For use in conjunction with the FIDIC Conditions of Contract for Construction, 1st Edition 1999.
Guidance for the Preparation of the Particular Conditions
Forms of Letter of Subcontractor's Offer, Contractor's Letter of Acceptance and Subcontract Agreement
Soft cover; 114 pages
The terms of the Conditions of Subcontract for Construction have been prepared by the Fédération Internationale des Ingénieurs-Conseils (FIDIC) and are recommended for use in conjunction with the FIDIC Conditions of Contract for Construction for Building and Engineering Works Designed by the Employer, 1st Edition 1999, and with the Multilateral Development Bank Harmonised Edition of the FIDIC Conditions of Contract for Construction for Building and Engineering Works Designed by the Employer. They replace the terms of the FIDIC Conditions of Subcontract for Works of Civil Engineering Construction, 1st Edition 1994, that were recommended for use in conjunction with the FIDIC Conditions of Contract for Works of Civil Engineering Construction (4th Edition 1987, Reprinted 1992 with Further Amendments).
The document begins with a series of flow charts which show, in visual form, the critical sequences of activities which are specific and unique to the subcontract form of contract. These have been included by the drafting task group to facilitate an understanding of the procedures and terminology found in these FIDIC Conditions of Subcontract for Construction.
These flow charts cover:
Typical sequence of Principal Events during Subcontracts for Construction
Typical sequence of Subcontract Payment Events envisaged in Clause 14
Typical sequence of Subcontract Dispute Events envisaged in Clause 20.
These charts are illustrative and must not be taken into consideration in the interpretation of the Conditions of Subcontract.
In the preparation of the FIDIC Conditions of Subcontract it was recognised that while there are numerous Clauses which will be generally applicable there are some clauses which must necessarily vary to take account of the circumstances and locality of the Subcontract Works. The causes of general application have been grouped together in the first part of this document and are referred to as General Conditions of Subcontract. They have been published in a form which will facilitate their inclusion as printed in the subcontract documents normally prepared.
The Particular Conditions of Subcontract are linked with the General Conditions of Subcontract by the corresponding numbering of the clauses, so that the General Conditions and the Particular Conditions together comprise the Conditions of Subcontract governing the rights and obligations of the parties. The Special Conditions of Subcontract must be specially drafted to suit each individual Subcontract. The guidance in the second part of this document – Guidance for the Preparation of Particular Conditions of Subcontract – is intended to aid in this task by giving options for various clauses, where appropriate. The use of clauses or sub-clauses in the Particular Conditions of Subcontract may be necessary or appropriate for one or more reasons, of which the following are examples:
Where the wording in General Conditions specifically requires that further information is to be included in Particular Conditions and the Conditions of Subcontract would not be complete without that information, namely in Sub- Clauses 1.1.8, 1.1.9, 1.1.11, 1.1.18, 1.1.27, 1.9, 2.1, 8.4, 18.1, and 18.2.
Where the wording in the General Conditions indicates that supplementary information may be included in the Particular Conditions, but the Conditions of Subcontract would still be complete without any such information, namely in Sub-Clauses 1.11, 2.1, 2.2, 4.1, 7.1, 7.2, 9.1, 10.2, 10.3, 14.6, and 18.2.
Where the type, circumstances or locality of the Subcontract Works necessitate
additional clauses or sub-clauses (for example, when the Subcontractor has
been nominated by the Employer).
Where the governing law or exceptional circumstances necessitate an alteration in the General Conditions. Such alterations should be effected by stating in the Particular Conditions that a particular clause, or part of a clause, in the General Conditions is deleted and giving the substitute clause, or part, as applicable.
In other cases, however, only guidance for drafting purposes is given. Before incorporating any example wording it must be checked to ensure that it is wholly suitable for the particular circumstances and, if not, it must be varied. Where example wording is varied and in all cases where additional material is included in the Particular Conditions of Subcontract, care must be taken to ensure that no ambiguity is created with the General Conditions of Subcontract or between the clauses in the Particular Conditions of Subcontract.
The Guidance for the Preparation of Particular Conditions of Subcontract include sample forms, with some guidance, of annexes that are to be attached to the Particular Conditions of Subcontract:
Annex A: Particulars of the Main Contract
Annex B: Scope of Subcontract Works and Schedule of Subcontract Documents
Annex C: Incentive(s) for Early Completion, Taking-Over by the Contractor and Subcontract Bill of Quantities
Annex D: Equipment, Temporary Works, Facilities, and Free-Issue Materials to be provided by the Contractor
Annex E: Equipment, Temporary Works, Facilities, and Free-Issue Materials to be Provided by the Contractor
Annex F: Insurances
Annex G: Subcontract Programme
Annex H: Other Items
Sample forms of offer, acceptance and agreement at the end of the document are:
Letter of Subcontractor's Offer
Contractor's Letter of Acceptance
Appendix to the Subcontractor's Offer
In preparing the FIDIC Conditions of Subcontract for Construction, special thanks are extended to members of the Subcontract Task Group of the FIDIC Contracts Committee. The task group comprised Richard Appuhun, Civil Engineer, Italy, Nael Bunni, Chartered Engineer, Ireland, Edward Corbett, Corbett & Co., UK, Shiobhan Fahey, Consulting Engineer, Ireland, and Zoltan Záhonyi, Consulting Engineer, Hungary.
The preparation was carried out under the general direction of the FIDIC Contracts Committee which comprised until September 2009: Axel-Volkmar Jaeger, Consulting Engineer, Germany (Chair); Christopher Wade, Consulting Engineer, UK (Former Chair); Philip Jenkinson, Atkins, UK; Nael Bunni, Chartered Engineer, Ireland; Legal Adviser Christopher Seppala, White and Case LLP, France; Special Adviser Michael Mortimer-Hawkins, Consulting Engineer, UK and Sweden. From September 2009, the committee comprised Philip Jenkinson, Atkins, UK (Chair), Christoph Theune, Pöyry Environment GmbH, Germany, and Zoltan Záhonyi, Consulting Engineer, Hungary, with Axel-Volkmar Jaeger, Christopher Wade, Nael Bunni, Christopher Seppala, and Michael Mortimer-Hawkins as Special Advisers. Drafts were reviewed by many persons and organisations, including those listed below.
Their valuable comments were reviewed by the Subcontract Task Group and, where considered appropriate, have influenced the wording of the clauses. Des Barry, JB Barry & Partners, Ireland; Pieter de Bruijn, Ballast Nedam Infra B.V., Netherlands; Peer Dalland, Dalland Associates Pty Ltd, Australia; European International Contractors; Dr Götz-Sebastian Hök, Dr Hök Stieglmeier & Kollegen, Germany; Anthony Hussey, Hussey Fraser Solicitors, Ireland on behalf of the Chartered Institute of Arbitrators (Irish Branch); Wolf-Rainer Kruska, KfW Bankengruppe, Germany; Brian Bond, Consulting Engineer, Ireland; Advocate Patrick MM Lane SC, Maise