried out in response to an Architect s instruction

requiring a Variation, remeasurement of Provisional Quantities and Provisional Items or

to expend Provisional Sums.

Variation: a change instructed by the Architect to the design, quality or quantity of the

Works including:

0)

an alteration

to

the type, standard or quality of any

of

the materials or goods

comprising the Works;

ii) the addition, substitution or omission of work; and

(iii)

the removal from the Site

of

materials or goods and the demolition and removal

of work

except

where provided for in the Contract or where the materials,

goods

or

work are not in accordance with clause 8.1;

or the imposi tion of an obligation or restriction instructed by the Architect regarding:

iv) access to the Site or use

of

any parts

of

the Site;

v) limitation of working space;


16/114

1 Interpretation and definitions

(Cont d)

vi) limitation of working hours; or

vii) the sequence of carrying out

or

completing work;

or the addition or alteration to or omission of such obligations or restrictions imposed

by the Contract .

Works the

work

briefly

described

in the Articles

of Agreement and

shown upon,

described by or referred to in the Contract including any change made to the

work

in


he role of the Engineer

1 7 1)

The Architect may, from time to time, delegate any of his duties and powers under

the Contract to an Engineer.

2) The delegation shall be in writing and copied to the Contractor. It shall specify the

duties and

powers

that are

delegated

and shall remain in

force

until

changed or

terminated in writing by the Architect.

3) Where in the

context of

the wording

of

a clause in the Conditions or where

recognition of the Engineer s statutory responsibility requires it, the word Architect in

the Conditions shall be deemed to be read as Engineer .

Sectional completion of the Works

1 8 1)

Where sectional completion of the Works

is

provided for in the Contract, a reference

to the Works shall be deemed to mean the Works

or

a Section.

2)

The phrase the whole of the Works means the Works including all Sections.

Communications

1 9

Unless otherwise stated, all notices, certificates and other communications under the

Contract between the Employer, the Architect, the Quantity Surveyor and the Contractor

shall be in writing.

Notices of default or determination to

be sent

by special delivery

1 10

All notices

of

default

or

determination under clauses 35, 36 and 37 shall be sent by

special delivery.

Parties to

ct

reasonably

nd

expeditiously

1 11 1) The parties, the

Architect

and the Quantity Surveyor shall act reasonably and

expeditiously in all matters under the

Contract

including, without limitation, giving

or

withholding consent, approval or agreement, valuing Variations and certifying.

2)

All requirements shall be reasonable requirements and, without limitation, the term

to

the

Architect s satisfaction

shall be construed as meaning to the Architect s

reasonable satisfaction

and

the term practicable shall mean reasonably practicable.

15


17/114

'

i

I

2 Contractor s obligations


2.1 1) The Contractor shall

in

compliance with the Contract:

a) organize, manage, plan and supervise the carrying out

of

the Works;

b) co-ordinate the carrying out

of

the Works including the interface between his own

work and the work carried out by each Domestic Sub-Contractor, Nominated Sub

Contractor, Specialist Contractor, statutory undertaker and utility company;

c) assist in the

co-ordination

of their work by each

Domestic Sub-Contractor,

Nominated Sub-Contractor, Specialist Contractor, statutory undertaker and utility

company with the work of each

of

the others;

d) design sufficient, safe and adequate temporary works to enable the Contractor to

comply with his other obligations under the Contract, except where the design

of

any temporary works is a statutory obligation

of

any person other than the Contractor

or

any person for whom the Contractor is responsible;

e) carry

out

any work involved in the development of the Architect s design that may

be specified in the Contract;

f) prepare all shop drawings and co-ordination drawings required by the Contract;

g)

carry out the maintenance

of

mechanical and electrical equipment where required

to do so by the Contract for the period

of

time so specified;

h) take responsibility for the care

of

the Works, except for loss or damage arising

from the Excepted Risks, from the Commencement Date until 14 days after

Substantial Completion

of

the Works or 14 days after the determination

of

the

employment of the Contractor, whether valid

or

not, whichever is earlier,

except

that the Contractor s responsibility for the care

of

the Works shall terminate in

relation to a Section or Relevant Part 14 days after the Employer takes possession

of that Section or Relevant Part; and

i) carry

out

the construction of and complete the Works using materials, goods and

workmanship

of

the types, standards and quality specified

in

the Contract.

2} Where the Contract requires the Contractor to prepare details, to carry out the

design or the development

of

the Architect s design, unless the requirement

of

fitness

for

purpose is specifically stated, the design or the development

of

the

Architect s design shall

be

carried out with reasonable skill and

care

and

the

Contractor shall be responsible to the Employer for such work.

Contractor s responsibility

2.2 The Contractor shall remain wholly responsible for carrying

out

and completing the

Works in accordance with the Contract whether or not the Architect or the Architect s

representative, if appointed:

16

a) visits the Works or a place where materials or goods are being manufactured or

stored, work is being prepared, or design is being carried out;


18/114

2

Contractor s

obligations (Cont d)

b) inspects or tests any materials or goods;

c) exercises his

powers

under clause

8; or

d)

includes the value of any materials, goods or work in an Interim Certificate.

Contractor s skill and care

2.3

The Contractor shall exercise

in

the performance

of

his obligations under the Contract

all the skill, care and diligence to

be

expected of a competent contractor experienced

in carrying out work of a similar scope, nature and size to the Works.

Contractor to inform rchitect if he finds ambiguities in documents

2.4 1) The Contractor shall immediately inform the Architect if the Contractor finds an

ambiguity

or

discrepancy in

or

divergence between the following documents:

a) the Contract Drawings;

{b) the Specification;

c) the Contract Bills;

{d) the descriptive schedules .and other similar documents referred to in clause 5.3(d);

e) the Nominated

Sub-Contract

documents and the Nominated Supply Contract

documents referred to in clauses 5.4 and 5.5; and

{f) the further drawings, details, descriptive schedules and similar documents referred

to in clause 5.6 provided from time to time during the carrying

out

of the Works.

2) If the Architect agrees with the Contractor, he shall issue an instruction to resolve

the ambiguity,

discrepancy or

divergence as soon as practicable after receipt

of

the

notice from the Contractor

and

the instruction shall, if considered appropr iate by the

Architect, require a Variation.

Master

progr mme

Master programme to be

submitted

3 1

1)

The Contractor shall submit to the Architect within the time stated in the Appendix:

a) 6 copies

of

a master programme prepared for his own purposes for organizing,

managing, planning, supervising and co-ordinating the carrying

out

of the Works

and completing

them

by the Completion Date;

{b)

a method statement describing the methods of construction and the resources

that he intends to use to carry out the Works;

c) a list

of the

names and details

of

the site management and supervisory team

personnel, referred to

in

clause

10,

with job descriptions and details of their durations

on the Site; and

7


19/114


20/114

3 Master programme (Cont d)

Programme

and other

documents

not

to

be documents

forming the ontract

3.3 Neither the programme, the method statement

nor

other

document

submitted under

clause 3 shall be documents forming the Contract and no comment made by the Architect

on any of these documents shall impose

an

obligation on the Employer.

4 Architect s instructions

Architect

may

issu

instructions up to the

issu

of the Final ertificate

4 1 The Architect may issue instructions that he is empowered to issue under the Conditions

at any time up to the issue of the Final Certificate including during the time that the

Contractor may be

carrying

out work

after the Date

of

Substantial Completion of the

Works, but he shall not instruct a Variation after the issue

of

the Defects Rectification

Certificate for the Works, a Section or a Relevant Part as the case may be.

Architect

to issue instructions in writing

•

2

1) The

rchitect

must

issue all

instructions

in

writing

in

accordance

with clause

1.9. All oral instructions given must be confirmed in writing within 5 days of giving the

oral instruction. If the Architect gives an oral instruction

that

the Contractor believes

requires a Variation it shall have no immediate effect, the Contractor shall confirm the

oral instruction requiring a Variation in writing to the Architect within 7 days of it being

issued and if not dissented to in writing by the Architect within 7 days from his receipt

of the Contractor s confirmation the Variation shall take effect on the expiry

of

the latter

7 days.

2)

Where an Architect s oral instruction requiring a Variation has been confirmed in

writing by the Contractor under clause 4.2(1) and not dissented to by the Architect, the

Architect shall issue the written instruction for a Variation for record purposes as soon

as practicable after the Contractor s confirmation.

ompliance with

Architect s

instructions

4 3 1)

Subject to clauses 4.2(1) and 4.3 2), the Contractor shall comply with all instructions

that the Architect is empowered by the Conditions to issue as soon as practicable. If

there is a d isagreement between the Architect and the Contractor as to whether an

instruction involves a Variation, the Contractor shall comply with the instruction and

may,

if

he is not satisfied, require the disagreement to be resolved under clause 41.

2) If the Contractor disagrees that the Architect is empowered by the Conditions to

issue an instruction he may within 7 days of receipt

of

that instruction require the

disagreement to

be

resolved under clause 41 .

3) If the Contractor does not begin to comply with an instruction within 7 days after

receipt of a written notice from the Architect requiring compliance with that instruction

in accordance with clause 4.3(1) and the Architect issues a certificate to that effect by

special delivery, the Employer

may,

without prejudice to his other rights and remedies,

engage other persons to carry out that instruction. All additional costs incurred by the

Employer in

connection

with the employment of the

other

persons to carry out that

instruction may be recovered from the Contractor under clause 40 or as a debt.

19


21/114

I

I

4 Architect s instructions (Cont d)

4)

The Contractor shall provide reasonable access to the persons engaged by the

Employer under clause 4.3(3) and shall permit them to carry out their work without

hindrance.

ontractor to carry ut preventative work

4.4

1)

In the event of an emergency caused by an event arising out

of

or in connection

with the Works that threatens the safety of the Works or any person or property, the

Contractor shall immediately:

5

5 1

2

a) carry out

all

necessary preventative work

without

waiting for

an Architect s

instruction; and

b) immediately inform the Architect of the emergency and

of

the action

taken

or

preventative work being carried out.

2)

The Architect shall issue an instruction confirming a Variation for preventative work

carried out initially without an Architect s instruction, provided that the

work

was not

required to

be

carried out in fulfilment of a Contractor s obligation or because of a

breach of contract or other default by the Contractor or any person for whom the

Contractor is responsible.

Documents forming the Contract and other documents

he

documents forming the ontract

1)

The documents forming the Contract shall be:

a) the Articles of Agreement and the Appendix;

b) the Form of Tender submitted by the Contractor together with the Employer s letter

of acceptance of the Contractor s tender and any correspondence between the

parties expressed to form part of the Contract;

c) the Special Conditions if any;

d) the Conditions; and

e)

the Contract Drawings, the Specification and the Contract Bills.

2) The order

of

precedence

of

the documents forming the Contract shall be as listed

in paragraphs

a)

to

e)

above and:

a) for the purpose of adjusting the Contract Sum the Contract Bills shall take

precedence over the Contract Drawings and the Specification; but

b)

for all other purposes including carrying out the construction

of

and completing

the Works the Contract Drawings and the Specification shall take precedence over

the Contract Bills.


22/114

5

Documents

forming

the

Contract and other documents (Cont d)

Architect and Quantity Surveyor t keep documents available

5.2 The Archi tect shall provide two copies, certified on behalf of the Employer as a true

copy, of each of the documents forming the Contract and two certified true copies of

each of the documents forming the Nominated Sub-Contracts and the Nominated Supply

Contracts as referred to in clauses 5.4 and 5.5, and the Architect and the Quantity

Surveyor shall. both keep one of each

of

these copies available at all reasonable. times

for the purposes

of

the Contract.

Copies

of

documents

for

Contractor

5.3 As soon as practicable after the acceptance of the Contractor s tender the Architect

shall provide the Contractor, without charge, with:

a) 1 copy, certified on behalf of the Employer as a true copy,

of

each of the documents

forming the Contract;

b) 3 further copies of the Contract Drawings and the Specification;

c) 3 copies

of

the unpriced bills of quantities; and

d) 3 copies of any descriptive schedules

or

other similar documents prepared by

or

under the direction of the Architect before the acceptance of the Contractor s tender

and necessary for use in carrying

out

the Works.

Nominated Sub Contract documents

5.4 The Architect shall provide the Contractor, without charge, with 3 further copies

of

the

Nominated Sub-Contract, the sub-contract drawings, the sub-contract specification,

the sub-contract bills of quantities or schedule of quantities and rates,

as

the case may

be, descriptive schedules and other similar documents as soon as practicable after the

award of each Nominated Sub-Contract.

Nominated

Supply

Contract documents

i The Architect shall provide the Contractor, without charge, with 3 further copies

of

the

Nominated Supply Contract, the

supply contract drawings, the

supply

contract

specification, the supply contract bills of quantities

or

schedule of quantities and rates,

as the case may be, descriptive schedules and other similar documents as soon as

practicable after the award

of

each Nominated Supply Contract.

Further drawings details descriptive schedules and similar documents

5.6

1)

The Architect shall provide the Contractor, without charge, and from time to time

during the carrying out

of

the Works, with 3 copies

of

all further drawings, details,

descriptive schedules or similar documents (referred to in clause 5 as the supplementary

documentation ) that, in the Architect s opinion, are reasonably necessary for use

in

carrying out the Works

or

to explain

or

amplify the Contract Drawings, the Nominated

Sub-Contract drawings and the Nominated Supply Contract drawings.

2)

If

in

the Contractor s opinion

he

requires more supplementary documentation than

that provided by the Architect under clause 5.6(1) he shall submit a written request to

the Architect specifying what further supplementary documentation

he

requires.

21


23/114

'

'

I

. :

.

:: i

.

I '

i

' I

.

I

i .

I

,I

·

.,

i,

'I

i

5 Documents forming the

Contract

and other documents (Cont'd)

5 7

(3)

It shall be

at the

sole

discretion of the

Architect to decide which, if any,

of the

supplementary documentation requested by the Contractor

the

Architect will provide.

ocuments to be

provided

to ontractor on time

(1)

The supplementary documentation referred to in clause 5.6 shall be provided when,

having regard to the progress of

the

Works and the Contractor's procurement, fabrication

and other lead in times, it is reasonably necessary for

the

Contractor to receive it.

(2)

The Contractor shall inform

the

Architect sufficiently in advance

of the

time that he

requires the supplementary documentation to enable the Architect to fulfil his obligations

under clause 5.7(1).

Electronic copies of drawings

5 8 If,

within 14 days after the acceptance

of

the Contractor's tender,

the

Contractor requests

the

Architect

in

writing

to do

so,

the Architect

shall

provide

the

Contractor,

without

charge with electronic

copies of

all

of the

drawings required

to

be provided under

clauses 5.3, 5.4, 5.5 and 5.6

that

have been produced electronically

in

lieu of

the

hard

copies referred to in

those

clauses.

ocuments on Site

5 9 The Contractor shall keep

on the

Site so as to be available to the Architect and the

Quantity Surveyor at all reasonable times 1 copy of:

5 10

22

(a)

the Contract Drawings;

(b)

the

Specification;

(c)

the

unpriced bills

of

quantities;

(d) the programmes and other documents referred to in clause 3;

(e)

the descriptive schedules

or

other

similar

documents referred to in clause 5.3

prepared by the Architect before

the

acceptance

of the

Contractor's tender;

(f) the Nominated Sub-Contract documents and Nominated Supply Contract

documents referred to in clauses 5.4 and 5.5;

(g)

the

supplementary documentat ion referred to in clause 5.6 provided by the Architect

from time to time

during

the carrying

out

of the Works; and

(h) all

other documents

that the Contractor is required

to

keep on Site in fulfilment of

his statu tory obligations.

Return of drawings

The Contractor

shall return

to

the

Architect

all drawings

specifications details

descriptive schedules and

other

similar documents provided under clause 5,

if

required

by

the

Architect to

do

so,

either upon the

issue of

the

Final

Certificate

or

the

final

conclusion of any proceedings

to

which

the

Contractor is a party, whichever is later

and the Contractor may take copies for

his

own records.


24/114

5

Documents

forming the Contract and other documents (Cont d)

Submission

of

manuals and assignment

of

warranties

5.11

1)

The

Contractor

shall

submit

to the Architect all the operation and maintenance

manuals received by the Contractor.

2) The Contractor shall assign to the Employer (so far as he is lawfully able to

do

so)

the benefits of all suppliers and sub-contractors warranties, guarantees

or

other ancillary

agreements for materials, goods

or work

insofar as they are required by the Contract,

Nominated Sub-Contracts or Nominated Supply Contracts, other than the

direct

warranties to the Employer required under the Nominated Sub-Contracts and Nominated

Supply Contracts, within 60 days after the issue of the Substantial Completion Certificate

for the whole of the Works.

-

3)

Where the

Contractor

assigns the benefit

of

a suppliers or

sub-contractors

warranty, guarantee or other ancillary agreement for materials, goods or work to the

Employer, the Employer shall exhaust all remedies under the warranty, guarantee

or

ancillary agreement before enforcing the terms

of

the Contract against the Contractor

in

respect of any matter for which a cause of action exists against the sub-contractor or

supplier under the warranty, guarantee

or

other ancillary agreement.

Submission

of

as built drawings

5.12 1) The Contractor shall submit to the Architect 2 copies

of

a complete set

of

the as

built drawings that are required by the Contract, Nominated Sub-Contracts or Nominated

Supply Contracts within 60 days

of

the issue

of

the Substantial Completion Certificate

for the whole

of

the Works.

2)

Where the

drawings

referred to under clauses 5.3, 5.4, 5.5 and 5.6 have been

issued electronically, the Contractor shall, if so required by the Architect, provide the

as-built drawings electronically.

Limits to use

of

documents

5.13 1) The Contractor shall not use any

of

the documents referred to in clause 5 for any

purpose other than the Works and any proceedings relating to the Contract.

2)

Neither the Employer, the Architect

nor

the Quantity Surveyor shall divulge any of

the rates or prices in the Contract Bills or use them except for the purposes of the

Contract and any proceedings relating to the Contract.

Issue

of


5.14 The Archi tect shall issue all certificates to the Employer and shall, at the same time,

issue a copy of each certificate to the Contractor.

Copy

of

notice to be given to Employer

5.15 Whenever the Architect issues a notice to the Contractor by special delivery, he shall

issue a copy of the notice to the Employer at the same time.

3


25/114

6

Statutory

obligations

Statutory Requirements

6.1 The Contractor shall comply with and give the notices required

by

any Ordinance,

regulation, rule, order

or

by-law applicable to the Works ('the Statutory Requirements')

which are to be complied with by the Contractor.

ompliance with the Statutory Requirements

6.2 1) The Contractor shall immediately notify the Architect if the Contractor finds that

carrying

out

the Works in compliance with the Contract or with an Architect's instruction

requiring a Variation will infringe the Statutory Requirements.

2) If the Archi tect agrees with the Contractor, he shall issue an instruction to resolve

1

the infringement as soon as practicable after receipt

of

the notice and the instruction

shall, if appropriate, require a Variation.

Fees

or

charges

6.3

1)

The Contractor shall pay all fees or charges legally demandable under the Statutory

Requirements.

6.4

4

2)

The net amount of those fees or charges paid by the Contractor shall be added to

the Contract Sum unless they:

a)

are

fees or

charges

that the

Contractor is liable to pay under the

Statutory

Requirements, and the liability was known prior to the date for submission of tenders

and has not been increased;

b)

are priced, or are required to be allowed for,

in

the Contract Bills;

c)

are provided for by a Provisional Sum;

or

d) arise out of a default, delay or failure by the Contractor or a sub contractor to

comply with the Statutory Requirements or the Contract

Statutory undertakers nd utility companies

1)

Statutory undertakers

or

utility companies carrying out work in pursuance of their

statutory obligations and not having a contractual relationship with the Employer, the

Contractor

or

any person

for

whom the Contractor is responsible shall be classified as

statutory undertakers or utility companies and not Nominated Sub Contractors or

persons engaged

by

the Employer under clause 30 and the fees or charges for their

work shall be regarded as fees and charges legally demandable under the Statutory

Requirements and processed in accordance with clause 6.3.

2) The Contractor shall allow those persons reasonable access to the Site, permit

them to carry out their work and provide them with the facilities referred to in clause 31.

3)

Statutory undertakers

or

utility companies engaged under contracts with the

Employer to carry out work directly connected with or ancillary to but not forming part

of

the Works shall be classified

as

Specialist Contractors

as

referred

to

in clause 30.1.

F

l

l

f


26/114

Statutory obligations (Cont d)

4) tatutory undertakers

or utility

companies

engaged

under contracts

with the

Contractor or a Nominated Sub-Contractor to carry out work forming part of the Works

shall be classified as sub-contractors or sub-sub-contractors as the case may be.

Setting out the Works

etting out nd levels

1)

The Architect shall provide the Contractor with accurately dimensioned setting out

drawings containing the information and levels necessary for him to set out the Works.

2)

The Contractor shall be responsible for accurately setting out the Works and shall

correct any error arising from inaccurate setting out at his own

cost

unless the Architect

accepts the error without correction subject to a reasonable reduction in the Contract

Sum having regard to the Employer s loss of value of the Works and any expenses that

he may incur arising from the inaccurate setting out.

Materials goods workmanship and wor

Types standards nd quality

1) The Contractor

must

provide all materials and goods

of

the types, standards and

quality described in the Contract to the Architect s satisfaction that the Contractor has

met these requirements.

2)

Where the Contractor is responsible for the selection

of

the materials and goods in

accordance with a performance specification

or

otherwise, the materials and goods

must be fit for the purpose stated in the Contract.

3) If any of the specified materials or goods are not procurable, then the Contractor

shall submit alternative proposals for materials or goods

of

similar type and standard

and of comparable quality and price

to

the Architect for his approval; and

a)

if the proposed alternative materials

or

goods are of similar type and standard and

of comparable quality and price to those specified, and the Architect approves

them, the

substitution

of the alternative materials or goods for

those

specified

shall be made with no adjustment to the Contract Sum; or

b) if the proposed alternative materials

or

goods

are

not of similar type and standard

or comparable quality

or

price to those specified, and the Architect approves them,

he shall instruct a Variation to adjust the type, standard, quality or price.

4)

The Contractor shall provide the Architect, upon his request, with vouchers, test

certificates or other evidence to satisfy the Architect that the materials and goods comply

with the Contract.

5) The Contractor s workmanship must be of the standard and quality described in

the Contract

to

the Architect s satisfaction.

5

I

I

i

I


27/114

8 Materials

goods,

workmanship and work

(Cont d)

6) All work must be carried out in a proper and workmanlike manner in accordance

with the Contract

or, in

the absence

of

any specific performance requirements, to the

Architect s satisfaction.

Inspection

nd

tests

8 2 1)

The Contractor shalf carry out

or,

if

so required by the Contract, arrange for a third

party

to

carry out, the tests specified in the Contract

in

compliance with the specified

testing procedures.

2) In addition to

the

tests specified in the Contract,

the

Architect may

instruct

the

Contractor

to

open up for inspection any work

covered

up and

to

carry out,

or

arrange

for

a third

party to carry

out,

tests

of materials

and goods

{whether

or not

already

incorporated in the Works) and work which has been carried out.

3) The cost of the testing, the opening up for inspection and any consequential making

good shalf

be

added to the Contract Sum unless:

a) the inspection

or

test is provided

for

in the Contract Bills;

b) the inspection

or

test shows

that

the materials, goods, workmanship

or

work are

not in accordance with clause 8;

c)

the inspection

or

test

was considered necessary

by

the Architect because, as a

result

of

the failure of a previous inspection

or

test, further investigation of similar

materials goods

or

work was required

to

establish

to

his

satisfaction their

compliance with clause 8;

or

d) the work was carried

out

without the inspection notice required by the Contract.

Materials goods workmanship or work

not

in accordance with Contract

8 3

The Architect may,

if

any materials, goods, workmanship

or

work are

not

in accordance

with the Contract, instruct:

6

a) the removal from the Site and the replacement

of

materials and

goods

that are

not

in

accordance with clause

8;

b)

the repair

or

demolition, removal and reconstruction of work which,

in

respect

of

materials, goods

or

workmanship, is

not

in accordance with clause 8;

c)

the acceptance

without

replacement

or

reconstruction

of some or

all

of

the

materials,

goods

or work

that are

not

in

accordance

with clause

8,

subject

to

a

reasonable reduction in the

Contract

Sum having regard

to

the reduction in the

value of the materials, goods

or

work; and

d) a Variation

for

alternative remedial work to sorne

or

all of the materials,

goods or

work as is reasonably necessary in consequence

of

them

not

being

in

accordance

with clause

8,

with no extension of time

or

addition

to

the

Contract Sum.


28/114

8

8 4

8 5

9

9.1

9 2

9 3

Materials, goods, workmanship and work (Cont d)

Rectifying defects

The Architect may instruct the Contractor to rectify defects which appear before the

commencement of the Defects Liability Period.

Dismissal from the Works

The Architect may instruct the Contractor to dismiss any individual from the Works for

incompetence, misconduct or other similar reasons.

Intellectual

property rights

Intellectual property in design of the Works

The Contractor shall pay the cost of any royalty, license fee or other sum legally

demandable for the use of intellectual property in connection with the design

of

the

permanent Works other than works under a Nominated Sub-Contract or materials and

goods supplied under a Nominated Supply Contract, and the cost shall

be

added

to

the Contract Sum.

Intellectual property in materials

nd

goods

The Contractor shall pay the cost o any royalty, license fee or other sum legally

demandable for the use of intellectual property

in

connection with the incorporation

of

materials and goods into the permanent Works other than materials and goods supplied

under a Nominated Sub-Contract

or

a Nominated Supply Contract. The cost shall be

added to the Contract Sum unless the Contractor was responsible for the selection of

the materials and goods in accordance with a performance specification or otherwise

in which case the cost shall be deemed to be included in the Contract Sum.

Intellectual property in pl nt

nd

equipment

1) The payment

of

all royalties, license fees or other sums legally demandable for the

use of intellectual property in respect

of

plant, equipment, machinery,

methods or

anything whatsoever used in carrying out the Works shall be deemed to be included in

the Contract Sum.

2) The

Contractor

shall

indemnify

the Employer from and

against

all claims,

proceedings, damages, costs and expense arising from the Contractor

or

any

sub-

contractor

or

supplier infringing

or

being held to have infringed any of the intellectual

property rights referred

to

in clause

9.3 1

).

Payment of royalties included in Valuation

9.4 If the Contractor uses any intellectual

property

in

compliance

with an

Architect s

instruction requiring a Variation, any royalty, license fee or other sum legally chargeable

which the Contractor pays in connection with that instruction shall be included in the

Valuation

of

the Variation.

1 0 Contractor s site management

team

Contractor s site management team

10.1 1) The Contractor shall maintain the site management and supervisory team (referred

to in clause 10 as the team ) listed in clause 3.1

1

)(c) on the Site for as long as is

necessary for the satisfactory fulfilment of his obligations under the Contract.

7


29/114

10

Contractor s site

management

team

(Con 'd)

2)

The team shall be of sufficient strength with personnel

of

appropriate qualifications,

seniority and experience, having regard to the size, complexity and nature of the Works,

to

properly organise, manage, plan, supervise and co-ordinate

the

carrying

out

of the

Works.

Construction manager

10.2 1)

The team shall

be

headed by

an

experienced and competent construction manager

approved

by

the Architect.

2) An instruction issued by the Architect to the construction manager shall be deemed

to have been issued to the Contractor.

3)

The Architect

may

instruct the Contractor to replace the construction manager

or

a member of the team

for

incompetence or misconduct.

4)

The Contractor shall not remove or replace the construction manager

or

any member

of

the

team unless requested by

or

agreed to by the Architect.

11

Access

for

the Architect to

the

Works

ontractor

to

give

access

The

Contractor

shall

give

the Architect and

any

person authorised

by the Architect

access, at all reasonable times,

to

the Works

or

any place where materials

or goods

are

being manufactured

or

stored, work is being prepared

or

design is being carried out,

and shall ensure

that

all his sub-contractors and suppliers

do

the same.

12 Architect s representative

Architect s representative

12.1 The Architect

and/or the

Employer may appoint an architect, engineer, clerk of works

or

other

person as the Architect's representative to be resident on the Site and acting

under the direction

of

the Architect.

8

The Architect's representatives' duties shall be to:

a)

watch and inspect

the

Works;

b)

inspect and test materials and goods;

c)

check that the types, standards and quality

of

the materials and goods, the standard

and quality

of

the Contrac tor s

workmanship and

the quality

of his

work

are in

accordance with the requirements

of

the Contract;

d)

check, amend as necessary, and where appropriate sign the records submitted to

him by the Contractor for approval; and

e)

carry

out the

duties and exercise

the

powers delegated to him

by the Architect

under clause 12.2,


30/114

12

Architect s

representative (Con '

d)

and the Contractor shall give the Architect's representative every reasonable facility for

the performance

of

these duties.

Delegation

of

duties

nd

powers

12.2 1) The Architect may, from time

to

time, delegate any of his duties and powers under

the Contract to the Architect's representative as defined under clause 12.1.

2)

The delegation shall

be

in writing and shall

be

copied to the Contractor. It shall

specify the duties and powers

that

are delegated and remain in force until changed

or

terminated in writing by the Architect.

Instruction to bind parties

12.3 1) The Architect's representative shall issue all instructions

in

writing and an instruction

from the Architect's representative shall bind the parties if:

a)

the Architect has the power to give it; and

b) it is within the terms of the delegation.

2)

The Contractor may, within 7 days of receiving an instruction from the Architect's

representative,

submit

an objection to the Architect who shall confirm, reverse or vary

that instruction within a further 7 days, failing which the instruction shall have no effect.

3 Variations Provisional Quantities Provisional Items and Provisional

Sums

Architect s authority to issue instructions requiring a Variation

13.1

1)

The Architect may issue an instruction requiring a Variation provided that:

a)

the Contractor has the right

of

reasonable objection to a Variation which imposes

or changes an obligation or restriction on the Contractor regarding access to the

Site, use

of

any part

of

the Site or limitation of working space or working hours and

the Architect shall, upon receipt

of

the Contractor's objection, either confirm or

withdraw the instruction, and if the instruction is confirmed, the Contractor may

refer the matter to arbitration under clause 41;

b)

the Contractor's written consent is given

to

an instruction either nominating a sub-

contractor to carry

out

work included in the Contract Bills which is to be carried

out

by the

Contractor or

omitting work in order for it to be carried out by others;

and

c) the instruction or accumulation

of

instructions shall not fundamentally change the

scope or nature

of

the Works.

2)

The instruction requiring a Variation shall describe the change required to the design,

quality or quantity of the Works or the imposition of or change to any obligation or

restriction on the Contractor and where appropr iate the Architect shall issue revised

drawings and/or schedules.

9


31/114

13 Variations, Provisional Quantities, Provisional Items and Provisional Sums (Cont d)

3)

The Contractor has

no

right to carry out work involving a Variation without a written

instruction from the Architect or confirmation

of

an oral instruction from the Contractor

except in the event of an emergency as provided for in Clause 4.4.

Instructions

for

Provisional Quantities, Provisional Items nd Provisional Sums

13 2 The Architect shall issue an instruction for:

a) the carrying out of work or the provision of goods covered by Provisional Quantities

or Provisional Items

in

the Contract Bills, Nominated Sub-Contracts or Nominated

Supply Contracts; and

b) the expenditure of Provisional Sums included in the Contract Bills, Nominated Sub

Contracts or Nominated Supply Contracts.

Valuation

of

Contractor s work

13 3 The Quantity Surveyor shall measure and value work carried out by the Contractor in

response to an Architect s instruction under:

a) clause 13.1 requiring a Variation;

b) clause 13.2(a) for the remeasurement of Provisional Quantities and Provisional Items;

and

c) clause 13.2(b) to expend a Provisional Sum,

and the Valuation shall

be

made

in

accordance with the rules set out

in

clause 13.4.

Valuation rules

13 4

1)

Where the Valuation relates to the carrying

out

of:

3

a) additional or substituted work which can be properly valued by measurement;

b)

work which is the subject of Provisional Quantities or Provisional Items; or

c) work involved in the expenditure

of

Provisional Sums,

the work shall be measured and shall be valued in accordance with the following rules:

i) where the work is the same as or similar in character to and is carried out

under the same

or

similar conditions to work priced in the Contract Bills, and

the Variation does not substantially change the quantity of that work, the rates

in the Cont ract Bills for that work shall determine the Valuation;

ii) where the work is the same as or similar in character to work priced in the

Contract Bills but is not carried out under the same or similar conditions, or

the Variation substantially changes the quantity

of

that work, the rates in the

ontract Bifls for

that

work shall determine the Valuation

but

with a fair

adjustment for the difference in conditions or quantity;


32/114

13 Variations, Provisional Quantities,

Provisionalltems

and Provisional Sums (Cont d)

iii) where the work

is

not the same as or similar in character to any work priced in

the Contract Bills the work shall be valued at fair rates; and

iv)

the word conditions in clause 13.4(1) shall mean physical conditions and not

financial conditions.

2) Where the Valuation relates

to

work which cannot be properly measured and valued

under

clause 13.4(1) the work may, with the prior consent of the Architect, be carried

out as daywork and provided that the Contractor:

a)

gives at least 7 days notice to the Architect before carrying out the work,

or

where

the work is required urgently, as much prior notice

as

practicable; and

b) submits vouchers

spec