FEDERATION INTERNATIONALE DES INGENIEURS-CONSEILS

CONDITIONS OF SUB CONTRACT

FOR WORKS OF CIVIL
ENGINEERING CONSTRUCTION
Part I - General Conditions
Part II - Guidance for Preparation of
Conditions of Particular Application

With Forms of Offer and Agreement

(For use in conjunction with the Conditions of Contract for Works of Civil
Engineering Construction, Fourth Edition 1987 Reprinted 1992 with further
Amendments)

ST
1 Edition 1994
FIDIC is the International Federation of Consulting Engineers comprised of
National Associations whose members comply with FIDIC's Code of Ethics

FIDIC was founded in 1913 by three national associations of independent

consulting engineers within Europe. The objectives of forming the federation
were to promote in common the professional interests of the member associations
and to disseminate information of interest to members of its component national
associations. Today FIDIC membership numbers 56 countries from all parts of
the globe, representing most of the independent consulting engineers in the
world.

FIDIC arranges seminars, conferences and other events in the furtherance of its
goals: maintenance of high ethical and professional standards; exchange of views
and information; discussion of problems of mutual concern among member
associations and representatives of the international financial institutions; and
development of the engineering profession in developing countries.

FIDIC publications include proceeding of the various conferences and seminars,

information for consulting engineers, project owners and international
development agencies, standard pre-qualification forms contract documents and
client/consultant agreements. They are available from the FIDIC secretariat in
Switzerland.

©Copyright FIDIC 1994

All rights reserved.

No part of this publication may be
reproduced or transmitted in any
form or by any means without
permission of the publisher.

Published by
Fédération Internationale des
Ingénieurs-conseils (FIDIC)
P.O. Box 86
1000 Lausanne 12
Switzerland
Phone +41 21 654 44 11
Fax +41 21 653 54 32
E-mail fidic@fidic.org
WWW http://www.fidic.org
CONDITIONS OF SUBCONTRACT
FOR WORKS OF CIVIL
ENGINEERING CONSTRUCTION

Part I - General Conditions

Part II - Guidance for Preparation of

Conditions of Particular Application

With Forms of Offer and Agreement

(For use in conjunction with the Conditions of Contract for

Work of Civil Engineering Construction, Fourth Edition 1987
Reprinted 1992 with further amendments)

1st Edition 1994

FOREWORD
The terms of the Conditions of Subcontract for Works of Civil Engineering
Construction have been prepared by the Fédération Internationale des
Ingénieurs-Conseils (FIDIC) and are recommended for use in conjunction with
the Conditions of Contract for Works of Civil Engineering Construction
(Fourth Edition 1987, Reprinted 1992 with Further Amendments). The
Conditions, subject to minor modifications, are equally suitable when the
Subcontractor has been nominated by the Employer.
The version in English of the Conditions is considered by FIDIC as the official
and authentic text for the purpose of translation.
In the preparation of the 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 Clauses of general application have
been grouped together in Part I of this document and are referred to as Part I -
General Conditions. They have been printed in a form which will facilitate
their inclusion as printed in the subcontract documents normally prepared.
The General Conditions are linked with the Conditions of Particular
Application, referred to as Part II of the Subcontract, by the corresponding
numbering of the Clauses, so that Parts I and II together comprise the
Conditions of Subcontract governing the rights and obligations of the parties.
The Conditions of Particular Application must be specially drafted to suit each
individual Subcontract. The guidance in Part II of this document is intended to
aid in this task by giving options for various clauses where appropriate.
Use of clauses in Part II may be necessary or appropriate for one or more reasons,
of which the following are examples:
(i) Where the wording in Part I specifically requires that further information
is to be included in Part II and the Conditions of Subcontract would not be
complete without that information, namely in Sub-Clauses 1.1 paragraphs
(a)(i), (ii) and (iv), (b)(i) and (e)(ii), 2.3, 6.1, 15.1 and 15.2.
(ii) Where the wording in Part I indicates that supplementary information may
be included in Part II, but the Conditions of Subcontract would still be
complete without any such information, namely in Sub-Clauses 4.4, 5.2, 5.3,
6.2, 7.3, 12.1, 19.1, 19.2 and Clause 22.
(iii) 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).
(iv) Where the governing law or exceptional circumstances necessitate an
alteration in Part I. Such alterations should be effected by stating in Part II that
a particular Clause, or part of a Clause, in Part I is deleted and giving the
substitute Clause, or part, as applicable.
In Part II, in the case of some Clauses, example wording is provided. 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 Part II, care must be taken to ensure that no ambiguity is created
with Part I or between the Clauses in Part II.
ACKNOWLEDGEMENTS
FIDIC extends special thanks to Christopher R. Seppala and Maurizio Ragazzi,
White & Case, Paris, for acting as the principal drafters of this document. This
contribution to FIDIC and the profession is highly appreciated.
The draft was reviewed initially by Mario Asin of TAMS, USA and Edward
Corbett of Corbett & Co., UK and subsequently by the World Bank, European
International Contractors, the International Bar Association and ConSpec, all of
whom provided valuable comments. Advice on insurance matters was provided
by Martyn J. Nixon of Willis Corroon, London.
The preparation was carried out under the general direction of the FIDIC
Contracts Committee comprising K.B. (Tony) Norris, Consulting Engineer,
UK; Michael Mortimer-Hawkins of SwedPower, Sweden; and John Bowcock
of Sir Alexander Gibb & Partners Ltd. UK.
FIDIC wishes to record its appreciation of the time and effort devoted by all the
above.
The ultimate decision on the form and content of the document rests with
FIDIC.
 CONTENTS

PART I: GENERAL CONDITIONS

Definitions and Interpretation 1
1.1 Definitions
1.2 Headings and Marginal Notes 2
1.3 Interpretation 2
1.4 Singular and Plural 2
1.5 Notices, Consents, Approvals, Certificates, Confirmations and Determinations 2
1.6 Instructions in Writing 2
General Obligations 2
2.1 Subcontractor’s General Responsibilities 2
2.2 Performance Security 3
2.3 Programme to be submitted by Subcontractor 3
2.4 Assignment of Subcontract 3
2.5 Sub-subcontracting 3
Subcontract Documents 4
3.1 Language/s 4
3.2 Governing Law 4
3.3 Subcontract Agreement 4
3.4 Priority of Subcontract Documents 4
Main Contract 4
4.1 Subcontractor’s Knowledge of Main Contract 4
4.2 Subcontractor’s Responsibilities in Relation to Subcontract Works 4
4.3 No Privity of Contract with Employer 5
4.4 Possible Effects of Subcontractor’s Breaches of Subcontract 5
Temporary Work, Contractor’s Equipment
and/or Other Facilities (if Any) 5
5.1 Subcontractor’s Use of Temporary Works 5
5.2 Subcontractor’s Use of Contractor's Equipment and/or Other Facilities
(if Any) in Common with Other Subcontractors 5
5.3 Subcontractor’s Exclusive Use of Contractor’s Equipment and/or Other
Facilities (if Any) 5
5.4 Indemnification for Misuse of Temporary Works, Contractor’s
and/or Other Facilities (if Any) 5
Site Working and Access 5
6.1 Working Hours on Site; Subcontractor's Compliance with Rules and
Regulations 5
6.2 Availability of Site to Subcontractor and Access to Site 5
6.3 Subcontractor's Obligation to Permit Access to Subcontract Works 6
Commencement and Completion 6
7.1 Commencement of Subcontract Works;
Subcontractor’s Time for Completion 6
7.2 Extension of Subcontractor’s Time for Completion 6
7.3 Contractor's Obligation to Notify 6
Instruction and Decisions 7
8.1 Instructions and Decisions under Main Contract 7
. 8.2 Instructions under Subcontract 7
 Variations 7
9.1 Variations of Subcontract Works 7
9.2 Instructions for Variations 7
Valuation of Variations 7
10.1 Manner of Valuation 7
10.2 Assessment of Value of Variations 7
10.3 Valuation by Reference to Measurement under Main Contract 7
10.4 Quantity Estimated and Quantity Executed 8
10.5 Daywork 8
Notices and Claims 8
11.1 Notices 8
11.2 Claims 8
11.3 Effects of Failure to Give Notice 8
Subcontractor's Equipment, Temporary
Works and Materials 9
12.1 Incorporation by Reference 9
Indemnities 9
13.1 Subcontractor’s Obligation to Indemnify 9
13.2 Contractor’s Obligation to Indemnify 9
Outstanding Work and Defects 10
14.1 Subcontractor’s Obligations before Taking-Over 10
14.2 Subcontractor’s Obligations after Taking-Over 10
14.3 Defect Caused by Contractor's Act or Default 10
Insurances 10
15.1 Subcontractor’s Obligation to Insure 10
15.2 Contractor’s Obligation to Insure; Subcontract Works at Subcontractor’s Risk 10
15.3 Evidence of Insurance; Remedy on Failure to Insure 11
Payment 11
16.1 Subcontractor’s Monthly Statements 11
16.2 Contractor’s Monthly Statements 11
16.3 Payment Due; Payment Withheld or Deferred; Interest 11
16.4 Payment of Retention Money 12
16.5 Payment of Subcontract Price and Other Sums Due 12
16.6 Cessation of Contractor’s Liability 13
Termination of Main Contract 13
17.1 Termination of Subcontractor’s Employment 13
17.2 Payment after Termination 13
17.3 Termination of Main Contract in Consequence of Breach of Subcontract 13
Default of Subcontractor 13
18.1 Termination of Subcontract 13
18.2 Contractor’s and Subcontractor’s Rights and Liabilities upon Termination 14
18.3 Contractor’s Powers 14
Settlement of Dispute 14
19.1 Amical Settlement and Arbitration 14
19.2 Dispute in Connection with or Arising out of Main Contract Touching
or Concerning Subcontract Work 15
 Notices and Instructions 15
20.1 Giving of Notices and Instructions 15
20.2 Change of Address 15
Changes in Cost and Legislation 15
21.1 Increase or Decrease of Cost 15
21.2 Subsequent Legislation 15
Currency and Rates of Exchange 15
22.1 Currency Restrictions 15
22.2 Rates of Exchange 15

REFERENCE TO PART II 16

Errata

PART II
GUIDANCE FOR THE PREPARATION OF
CONDITIONS OF PARTICULAR APPLICATION
1 Definitions and Interpretation 17
2 General Obligations 17
3 Subcontract Document 17
4 Main Contract 18
5 Temporary Works, Contactor’s Equipment and/or Other Facilities (if Any) 18
6 Site Working and access 18
7 Commencement and Completion 19
12 Subcontractor’s Equipment, Temporary Works and Materials 19
14 Outstanding work and Defects 19
15 Insurances 19
16 Payment 20
19 Settlement of Dispute 20
22 Currency and Rates 21

SUBCONTRACTOR’S OFFER 23

APPENDIX TO SUBCONTRACTOR’S OFFER 25

SUBCONTRACT AGREEMENT 27
 PART I – GENERAL CONDITIONS
Definitions and Interpretation
Definitions 1.1 In the Subcontract (as hereinafter defined) all words and expressions shall
have the same meanings as are respectively assigned to them in the Main
Contract (as hereinafter defined), except where the context otherwise requires
and except that the following words and expressions shall have the meanings
hereby assigned to them:
(a) (i) "Employer" means the person named as such in Part II of the
Conditions of Subcontract and the legal successors in title to, or assignees
of, such person, as the Contractor shall notify the Subcontractor from time
to time
(ii) "Contractor" means the person named as such in Part II of the
Conditions of Subcontract and the legal successors in title to such person,
but not (except with the consent of the Subcontractor) any assignee of
such person.
(iii) "Subcontractor" means the person whose offer has been accepted by
the Contractor and the legal successors in title to such person, but not
(except with the consent of the Contractor) any assignee of such person.
(iv) "Engineer" means the person appointed by the Employer to act as
Engineer for the purposes of the Main Contract and named as such in
Part II of the Conditions of Subcontract.
(b) (i) "Main Contract" means the contract entered into between the
Employer and the Contractor, particulars of which are given in Part II of
the Conditions of Subcontract.
(ii) "Subcontract" means the Conditions of Subcontract (Parts I and II),
the Subcontract Specification, the Subcontract Drawings, the Subcontract
Bill of Quantities, the Subcontractor's Offer, the Contractor's Letter of
Acceptance, the Subcontract Agreement (if completed) and such further
documents as may be expressly incorporated in the Contractor's Letter of
Acceptance or Subcontract Agreement (if completed).
(iii) "Subcontract Specification" means the specification of the
Subcontract Works included in the Subcontract and any modification
thereof or addition thereto made pursuant to Clause 9.
(iv) "Subcontract Drawings" means all drawings, calculations and
technical information of a like nature under the Subcontract.
(v) "Subcontract Bill of Quantities" means the priced and completed
bill of quantities forming part of the Subcontractor's Offer.
(vi) "Subcontractor's Offer" means the Subcontractor's priced offer to
the Contractor for the execution and completion of the Subcontract Works
and the remedying of any defects therein in accordance with the
provisions of the Subcontract, as accepted by the Contractor's Letter of
Acceptance.
(vii) "Contractor's Letter of Acceptance" means the formal acceptance
by the Contractor of the Subcontractor's Offer.
(viii) "Subcontract Agreement" means the subcontract agreement (if any)
referred to in Sub-Clause 3.3.
(ix) "Appendix to Subcontractor's Offer" means the appendix
comprised in the form of Subcontractor's Offer annexed to the Conditions
of Subcontract.
(x) "Conditions of Subcontract" means Parts I and II of the Fédération
Internationale des Ingénieurs-Conseils' "Conditions of Subcontract for
Works of Civil Engineering Construction (for use in conjunction with the
Conditions of Contract for Works of Civil Engineering Construction, Fourth
Edition 1987 Reprinted 1992 with further amendments)", 1994, as adapted
by the Contractor and the Subcontractor and forming part of the
Subcontract.

© FIDIC 1
 (xi) "Conditions of Main Contract" means Part I of the Fédération
Internationale des Ingénieurs-Conseils' "Conditions of Contract for Works of
Civil Engineering Construction, Fourth Edition 1987 Reprinted 1992 with
further amendments", and Part II of such Conditions as adapted by the
Employer and the Contractor, which form part of the Main Contract.
(c) (i) "Subcontractor's Commencement Date" means the date upon which the
Subcontractor receives the notice to commence issued by the Contractor
pursuant to Sub-Clause 7.1.
(ii) "Subcontractor's Time for Completion" means the time for completion
of the Subcontract Works or any Section thereof as stated in the Appendix to
Subcontractor's Offer (or as extended under Clause 7) calculated from the
Subcontractor's Commencement Date.
(d) "Subcontract Price" means the sum stated in the Contractor's Letter of
Acceptance as payable to the Subcontractor for the execution and
completion of the Subcontract Works and the remedying of any defects
therein in accordance with the provisions of the Subcontract.
(e) (i) "Main Works" means the Works as defined in the Main Contract.
(ii) "Subcontract Works" means the works described in Part II of the
Conditions of Subcontract.
(iii) "Subcontractor's Equipment" means all appliances and things of
whatsoever nature (other than Temporary Works) required for the
execution and completion of the Subcontract Works and the remedying
of any defects therein, but does not include Plant, materials or other
things intended to form or forming part of the Subcontract Works.
Headings and 1.2 The headings and marginal notes in the Conditions of Subcontract shall not be
Marginal Notes deemed part thereof or be taken into consideration in the interpretation or
construction thereof or of the Subcontract.
Interpretation 1.3 Words importing persons or parties shall include firms and corporations and any
organisation having legal capacity.
Singular and 1.4 Words importing the singular only also include the plural and vice versa where
Plural the context requires.
Notices, 1.5 Wherever in the Subcontract provision is made for the giving or issue of any
Consents, Appro- notice, consent, approval, certificate, confirmation or determination by any
vals, Certificates, person, unless otherwise specified such notice, consent, approval, certificate,
Confirmations and confirmation or determination shall be in writing and the words "notify",
Determinations "certify", "confirm" or "determine" shall be construed accordingly. Any such
notice, consent, approval, certificate, confirmation or determination shall not
unreasonably be withheld or delayed.
Instructions in 1.6 Instructions given by the Contractor shall be in writing, provided that if for any
Writing reason the Contractor considers it necessary to give any such instruction orally,
the Subcontractor shall comply with such instruction. Confirmation in writing
of such oral instruction given by the Contractor, whether before or after the
carrying out of the instruction, shall be deemed to be an instruction within the
meaning of this Sub-Clause. Provided further that if the Subcontractor, within
7 days, confirms in writing to the Contractor any oral instruction of the
Contractor and such confirmation is not contradicted in writing within 7 days
by the Contractor, it shall be deemed to be an instruction of the Contractor.

General Obligations
Subcontractor’s 2.1 The Subcontractor shall, with due care and diligence, design (to the extent
General provided for by the Subcontract), execute and complete the Subcontract Works
Responsibilities and remedy any defects therein in accordance with the provisions of the
Subcontract. The Subcontractor shall provide all superintendence, labour,
materials, Plant, Subcontractor's Equipment and all other things, whether of a
temporary or permanent nature, required in and for such design, execution,
completion and remedying of any defects, so far as the necessity for providing
the same is specified in or is reasonably to be inferred from the Subcontract,

© FIDIC 2
 and except as otherwise agreed in accordance with Clause 5 and set out in Part
II of the Conditions of Subcontract.
The Subcontractor shall give prompt notice to the Contractor of any error,
omission, fault or other defect in the design of or specification for the Subcontract
Works which he discovers when reviewing the Subcontract and/or the Main
Contract or executing the Subcontract Works.
Performance 2.2 If the Subcontract requires the Subcontractor to obtain security for his proper
Security performance of the Subcontract, he shall obtain and provide to the Contractor such
security in the sum stated in the Appendix to Subcontractor's Offer. Such security
shall be in the form annexed to the Conditions of Subcontract or in such form as
may be agreed between the Contractor and the Subcontractor. The institution
providing such security shall be subject to the approval of the Contractor. The cost
of complying with the requirements of this Clause shall be borne by the
Subcontractor, unless the Subcontract otherwise provides.
The performance security shall be valid until the Subcontractor has executed and
completed the Subcontract Works and remedied any defects therein in accordance
with the Subcontract. No claim shall be made against such security after the issue of
the Defects Liability Certificate in respect of the Main Works and such security shall
be returned to the Subcontractor within 28 days of the issue of the said Defects
Liability Certificate.
Prior to making a claim under the performance security the Contractor shall, in
every case, notify the Subcontractor stating the nature of the default in respect of
which the claim is to be made.
Programme to be 2.3 The Subcontractor shall, within the time stated in Part II of the Conditions of
Submitted by Subcontract after the date of the Contractor's Letter of Acceptance, submit to the
Subcontractor Contractor for his consent a programme, in such form and detail as the Contractor
shall reasonably prescribe, for the execution of the Subcontract Works. The
Subcontractor shall, whenever required by the Contractor, also provide in writing for
his information a general description of the arrangements and methods which the
Subcontractor proposes to adopt for the execution of the Subcontract Works.
If at any time it should appear to the Contractor that the actual progress of the
Subcontract Works does not conform to the programme to which consent has been
given, the Subcontractor shall produce, at the request of the Contractor, a revised
programme showing the modifications to such programme necessary to ensure
completion of the Subcontract Works within the Subcontractor's Time for
Completion.
Assignment of 2.4 The Subcontractor shall not, without the prior consent of the Contractor (which
Subcontract consent, notwithstanding the provisions of Sub-Clause 1.5, shall be at the sole
discretion of the Contractor), assign the Subcontract or any part thereof, or any
benefit or interest therein or thereunder, otherwise than by:
(a) a charge in favour of the Subcontractor's bankers of any monies due or to
become due under the Subcontract, or
(b) assignment to the Subcontractor's insurers (in cases where the insurers
have discharged the Subcontractor's loss or liability) of the
Subcontractor's right to obtain relief against any other party liable.
Sub- 2.5 The Subcontractor shall not subcontract the whole of the Subcontract Works, nor
subcontracting shall he subcontract any part of the Subcontract Works without the prior consent of
the Contractor. Any such consent shall not relieve the Subcontractor from any
liability or obligation under the Subcontract and the Subcontractor shall be
responsible for the acts, defaults and neglects of any of his subcontractors, including
such subcontractor's agents, servants or workmen as fully as if they were the acts,
defaults or neglects of the Subcontractor, his agents, servants or workmen.
Provided that the Subcontractor shall not be required to obtain such consent for:
(a) the provision of labour, or
(b) the purchase of materials which are in accordance with the standards specified
in the Subcontract and/or the Main Contract.

© FIDIC 3
 In the event of a subcontractor having undertaken towards the Subcontractor in
respect of the work executed, or the goods, materials, Plant or services supplied
by such subcontractor, any continuing obligation extending for a period
exceeding that of the Defects Liability Period under the Main Contract in respect
of the Main Works or of the Section or Sections or part or parts thereof in which
the Subcontract Works are comprised, as the case may be, the Subcontractor shall
at any time, after the expiration of such Period, assign to the Contractor, at the
Contractor's request and cost, the benefit of such obligation for the unexpired
duration thereof.

Subcontract Documents
Language/s 3.1 Unless otherwise stated in Part II of the Conditions of Subcontract:
(a) the language or languages in which the Subcontract documents shall be
drawn up shall be the same as the language or languages in which the Main
Contract documents have been drawn up, and
(b) if the Subcontract documents are drawn up in more than one language, the
Subcontract shall be construed and interpreted according to the Ruling
Language of the Main Contract.
Governing Law 3.2 Unless otherwise stated in Part II of the Conditions of Subcontract, the law of the
country or state which applies to the Main Contract and according to which the
Main Contract is construed shall also apply to the Subcontract and be the law
according to which the Subcontract shall be construed.
Subcontract 3.3 The Subcontractor shall, if called upon so to do, enter into and execute the
Agreement Subcontract Agreement, to be prepared and completed at the cost of the
Contractor, in the form annexed to the Conditions of Subcontract with such
modification as may be necessary.
Priority of 3.4 The several documents forming the Subcontract, listed in the Contractor's Letter
Subcontract of Acceptance or the Subcontract Agreement (if any), are to be taken as mutually
explanatory of one another. Unless otherwise provided in the Subcontract, the
Documents priority of the documents forming the Subcontract shall be as follows:
(1) The Subcontract Agreement (if any);
(2) The Contractor's Letter of Acceptance;
(3) The Subcontractor's Offer;
(4) Part II of the Conditions of Subcontract;
(5) Part I of the Conditions of Subcontract; and
(6) Any other document forming part of the Subcontract.

Main Contract
Subcontractor’s, 4.1 The Subcontractor shall be deemed to have full knowledge of the provisions of the
Knowledge of Main Contract (other than the details of the Contractor's prices there under as stated
in the bills of quantities or schedules of rates and prices as the case may be). The
Main Contract
Contractor shall make the Main Contract available for inspection to the
Subcontractor and, if so requested by the Subcontractor, provide the Subcontractor
with a true copy of the Main Contract (less such details), at the cost of the
Subcontractor. The Contractor shall, in any event, provide the Subcontractor with a
copy of the Appendix to Tender to the Main Contract together with Part II of the
Conditions of Main Contract and details of any other contract conditions which
apply to the Main Contract which differ from Part I of the Conditions of Main
Contract.
Subcontractor’s 4.2 Save where the provisions of the Subcontract otherwise require, the Subcontractor
Responsibilities in shall so design (to the extent provided for by the Subcontract), execute and
complete the Subcontract Works and remedy any defects therein that no act or
relation to Sub-
omission of his in relation thereto shall constitute, cause or contribute to any
contract work breach by the Contractor of any of his obligations under the Main Contract. The
Subcontractor shall, save as aforesaid, assume and perform hereunder all the
obligations and liabilities of the Contractor under the Main Contract in relation to
the Subcontract Works.

© FIDIC 4
 No Privity of Contract 4.3 Nothing herein shall be construed as creating any privity of contract between the
with Employer Subcontractor and the Employer.
Possible Effects of 4.4 If the Subcontractor commits any breaches of the Subcontract, he shall indemnify
Subcontractor's the Contractor against any damages for which the Contractor becomes liable
under the Main Contract as a result of such breaches. In such event, the
Breaches of Contractor may, without prejudice to any other method of recovery, deduct such
Subcontract damages from monies otherwise becoming due to the Subcontractor

Temporary Work, Contractor’s Equipment

and/or Other Facilities (if Any)
Subcontractor's 5.1 Unless otherwise stated in Part II of the Conditions of Subcontract, the Contractor
Use of Temporary shall not be required to provide or retain any Temporary Works for the
Works Subcontractor. However, the Contractor shall permit the Subcontractor, in
common with the Contractor and/or such other subcontractors as the Contractor
may allow, for the purpose of executing and completing the Subcontract Works
and remedying any defects therein, to use such Temporary Works as are from
time to time provided by the Contractor in connection with the Main Works. No
such permission shall impose any liability upon the Contractor in respect of the
use of such Temporary Works by the Subcontractor, his agents, servants or
workmen, nor relieve the Subcontractor of any statutory or other obligation to test
or inspect the Temporary Works to be used by his agents, servants or workmen or
to provide suitable Temporary Works for their use.
Subcontractor's Use 5.2 The Contractor shall provide at the Site the Contractor's Equipment and/or other
of Contractor's facilities (if any) specified in Part II of the Conditions of Subcontract and shall
permit the Subcontractor, in common with the Contractor and/or such other
Equipment and/or subcontractors as the Contractor may allow, to have the use thereof for the
Other Facilities (if Any) purposes of executing and completing the Subcontract Works but not of
in Common with Other remedying any defects therein, upon such terms and conditions (if any) as are
Subcontractors specified in Part II of the Conditions of Subcontract.
Subcontractor's 5.3 The Contractor shall also provide for the exclusive use by the Subcontractor of
Exclusive Use of the Contractor's Equipment and/or other facilities (if any) specified in Part II of
Contractor's the Conditions of Subcontract upon such terms and conditions (if any) as are
specified therein.
Equipment and/or
Other Facilities (if Any)
Indemnification for 5.4 The Subcontractor shall indemnify the Contractor against any damages arising
Misuse of Temporary from the misuse by the Subcontractor, his agents, servants or workmen, of
Works, Contractor's Temporary Works, Contractor's Equipment and/or other facilities provided for his
use by the Contractor.
Equipment
and/or Other Facilities
(if Any)

Site Working and Access

Working Hours on 6.1 The Subcontractor shall observe the working hours of the Contractor as contained
Site; Subcontractor's in Part II of the Conditions of Subcontract, unless otherwise agreed, and shall
comply with all rules and regulations governing the execution of the work, the
Compliance with arrival at and the departure from the Site of materials and Subcontractor's
Rules and Equipment and the storage of materials and Subcontractor's Equipment on the
Regulations Site.
Availability of Site 6.2 The Contractor shall, from time to time, make available to the Subcontractor so
to Subcontractor much of the Site and such access as may be required to enable the Subcontractor
and Access to Site to proceed with the execution of the Subcontract Works with due dispatch in
accordance with the Subcontract.
The Contractor shall not be bound to make available exclusively to the
Subcontractor any part of the Site, unless otherwise stated in Part II of the
Conditions of Subcontract.

© FIDIC 5
 Subcontractor's 6.3 The Subcontractor shall permit the Contractor, the Engineer, and any person
Obligation to authorised by either of them, to have reasonable access, during working hours, to
Permit Access to the Subcontract Works and to the places on the Site where any work or materials
Subcontract Works therefor are being executed, prepared or stored. The Subcontractor shall also
permit or procure reasonable access for the Contractor, the Engineer, and any
person authorised by either of them, to such places off the Site where work is
being executed or prepared by or on behalf of the Subcontractor in connection
with the Subcontract Works.

Commencement and Completion

Commencement of 7.1 The Subcontractor shall commence the Subcontract Works within 14 days, or
Subcontract Works; such other period as may be agreed in writing, after the receipt by him of a notice
Subcontractor's to this effect from the Contractor, which notice shall be issued within the time
Time for Completion stated in the Appendix to Subcontractor's Offer after the date of the Contractor's
Letter of Acceptance.
Thereafter, the Subcontractor shall proceed with the Subcontract Works with due
expedition and without delay, except such as may be expressly sanctioned or
instructed by the Contractor. The Subcontract Works and, if applicable, any
Section required to be completed within a particular time as stated in the
Appendix to Subcontractor's Offer shall be completed within the time for
completion stated in the Appendix to Subcontractor's Offer for the Subcontract
Works or the Section (as the case may be), calculated from the Subcontractor's
Commencement Date, or such extended time as may be allowed under Sub-
Clause 7.2.
Extension of 7.2 If the Subcontractor shall be delayed in the execution of the Subcontract Works
Subcontractor's or, if applicable, any Section thereof:
Time for
Completion (a) by any circumstances in regard to which the Contractor is entitled to receive
from the Engineer an extension of his time for completion of the Main Works
under the Main Contract,
(b) by any instruction pursuant to Sub-Clause 8.2 to which paragraph (a) of this
Sub-Clause does not apply, or
(c) by any breach of the Subcontract by the Contractor or for which the
Contractor is responsible,
then in any such event the Subcontractor shall be entitled to such extension of the
Subcontractor's Time for Completion of the Subcontract Works or such Section
thereof as may in all the circumstances be fair and reasonable.
Provided that the Subcontractor shall not be entitled to such extension of time
unless he has submitted to the Contractor notice of the circumstances which are
delaying him within 14 days of such delay first occurring together with detailed
particulars in justification of the extension of time claimed in order that the claim
may be investigated at the time and, in any case to which paragraph (a) of this
Sub-Clause applies, the extension shall not in any event exceed the extension of
time to which the Contractor is entitled under the Main Contract.
Provided also that, where an event has a continuing effect such that it is not
practicable for the Subcontractor to submit detailed particulars within the period
of 14 days referred to in this Sub-Clause, he shall nevertheless be entitled to an
extension of time provided that he has submitted to the Contractor interim
particulars at intervals of not more than 14 days and final particulars within 14
days of the end of the effects resulting from the event.
Contractor's 7.3 The Contractor shall promptly notify the Subcontractor of all extensions of time
Obligation to Notify obtained under the provisions of the Main Contract which affect the Subcontract.

© FIDIC 6
 Instruction and Decisions
Instructions and 8.1 Subject to Clause 9, the Subcontractor shall in relation to the Subcontract Works
Decisions under comply with all instructions and decisions of the Engineer which are notified and
Main Contract confirmed to him as an instruction by the Contractor, irrespective of whether such
instructions and decisions were validly given under the Main Contract. The
Subcontractor shall have the like rights (if any) to payment from the Contractor in
respect of such compliance as the Contractor has against the Employer under the
Main Contract. Further, if any such instruction or decision notified and confirmed
as aforesaid is invalidly or incorrectly given by the Engineer under the Main
Contract, then the Subcontractor shall be entitled to recover such costs as may be
reasonable (if any) from the Contractor of complying therewith to the extent that
such costs were not caused or contributed to by any breach of the Subcontract by
the Subcontractor.
Instructions under 8.2 The Subcontractor shall take instructions only from the Contractor. The
Subcontract Contractor shall have the like authority in relation to the Subcontract Works to
give instructions as the Engineer has in relation to the Main Works under the
Main Contract. The Subcontractor shall have the like obligations to abide by and
comply therewith and the like rights in relation thereto as the Contractor has
under the Main Contract. The said authority of the Contractor shall be exercisable
in any case irrespective of whether the Engineer has exercised like authority in
relation thereto under the Main Contract.

Variations
Variations of Sub- 9.1 The Subcontractor shall only make such variations of the Subcontract Works,
contract Work whether by way of alteration, addition, or omission, as may be:
(a) instructed by the Engineer under the Main Contract and notified and
confirmed as an instruction to the Subcontractor by the Contractor, or
(b) instructed by the Contractor.
Any instruction relating to the Subcontract Works which is given by the Engineer
under the Main Contract and constitutes a variation thereunder shall be deemed to
constitute a variation of the Subcontract Works, if notified and confirmed by the
Contractor in accordance with paragraph (a) of this Sub-Clause.
Instructions for 9.2 The Subcontractor shall not act upon an unconfirmed instruction for the variation
Variations of the Subcontract Works which is directly received by him from the Employer or
the Engineer. If the Subcontractor shall receive any such direct instruction, he
shall forthwith inform the Contractor thereof and shall supply the Contractor with
a copy of such direct instruction, if given in writing. The Subcontractor shall only
act upon such instruction as directed in writing by the Contractor, but the
Contractor shall give his directions thereon promptly

Valuation of Variations
Manner of Valuation 10.1 All variations of the Subcontract Works shall be valued in the manner provided
by this Clause and the value thereof shall be added to or deducted from the
Subcontract Price, as appropriate.
Assessment of
Value of Variations 10.2 The value of all variations shall be ascertained by reference to the rates and prices
(if any) specified in the Subcontract for the like or analogous work, but if there
are no such rates and prices, or if they are inappropriate or inapplicable, then such
value shall be such as is fair and reasonable.
Valuation by
Reference to 10.3 Where a variation of the Subcontract Works, which also constitutes a variation
Measurement under the Main Contract, is measured by the Engineer thereunder, then provided
under Main that the rates and prices in the Subcontract permit such variation to be valued by
Contract reference to measurement the Contractor shall permit the Subcontractor to attend
any measurement made on behalf of the Engineer. Such measurement made
under the Main Contract shall also constitute the measurement of the variation for
the purposes of the Subcontract and such variation shall be valued accordingly.

© FIDIC 7
Quantity Estimated 10.4 The quantities set out in the Subcontract Bill of Quantities are the estimated
and Quantity quantities for the Subcontract Works, and they are not to be taken as the actual
Executed and correct quantities of the Subcontract Works to be executed by the
Subcontractor in fulfillment of his obligations under the Subcontract.
No instruction shall be required for increase or decrease in the quantity of any
work where such increase or decrease is not the result of an instruction given
under Clause 9, but is the result of the quantities exceeding or being less than
those stated in the Subcontract Bill of Quantities.
Daywork 10.5 Where the Subcontractor has been instructed by the Contractor to carry out work
on a daywork basis the Subcontractor shall be paid for such work at the rates and
prices specified in the daywork schedule included in the Subcontract.

Notices and Claims

Notices 11.1 Without prejudice to the generality of Clause 4, and unless otherwise stated in the
Conditions of Subcontract, whenever the Contractor is required by the terms of
the Main Contract to give any notice or other information to the Engineer or to
the Employer, or to keep contemporary records, the Subcontractor shall in
relation to the Subcontract Works give a similar notice or such other information
in writing to the Contractor and keep contemporary records as will enable the
Contractor to comply with such terms of the Main Contract. The Subcontractor
shall do so in sufficient time to enable the Contractor to comply with such terms
punctually.
Provided always that the Subcontractor shall be excused any non-compliance
with this Sub-Clause for so long as he neither knew nor ought to have known of
the Contractor's need of any such notice or information from him or such
contemporary records.
Claims 11.2 Subject to the Subcontractor's complying with this Sub-Clause, the Contractor
shall take all reasonable steps to secure from the Employer (including the
Engineer) such contractual benefits (including additional payments, extensions of
time, or both), if any, as may be claimable in accordance with the Main Contract
on account of any adverse physical obstructions or physical conditions or any
other circumstances that may be encountered during the execution of the
Subcontract Works. The Subcontractor shall, in sufficient time, afford the
Contractor all information and assistance that may be required to enable the
Contractor to claim such contractual benefits. On receiving any such contractual
benefits from the Employer, the Contractor shall pass on to the Subcontractor
such proportion thereof as may in all the circumstances be fair and reasonable, it
being understood that, in the case of any claim of the Contractor for an additional
payment, the Contractor's receipt of payment therefor from the Employer shall be
a condition precedent to the Contractor's liability to the Subcontractor in respect
of such claim. The Contractor shall notify the Subcontractor regularly of his
steps to secure such contractual benefits and of the Contractor's receipt thereof.
Save as provided in this Sub-Clause, or in Sub-Clause 7.2, the Contractor shall
have no liability to the Subcontractor in respect of any obstruction, condition or
circumstance that may be encountered during the execution of the Subcontract
Works. The Subcontractor shall be deemed to have satisfied himself as to the
correctness and sufficiency of the Subcontract Price to cover the provision and
doing by him of all things necessary for the performance of his obligations under
the Subcontract. Provided always that nothing in this Clause shall prevent the
Subcontractor from claiming against the Contractor for delays in the execution of
the Subcontract Works, or other circumstances, caused by the act or default of the
Contractor.
Effects of Failure 11.3 If by reason of any failure by the Subcontractor to comply with the provisions of
to Give Notice Sub-Clause 11.1 the Contractor is prevented from recovering any sum from the
Employer under the Main Contract in respect of the Main Works, then, without
prejudice to any other remedy of the Contractor for such failure, the Contractor
may deduct such sum from monies otherwise due to the Subcontractor under the
Subcontract.

© FIDIC 8
 Subcontractor's Equipment, Temporary
Works and Materials
Incorporation by 12.1 The provisions of Clause 54 of the Conditions of Main Contract in relation to
Reference Contractor's Equipment, Temporary Works or materials brought on to the Site by
the Subcontractor are hereby incorporated by reference into the Subcontract.

Indemnities
Subcontractor's 13.1 The Subcontractor shall, except if and so far as the Subcontract provides
Obligation to otherwise, indemnify the Contractor against all losses and claims in respect of:
Indemnify
(a) death of or injury to any person, or
(b) loss or damage to any property (other than the Subcontract Works),
which may arise out of or in consequence of the execution and completion of the
Subcontract Works and the remedying of any defects therein, and against all
claims, proceedings, damages, costs, charges and expenses whatsoever in respect
thereof or in relation thereto, subject to what is provided in Sub-Clause 13.2.
Contractor's 13.2 The Contractor shall indemnify the Subcontractor against all claims, proceedings,
Obligation to damages, costs, charges and expenses in respect of the following matters to the
Indemnify like extent that the Contractor shall be indemnified by the Employer under the
Main Contract, but no further:
(a) the permanent use or occupation of land by the Subcontract Works, or any
part thereof,
(b) the right of the Employer and/or the Contractor to execute the Subcontract
Works, or any part thereof, on, over, under, in or through any land,
(c) damage to property which is the unavoidable result of the execution and
completion of the Subcontract Works, or the remedying of any defects therein, in
accordance with the Subcontract, and
(d) death of or injury to persons or loss of or damage to property resulting from
any act or neglect of the Employer, his agents, workmen or servants or other
contractors, not being employed by the Contractor, or in respect of any claims,
proceedings, damages, costs, charges and expenses in respect thereof or in
relation thereto.
The Contractor shall indemnify the Subcontractor against all claims, proceedings,
damages, costs, charges and expenses in respect of death of or injury to persons or
loss of or damage to property resulting from any act or neglect of the Contractor,
his agents, workmen or servants or other subcontractors, not being employed by
the Subcontractor, or in respect of any claims, proceedings, damages, costs,
charges and expenses in respect thereof or in relation thereto or, where the said
death, injury, loss or damage was contributed to by the Subcontractor, his agents,
workmen or servants, such part of the said death, injury, loss or damage as may be
just and equitable having regard to the extent of the responsibility of the
Contractor, his agents, workmen or servants or other subcontractors for the said
death, injury, loss or damage.

© FIDIC 9
 Outstanding Work and Defects
Subcontractor's 14.1 If the Subcontractor shall complete the Subcontract Works as required by Sub-
Obligations before Clause 2.1 before the issue of a Taking-Over Certificate in respect of the Main
Taking-Over Works, or, where under the Main Contract a Taking-Over Certificate is issued in
respect of a Section or part of the Main Works, before a Taking-Over Certificate
is issued in respect of the Section or Sections or part or parts of the Main Works
in which the Subcontract Works are comprised, the Subcontractor shall continue
to maintain the Subcontract Works in the condition required by the Main
Contract to the satisfaction of the Contractor. The Subcontractor shall remedy
every defect therein from whatever cause arising until a Taking-Over Certificate
is issued in respect of the Main Works or such Section or Sections or part or
parts. Subject to Clause 15, the Subcontractor shall not be entitled to any
additional payment for so doing unless such defect is caused by the act or default
of the Employer, his agents, servants or workmen under the Main Contract or of
the Contractor, his agents, servants or workmen under the Subcontract.
Subcontractor's 14.2 After a Taking-Over Certificate is issued in respect of the Main Works or of the
Obligations after Section or Sections or part or parts thereof in which the Subcontract Works are
Taking-Over comprised, as the case may be, the Subcontractor shall remedy such defects in the
Subcontract Works as the Contractor is liable to remedy under the Main Contract
for the like period and otherwise upon the like terms as the Contractor is liable to
do under the Main Contract.
Defect Caused by 14.3 Provided always that if any defect remedied by the Subcontractor under Sub-
Contractor’s Act or Clause 14.1 or 14.2 is caused by the act or default of the Contractor, his agents,
Default servants or workmen, then, notwithstanding that the Contractor may have no
corresponding right under the Main Contract, the Subcontractor shall be entitled
to be paid by the Contractor his costs of remedying such defect.

Insurances
Subcontractor’s 15.1 The Subcontractor shall effect insurance against such risks as are specified in Part
Obligation to II of the Conditions of Subcontract and in such sums and for the benefit of such
Insure persons as are specified therein. Unless otherwise stated in Part II of the
Conditions of Subcontract, the Subcontractor shall keep in force such insurance
from the time that so much of the Site and such access is made available to him
as may be required to enable him to commence and proceed with the execution of
the Subcontract Works in accordance with the Subcontract until he has finally
performed his obligations under the Subcontract.
Provided that the Subcontractor shall insure against the liability in respect of any
person employed by him on the Subcontract Works in such manner that the
Employer and/or the Contractor is indemnified under the policy.
Contractor's Obli- 15.2 The Contractor shall keep in force, until such time as a Taking-Over Certificate is
gation to Insure; issued in respect of the Main Works or the Main Works have ceased to be at his
Subcontract Works risk under the Main Contract, the policy of insurance specified in Part II of the
at Subcontractor's Conditions of Subcontract.
Risk
In the event of the Subcontract Works, Temporary Works, materials or other
things belonging to the Subcontractor being destroyed or damaged during such
period in such circumstances that a claim is established in respect thereof under
the said policy, then the Subcontractor shall be paid the amount of such claim, or
the amount of his loss, whichever is the less, and shall apply such sum in
replacing or repairing that which was destroyed or damaged. Save as aforesaid
the Subcontract Works shall be at the risk of the Subcontractor until a Taking-
Over Certificate is issued in respect of the Main Works or, if a Taking-Over
Certificate is issued in respect of a Section or Sections or part or parts of the Main
Works, until a Taking-Over Certificate is issued in respect of the last of the
Sections or parts of the Main Works in which the Subcontract Works are
comprised. The Subcontractor shall make good all loss or damage occurring to
the Subcontract Works prior thereto at his own expense. The Subcontractor shall
also be liable for any loss or damage to the Subcontract Works occasioned by
him in the course of any operations carried out by him for the purpose of
complying with his obligations under Sub-Clause 14.2.

© FIDIC 10
 Evidence of 15.3 Where by virtue of this Clause either party is required to effect and keep in force
Insurance; Remedy insurance, he shall if so required by the other party provide evidence of insurance
on Failure to Insure and the receipt for the payment of the current premium.
If either the Contractor or the Subcontractor fails to effect and keep in force any
of the insurances required under the Subcontract, or fails to provide evidence of
insurance, when required, then and in any such case the other party may effect
and keep in force any such insurances and pay any premium as may be necessary
for that purpose and may from time to time deduct the amount so paid from any
monies due or to become due to the party in default, or recover the same as a debt
due from the party in default, as the case may be.

Payment
Subcontractor's 16.1 The Subcontractor shall submit to the Contractor, 7 days after the end of each
Monthly month (the "Specified Day"), 7 copies of a statement, in such form as the
Statements Contractor may from time to time prescribe (the "Statement"), showing the
amounts to which the Subcontractor considers himself to be entitled up to the end
of such month in respect of:
(a) the value of the Subcontract Works executed;
(b) any other items in the Subcontract Bill of Quantities including those for
Subcontractor's Equipment, Temporary Works, dayworks and the like;
(c) the percentage of the invoice value of listed materials, all as stated in the
Appendix to Subcontractor's Offer, and Plant delivered by the Subcontractor on
the Site for incorporation in the Subcontract Works but not incorporated in such
Works;
(d) adjustments under Clause 21; and
(e) any other sums to which the Subcontractor may be entitled under the
Subcontract or otherwise.
The value of work done shall be calculated in accordance with the rates and
prices specified in the Subcontract, but if there are no such rates and prices, or if
they are inappropriate or inapplicable, then such value shall be such as is fair and
reasonable.
Contractor’s 16.2 Subject to the Subcontractor having submitted a Statement for any month to the
Monthly Contractor, the Contractor shall include, unless inappropriate, the amounts set out
Statements therein in the Contractor's next statement for payment under the Main Contract.
In any proceedings, whether arbitral or other, instituted by the Contractor
against the Employer to enforce payment of monies due under any certificate
issued by the Engineer in accordance with the provisions of the Main Contract
there shall be included all sums certified and unpaid in relation to the
Subcontract Works, without prejudice to the Subcontractor's rights under
Clause 19.
Payment Due ; 16.3 Within 35 days of the Specified Day or otherwise as agreed but subject as
Payment Withheld hereinafter provided, the amounts included in a Statement shall be due and
or Deferred ; payable to the Subcontractor, subject to deduction of previous payments and of
Interest retention monies at the rate(s) specified in the Appendix to Subcontractor's Offer
until such time as the limit of retention money (if any) therein specified has been
reached.
The Contractor shall be entitled to withhold or defer payment of all or part of any
sums otherwise due pursuant to the provisions hereof where:
(a) the amounts included in any Statement together with any sums to which the
Subcontractor might otherwise be entitled in the opinion of the Contractor, but
after all retentions and deductions, are less in the aggregate than the minimum
amount (if any) stated in the Appendix to Subcontractor's Offer,
(b) the amounts included in any Statement together with any other sums which
are the subject of an application by the Contractor under the Main Contract in
accordance with Sub-Clause 16.2, but after all retentions and deductions, are
insufficient in the aggregate to justify the issue of an Interim Payment Certificate
by the Engineer under the Main Contract,
(c) the amounts included in any Statement are not certified in full by the
Engineer, providing such failure to certify is not due to the act or default of the
Contractor,

© FIDIC 11
 (d) the Contractor has included the amounts set out in the Statement in his own
statement in accordance with the Main Contract and the Engineer has certified
but the Employer has failed to make payment in full to the Contractor, providing
such failure is not due to the act or default of the Contractor, or
(e) a dispute arises or has arisen between the Subcontractor and the Contractor
and/or the Contractor and the Employer involving any question of measurement
or quantities or any matter included in any such Statement.
Any payment withheld under the provisions of paragraphs (c), (d) or (e) above
shall be limited to the extent that the amounts in any Statement are not certified,
not paid by the Employer or are the subject of a dispute, as the case may be.
In the event of the Contractor withholding or deferring any payment he shall
notify the Subcontractor of his reasons therefor as soon as is reasonably
practicable but not later than the date when such payment would otherwise have
been payable.
The provisions of paragraphs (a) and (b) of this Sub-Clause with regard to the
time for payment shall not apply to the amounts in any Statement by the
Subcontractor which are included in the Contractor's Final Statement to the
Engineer under the provisions of the Main Contract. In respect of any such
amounts payment shall be due 14 days after receipt by the Contractor of any
payment which includes a sum in respect of such amounts.
In the event of the Contractor failing to make payment of any sum properly due
and payable to the Subcontractor or in the event of payment being withheld or
deferred pursuant to paragraph (d) of this Sub-Clause, the Contractor shall, upon
receiving a notice of claim for interest from the Subcontractor, which should be
made within 7 days of the date when such sum became payable, pay to the
Subcontractor interest on such overdue sum at the rate payable by the Employer
to the Contractor under the provisions of the Main Contract. Provided always
that, in the event of the Contractor not receiving a notice of a claim for interest
within 7 days of the date when such sum became payable as aforesaid, interest
shall be payable by the Contractor on such sum at such rate from the date of
receipt of the said notice of claim.
Notwithstanding the immediately preceding paragraph the Subcontractor shall be
paid any interest actually received by the Contractor from the Employer which is
attributable to monies due to the Subcontractor.
Notwithstanding the terms of this Clause or any other Clause of the Subcontract
no amount shall be due and payable to the Subcontractor until the performance
security, if required under the Subcontract, has been provided by the
Subcontractor and approved by the Contractor.
Payment of 16.4 Within 35 days of the issue by the Engineer of the Taking-Over Certificate with
Retention Money respect to the whole of the Main Works or, where the Main Works are completed
by Sections or parts, with respect to a Section or part of the Main Works in which
the Subcontract Works are comprised, the Contractor shall pay to the
Subcontractor one half, or such other proportion as the Contractor reasonably
determines having regard to the relative value of such Section or part of the
Subcontract Works, of the retention monies under the Subcontract.
Within 7 days of the Contractor's receipt of any payment under the Main Contract
which is by way of release of the other half of the retention monies the Contractor
shall pay the Subcontractor the other half, or the remaining proportion, of the
retention monies under the Subcontract.
Payment of Sub- 16.5 Within 84 days after the Subcontractor has finally performed his obligations
contract Price and under Clause 14, or within 14 days after the Contractor has recovered full
Other Sums Due payment under the Main Contract in respect of the Subcontract Works, whichever
is the sooner, and provided that 35 days have expired since the submission by the
Subcontractor of his statement of final account to the Contractor, the Contractor
shall pay to the Subcontractor the Subcontract Price and any additions to or
deductions from such sum as are provided for in the Subcontract, or are otherwise
payable in respect thereof, less such sums as have already been received by the
Subcontractor on account.

© FIDIC 12
 Cessation of 16.6 The Contractor shall not be liable to the Subcontractor for any matter or thing
Contractor’s arising out of or in connection with the Subcontract or execution of the
Liability Subcontract Works, unless the Subcontractor has given a notice of claim in
respect thereof to the Contractor before the issue of the Defects Liability
Certificate in respect of the Main Works.

Termination of Main Contract

Termination of 17.1 If the Contractor's employment under the Main Contract is terminated, or if the
Subcontractor’s Main Contract is otherwise terminated, for any reason whatsoever before the
Employment Subcontractor has fully performed his obligations under the Subcontract, then
the Contractor may at any time thereafter by notice to the Subcontractor
forthwith terminate the Subcontractor's employment under the Subcontract and
thereupon the Subcontractor shall, subject to Clause 12, with due expedition
remove his staff and workmen and Subcontractor's Equipment from the Site.
Payment after 17.2 If the Subcontractor's employment is terminated as aforesaid, and subject to Sub-
Termination Clause 17.3, the Subcontractor shall be paid by the Contractor, in so far as such
amounts or items have not already been covered by payments on account made to
the Subcontractor,
(a) for all work executed prior to the date of termination at the rates and prices,
if any, provided in the Subcontract, or if there are no such rates and prices, then
such amount as may be fair and reasonable,
(b) for all materials properly brought and left on the Site by the Subcontractor,
together with such proportion of the cost as may be reasonable, taking into
account payments made or to be made for work executed, of removal of
Subcontractor's Equipment from the Site and, if required by the Subcontractor,
return thereof to the Subcontractor's main plant yard in his country of registration
or to other destination, at no greater cost,
(c) for the reasonable cost of repatriation of all the Subcontractor's staff and
workmen employed on or in connection with the Subcontract Works at the time
of such termination, and
(d) for any goods properly prepared or fabricated off the Site for subsequent
incorporation in the Subcontract Works, provided the Subcontractor delivers such
goods to the Site or to such other place as the Contractor shall reasonably direct.
Provided always that nothing herein shall affect the rights of either party in
respect of any breach of the Subcontract committed by the other prior to such
termination, nor any right which accrued to the Subcontractor prior to such
termination to receive any payment which is not in respect or on account of the
Subcontract Price.
Termination of 17.3 If the Contractor's employment under the Main Contract is terminated, or if the
Main Contract in Main Contract is otherwise terminated, by the Employer in consequence of any
Consequence of breach of the Subcontract by the Subcontractor, then the provisions of the
Breach of preceding Sub-Clause as to payment shall not apply, but the rights of the
Subcontract Contractor and the Subcontractor hereunder shall be the same as if the
Subcontractor had by such breach repudiated the Subcontract and the
Contractor had by his notice of termination under Sub-Clause 18.1 elected to
accept such repudiation.

Default of Subcontractor
Termination of 18.1 If:
Subcontract (a) the Subcontractor is deemed by law unable to pay his debts as they fall
due, or enters into voluntary or involuntary bankruptcy, liquidation or
dissolution (other than a voluntary liquidation for the purposes of
amalgamation or reconstruction), or becomes insolvent, or makes an
arrangement with, or assignment in favour of, his creditors, or agrees to carry
out the Subcontract under a committee of inspection of his creditors, or if a
receiver, administrator, trustee or liquidator is appointed over any substantial
part of his assets, or if any act is done or event occurs with respect to the
Subcontractor or his assets which, under any applicable law, has a
substantially similar effect to any of the foregoing acts or events, or if the
Subcontractor has contravened Sub-Clause 2.4, or has an execution levied on
his goods,

© FIDIC 13
 (b) the Subcontractor has repudiated the Subcontract,
(c) the Subcontractor, without reasonable excuse, has failed to commence or
proceed with the Subcontract Works in accordance with Sub-Clause 7.1,
(d) the Subcontractor refuses or neglects to remove defective materials or
remedy defective work after being instructed so to do by the Contractor under
this Sub-Clause,
(e) the Subcontractor, despite previous warning from the Contractor, in writing,
is otherwise persistently or flagrantly neglecting to comply with any of his
obligations under the Subcontract,
(f) the Subcontractor has contravened Sub-Clause 2.5, or
(g) the Contractor is required by the Engineer to remove the Subcontractor from
the Main Works after due notice in writing from the Engineer to the Contractor in
accordance with the Main Contract,
then in any such event, and without prejudice to any other rights or remedies, the
Contractor may by a notice to the Subcontractor forthwith terminate the
Subcontractor's employment under the Subcontract and thereupon the Contractor
may take possession of all materials, Subcontractor's Equipment and other things
whatsoever brought on to the Site by the Subcontractor and may by himself or
any other contractor use them for the purpose of executing and completing the
Subcontract Works and remedying any defects therein and may, if he thinks fit,
sell all or any of them and apply the proceeds in or towards the satisfaction of
monies otherwise due to him from the Subcontractor.
Contractor's and 18.2 Upon such a termination, the rights and liabilities of the Contractor and the
Subcontractor's Subcontractor shall, subject to the preceding Sub-Clause, be the same as if the
Rights and Subcontractor had repudiated the Subcontract and the Contractor had by his
Liabilities upon notice of termination under the preceding Sub-Clause elected to accept such
Termination repudiation.
Contractor’s 18.3 The Contractor may in lieu of giving a notice of termination under this Clause
Power take part only of the Subcontract Works out of the hands of the Subcontractor and
may by himself or any other contractor execute and complete such part of the
Subcontract Works and remedy any defects therein and in such event the
Contractor may recover his costs of so doing from the Subcontractor, or deduct
such costs from monies otherwise becoming due to the Subcontractor.

Settlement of Dispute
Amicable 19.1 If a dispute of any kind whatsoever arises between the Contractor and the
Settlement and Subcontractor in connection with, or arising out of, the Subcontract or the
Arbitration execution of the Subcontract Works, whether during the execution of the
Subcontract Works or after their completion and whether before or after
repudiation or other termination of the Subcontract, then the Contractor or the
Subcontractor may give a notice of such dispute to the other party, in which case
the parties shall attempt for the next fifty-six days to settle such dispute amicably
before the commencement of arbitration. Such notice shall state that it is made
pursuant to this Clause. Any dispute which has not been amicably settled within
fifty-six days after the day on which such notice is given shall be finally settled
under the Rules of Conciliation and Arbitration of the International Chamber of
Commerce by one or more arbitrators appointed under such Rules. Arbitration
may be commenced prior to or after completion of the Subcontract Works,
provided that the obligations of the Contractor and the Subcontractor shall not be
altered by reason of the arbitration being conducted during the progress of the
Subcontract Works.

© FIDIC 14
 Dispute in 19.2 If a dispute of any kind whatsoever arises between the Employer and the
Connection with or Contractor in connection with, or arising out of, the Main Contract or the
Arising out of Main execution of the Main Works, whether during the execution of the Main Works
Contract Touching or after their completion and whether before or after repudiation or other
or Concerning termination of the Main Contract, including any dispute as to any opinion,
Sub-contract instruction, determination, certificate or valuation of the Engineer, and the
Works Contractor is of the opinion that such dispute touches or concerns the Subcontract
Works and arbitration of such dispute under the Main Contract commences, the
Contractor may by notice require that the Subcontractor provide such information
and attend such meetings in connection therewith as the Contractor may
reasonably request.

Notices and Instructions

Giving of Notices 20.1 All notices to be given to either the Contractor or the Subcontractor and all
and Instructions instructions to be given to the Subcontractor under the terms of the Subcontract
shall be sent by post, cable, telex or facsimile transmission to or left at the
principal place of business of the Contractor or Subcontractor, as the case may be,
or such other address as the Contractor or Subcontractor shall nominate for that
purpose.
20.2 Either party may change a nominated address to another address in the country
Change of where the Subcontract Works are being executed by prior notice to the other
Address party.

Changes in Cost and Legislation

Increase or 21.1 There shall be added to or deducted from the Subcontract Price such sums in
Decrease of Cost respect of rise or fall in the cost of labour and/or materials or any other matters
affecting the cost of the execution of the Subcontract Works, to the like extent
that such sums shall be added to or deducted from the Contract Price under the
Main Contract, but no further.
Subsequent 21.2 If, on or after the date the Subcontract is executed, there occur in the country in
Legislation which the Subcontract Works are being or are to be executed changes to any
National or State Statute, Ordinance, Decree or other Law or any regulation or
bye-law of any local or other duly constituted authority, or the introduction of any
such State Statute, Ordinance, Decree, Law, regulation or bye-law which causes
additional or reduced cost to the Subcontractor, other than under Sub-Clause
21.1, in the execution of the Subcontract, such additional or reduced cost shall be
agreed between the Contractor and the Subcontractor, and shall be added to or
deducted from the Subcontract Price, to the like extent that such additional or
reduced cost shall be added to or deducted from the Contract Price under the
Main Contract, but no further.

Currency and Rates of Exchange

Currency 22.1 If, on or after the date the Subcontract is executed, the Government or authorised
Restrictions agency of the Government of the country in which the Subcontract Works are
being or are to be executed imposes currency restrictions and/or transfer of
currency restrictions in relation to the currency or currencies in which the
Subcontract Price is to be paid, the Contractor shall reimburse any loss or damage
to the Subcontractor arising there from to the like extent that such loss or damage
shall be reimbursed to the Contractor under the Main Contract, but no further.
Any other rights or remedies to which the Subcontractor is entitled in such event
shall not be prejudiced.
Rates of 22.2 Where the Subcontract provides for payment in whole or in part to be made to the
Exchange Subcontractor in foreign currency or currencies, such payment shall not be
subject to variations in the rate or rates of exchange between such specified
foreign currency or currencies and the currency of the country in which the
Subcontract Works are to be executed.

© FIDIC 15
REFERENCE TO PART II
As stated in the Foreword at the beginning of this document, the FIDIC Conditions
of Subcontract comprise both Part I and Part II. Certain Clauses, namely Sub-
Clauses 1.1 paragraphs a(i), (ii) and (iv), (b)(i) and (e)(ii), 2.3, 6.1, 15.1 and 15.2,
must include additional wording in Part II for the Conditions of Subcontract to be
complete. Other Clauses may require additional wording to supplement Part I.

© FIDIC 16
Errata

st
Following publication of the Conditions of Subcontract, 1 . Edition 1994, it
was found that an error had occurred in Sub-Clause 16.3. The period of 35 days
stated in the first line is insufficient to allow for subsequent stages of the
procedure.

When the document is reprinted a correction will be made.

In the meantime, it is recommended that the following wording should be

included in part II of all subcontracts:

Clause 16

Sub-Clause 16.3 – Payment Due; Payment withheld or Deferred; Interest

In the first line delete “35 days” and substitute “70 days”.
 PART II
GUIDANCE FOR THE PREPARATION OF
CONDITIONS OF PARTICULAR APPLICATION
CLAUSE 1
Definitions and Interpretation
Definitions 1.1 (a)(i) The Employer is (insert name)
(a)(ii) The Contractor is (insert name)
(a)(iv) The Engineer is (insert name)
(b)(i) The Main Contract between the Employer and the Contractor is
composed of the following contract documents (insert particulars of the
Main Contract)
(e)(ii) The Subcontract Works are (insert description, including, if
applicable, any matter of design or specification of any part of the
Permanent Works or of any Plant (as defined in the Conditions of Main
Contract) to be incorporated therein to be provided in connection with any
Provisional Sum (as defined in the Conditions of Main Contract)
If further definitions are essential, additions should be made to the list.

CLAUSE 2
General Obligations
Performance 2.2 Two example forms of performance security are given on pages 6, 7 and 8 of Part
Security II of the Fédération Internationale des Ingénieurs-Conseils' "Conditions of
Contract for Works of Civil Engineering Construction, Fourth Edition 1987
Reprinted 1992 with further amendments". The wording of the example forms
must be adapted to the Subcontract and may have to be varied to comply with the
law of the Subcontract which may require the forms to be executed under seal.
Programme to be 2.3 The time within which the programme shall be submitted by the
Submitted by Subcontractor shall be (insert number) days.
Subcontractor

CLAUSE 3
Subcontract Document
Language/s 3.1 If the language or languages in which the Subcontract documents shall be drawn
up are not the same as the language or languages in which the Main Contract
documents have been drawn up, this should be indicated here as follows:
The language is (insert as applicable)
If necessary, this should be varied to read:
The languages are (insert as applicable)
and there should be added:
The Ruling Language is (insert as applicable)
Governing Law 3.2 If the governing law of the Subcontract is not the same as the law of the country
or state which applies to the Main Contract and according to which the Main
Contract is construed, this should be indicated here as follows:
The law is that in force in (insert name of country)
Priority of 3.4 If no Subcontract Agreement is entered into, the Subcontract documents should
Subcontract be listed here. If it is decided to vary the order of precedence for the Subcontract
Documents documents from that provided for in Part I of these Conditions of Subcontract,
such order should be set out here. If it is decided that no order of precedence for
the Subcontract documents should be included, this Sub-Clause may be varied as
follows:
EXAMPLE
The several documents forming the Subcontract are to be taken as mutually
explanatory of one another, but in the case of ambiguities or discrepancies the
priority shall be that accorded by law.

© FIDIC 17
 CLAUSE 4
Main Contract
Subcontractor's 4.2 If in connection with any Provisional Sum the Subcontractor is required to
Responsibilities in provide design or specification of any part of the Permanent Works or of any
Relation to Plant to be incorporated therein, an additional paragraph may be necessary.
Subcontract Works
EXAMPLE
The Subcontractor shall indemnify the Contractor against any liability
which the Contractor may incur as the result of the failure of the
Subcontractor to provide, as agreed, design or specification of any part of
the Permanent Works or of any Plant to be incorporated therein, and
against all claims, proceedings, damages, costs, charges and expenses
whatsoever arising out of or in connection therewith.
Possible Effects of 4.4 If the Subcontractor is delayed in the execution of the Subcontract Works by
Subcontractor's circumstances which do not entitle the Subcontractor to an extension of the
Breaches of Subcontractor's Time for Completion then this would ordinarily be a breach of
Subcontract the Subcontract. If as a result of such breach the Contractor became liable for
liquidated damages under the Main Contract the Subcontractor would, under this
Sub-Clause 4.4, be liable to indemnify the Contractor against the same.
The parties may wish to agree on a limit to the Subcontractor's liability under this
Sub-Clause.
As an alternative to passing through liquidated damages under the Main Contract
to the Subcontractor under the Subcontract, the parties may wish provide for the
imposition of liquidated damages by a special Sub-Clause in the Subcontract. An
example clause for this purpose is given under Sub-Clause 7.4 below. If such
example is adopted, it is suggested that the first sentence of Sub-Clause 4.4 be
revised by inserting, after the word "Subcontract," in the first line, the words
"other than delays in the execution of the Subcontract Works or any Section
thereof,".
CLAUSE 5
Temporary Works, Contactor’s Equipment and/or
Subcontractor's 5.2 The Contractor's Equipment and/or other facilities (if any) for
Use of Contractor's Subcontractor's use in common with other subcontractors are (insert
Equipment and/or description and specify terms and conditions of use, if any)
Other Facilities (if
Any) in Common with
Other
Subcontractors
Subcontractor's 5.3 The Contractor's Equipment and/or other facilities for Subcontractor's
Exclusive Use of exclusive use are (insert description and specify terms and conditions of
Contractor's use, if any)
Equipment and/or
Other Facilities (if
Any)

CLAUSE 6
Site Working and access
Working Hours on 6.1 The working hours of the Contractor, to be observed by the Subcontractor,
Site; Subcontractor's are (insert working hours)
Compliance with
Rules and
Regulations
Availability of Site 6.2 If the Contractor is bound to give the Subcontractor exclusive control of any part
to Subcontractor of the Site, this should be stated here.
and Access to Site

© FIDIC 18
 CLAUSE 7
Commencement and Completion
Commencement of 7.1 If there are different Subcontractor's Times for Completion for different Sections
Subcontract of the Subcontract Works, then these should be set out in the Appendix to
Works; Sub- Subcontractor's Offer.
contractor's Time
for Completion If the parties wish to provide that the Subcontractor shall be Liable for liquidated
damages under the Subcontract if he is delayed, an additional Sub-Clause should
be added.
EXAMPLE SUB-CLAUSE
Liquidated 7.4 If the Subcontractor fails to comply with the Subcontractor's Time for
Damages for Completion in accordance with Sub-Clause 7.1 or, if applicable, any
Delay Section within the relevant time prescribed by Sub-Clause 7.1, then the
Subcontractor shall pay to the Contractor the relevant sum stated in the
Appendix to Subcontractor's Offer as liquidated damages for such default
and not as a penalty (which sum shall be the only monies due from the
Subcontractor for such default) for every day or part of a day which shall
elapse between the relevant Subcontractor's Time for Completion and the
date the Subcontract Works or the relevant Section is complete as
evidenced (where applicable) by a Taking Over Certificate, subject to the
applicable limit on liquidated damages stated in the Appendix to
Subcontractor's Offer. The Contractor may, without prejudice to any
method of recovery, deduct such damages from monies otherwise
becoming due to the Subcontractor. The payment or deduction of such
damages shall not relieve the Subcontractor from his obligation to
complete the Subcontract Works, or from any other of his obligations and
liabilities under the Subcontract.
If this Sub-Clause is used, it is suggested that, as mentioned under Sub-Clause 4.4
above, the first sentence of Sub-Clause 4.4 be revised by inserting, after the word
"Subcontract," in the first line, the words "other than delays in the execution of
the Subcontract Works or any Section thereof,".
Both the amount of liquidated damages per day for the Subcontract Works
and/or, if applicable, any Section thereof, and a limit of liquidated damages
should be set out in the Appendix to Subcontractor's Offer.
CLAUSE 12
Subcontractor’s Equipment, Temporary Works and
Incorporation by 12.1 The parties may wish to agree on whether, and the extent to which, the Contractor
Reference shall assist the Subcontractor in respect of customs clearance and re-export of
Subcontractor's Equipment.

CLAUSE 14
Outstanding work and Defects
Subcontractor’s 14.1 The parties may wish to agree that the Subcontractor's obligations to maintain the
Obligations before Subcontract Works and to remedy any defects therein shall cease as soon as the
Taking-Over Subcontractor has completed the Subcontract Works and irrespective of when a
Taking-Over Certificate is issued in regard of the Main Works or the Section or
Sections or part or parts of the Main Works in which the Subcontract Works are
comprised.
Subcontractor’s 14.2 The parties may wish to agree that the Subcontractor's obligations to remedy
Obligations after defects in the Subcontract Works shall end earlier than or be on different terms
Taking-Over from what is applicable to the Contractor under the Main Contract.
CLAUSE 15
Insurances
Subcontractor’s 15.1 The risks insured (or the insurances effected) by the Subcontractor are
Obligation to (insert description, including sums and names of beneficiaries)
Insure
Contractor's Obli- The Contractor's policy of insurance is (insert description)
gation to Insure;
Subcontract
Works at Sub-
contractor's Risk

© FIDIC 19
 CLAUSE 16
Payment
If payments have to be made to a nominated Subcontractor, an additional Sub-
Clause should be added.
EXAMPLE SUB-CLAUSE
Direct Payment to 16.7 Subject to the terms of Sub-Clause 59.5 of the Conditions of Main
Nominated Contract, the Subcontractor shall be entitled to be paid by the Employer
Subcontractor direct, upon certificate of the Engineer, all payments, less retentions,
provided for in the Subcontract, which the Contractor has failed to make
to the Subcontractor.
CLAUSE 19
Settlement of Dispute
Amicable 19.1 Sub-Clause 19.1 assumes that the Contractor and Subcontractor will de from
Settlement and different countries or will otherwise wish to provide for the international arbitration
Arbitration of their disputes. This will not necessarily be so. If it transpires that the successful
offer is from a subcontractor from the same country as the Contractor, for example,
they may prefer to have recourse to their own national courts of tribunals (even
though the contractor may have agreed to the international arbitration of disputes
under the Main Contract, as provided for by Clause 67 of the Red Book). In this
case, the two parties would have to agree an appropriate modification to Part II
In certain circumstances, parties may wish to agree on a longer period than fifty-
six days before either party may commence arbitration of a dispute under the
Subcontract to allow time for the procedure for the settlement of disputes under
Clause 67 of Part I of the Fédération Internationale des Ingénieurs-Conseils'
"Conditions of Contract for Works of Civil Engineering Construction, Fourth
Edition 1987 Reprinted 1992 with further amendments" (beginning with the
reference of a dispute to the Engineer) to be completed before either party can
bring arbitration under the Subcontract. For example, a period of 210 days from
the date a party gives notice under Sub-Clause 19.1 is the sum of the various time
periods in Sub-Clauses 67.1 and 67.2 (namely, 84 days for the Engineer's
decision, plus 70 days for the notice of intention to commence arbitration, plus 56
days for attempting to reach an amicable settlement) which must elapse before
arbitration may begin under Sub-Clause 67.3 of Part I of the aforesaid
Conditions.
Where it is considered desirable to add to this Sub-Clause provisions with respect
to the number of arbitrators, the place of arbitration and the language of the
arbitration, or where this Sub-Clause should be varied because it is decided that a
settlement of dispute procedure, other than that of the International Chamber of
Commerce (ICC), should be used, the parties may refer to the example paragraph
and sub-clause given under Clause 67 of Part II of the Fédération Internationale
des Ingénieurs-Conseils' "Conditions of Contract for Works of Civil Engineering
Construction, Fourth Edition 1987 Reprinted 1992 with further amendments".
Dispute in 19.2 With respect to disputes in connection with or arising out of the Main Contract
Connection with or which touch or concern the Subcontract Works, the Contractor and the
Arising out of Main Subcontractor may wish to consider agreeing on a procedure for multi-party
Contract Touching arbitration (that is, an arbitration to which the Employer, the Contractor and the
or Concerning Subcontractor would be parties). However, the current edition of the Fédération
Subcontract Internationale des Ingénieurs-Conseils' "Conditions of Contract for Works of
Works. Civil Engineering Construction, Fourth Edition 1987 Reprinted 1992 with further
amendments", in conjunction with which these Conditions of Subcontract are
meant to be used, does not provide for the necessary consent by the Employer to
multi-party arbitration. Consequently, this would have to be obtained in a
separate provision or document in conjunction with any agreement on multi-party
arbitration between the Contractor and the Subcontractor.
The drafting of any clause or agreement providing for the arbitration of disputes
among the Employer, the Contractor and the Subcontractor is a complex exercise.
Thus, to draft a multi-party arbitration clause providing for the resolution of such
disputes under the dispute resolution provisions of the Main Contract the
following matters, among others, need to be considered:

© FIDIC 20
 (1) The consent of the Employer, the Contractor and the Subcontractor to
multi-party arbitration will be required (as mentioned above).
(2) The multi-party arbitration procedure must tie in with the procedure
under the Main Contract requiring a reference of a dispute to the
Engineer under Clause 67 as a condition precedent to arbitration.
(3) A test in the form of words must be developed for determining when a
dispute under the Subcontract is to be deemed sufficiently similar to a
dispute under the Main Contract to be referable to arbitration under the
Main Contract, e.g. will it be sufficient to state that a dispute in
connection with or arising out of the Main Contract "which touches or
concerns the Subcontract Works", or presents "common issues of law
and fact" with a dispute under the Subcontract, is referable to arbitration
under the Main Contract?
(4) As a practical matter, someone - perhaps the Contractor - will probably
have to be given the power to decide when the test is satisfied, that is,
when the disputes under the two contracts are to be deemed sufficiently
similar to justify their being heard in one arbitration under the Main
Contract. If someone is not given this power, the issue would normally
fall to be decided by the competent courts, resulting often in much delay.
(5) A determination will have to be made as to the action (e.g. a notice to the
other parties) which must be taken to permit the hearing of the two
disputes in a single arbitral proceeding.
(6) A determination will have to be made as to when such action must be
taken to permit the joint hearing of the two disputes. Before arbitrators
are appointed in any Main Contract proceeding? Earlier than this?
(7) A decision must be made as to the maximum number of parties that
would be acceptable in any multi-party arbitration proceeding:
(a) Horizontally, all subcontractors of the Contractor in relation to the
project; and
(b) Vertically, sub-subcontractors, sub-sub-subcontractors, and so on
down the line?
To the extent any multi-party arbitration will include parties in addition
to the Employer, the Contractor and the Subcontractor, those parties must
also be consented to by all the parties involved in the proceeding.
(8) As yet, no international arbitration rules (e.g. ICC or UNCITRAL)
satisfactorily address multi-party arbitration problems.
The above does not address the possibility of disputes under the Main Contract
being resolved in a multi-party arbitration under the dispute resolution provisions
of the Subcontract. However, similar considerations to those described above
would apply.
As an alternative to a multi-party arbitration, the parties may wish to provide for
separate Main Contract and Subcontract arbitrations but arrange for some or all of
the arbitrators to be common to both proceedings.
CLAUSE 22
Currency If payments have to be made to a nominated Subcontractor, the Contractor and
and Rates the Subcontractor should agree on the proportions or amounts to be paid in
foreign currencies in respect of Provisional Sums.
If the Contractor has required the Subcontractor’s Offer to be expressed in a
single currency but with payment to be made in more than one currency, the
Subcontractor should state the proportions or amounts of other currency or
currencies in which he requires payment to be made, and the Contractor and the
Subcontractor should agree on the rate or rates of exchange applicable for
calculating the payment of such proportions or amounts.
Further additions or modifications may be necessary depending on the contents of
Part II of the Conditions of Main Contract.

© FIDIC 21
 BLANK PAGE

© FIDIC 22
 SUBCONTRACTOR’S OFFER
NAME OF SUBCONTRACT:

TO:

Gentlemen,
1. Having examined the Conditions of Subcontract, the Subcontract Specification,
the Subcontract Drawings, and the Subcontract Bill of Quantities and Addenda
Nos for the execution of the above-named Subcontract Works, we, the
undersigned, offer to execute and complete such Works and remedy any defects
therein in conformity with the Conditions of Subcontract, the Subcontract
Specification, the Subcontract Drawings, the Subcontract Bill of Quantities and
Addenda for the sum of

( )
or such other sum as may be ascertained in accordance with the said Conditions.
2. We acknowledge that the Appendix hereto forms part of our Offer.
3. We undertake, if our Offer is accepted, to commence the Subcontract Works
within 14 days, or such other period as may be agreed in writing, after the receipt
of your notice to commence, and to complete the whole of the Subcontract Works
comprised in the Subcontract within the time stated in the Appendix hereto.
4. We agree to abide by this Offer for the period of * days from the date fixed
for receiving the same and it shall remain binding upon us and may be accepted at
any time before the expiration of that period.
5. Unless and until a formal Subcontract Agreement is prepared and executed this
Offer, together with your written acceptance thereof, shall constitute a binding
contract between us.
6. We understand that you are not bound to accept the lowest or any offer you may
receive.
Dated this day of 20
Signature in the capacity of
duly authorised to sign offers for and on behalf of

(IN BLOCK CAPITALS)

Address

Witness
Address

Occupation

(Note: All details marked* shall be inserted before issue Offer document.)

© FIDIC 23
 BLANK PAGE

© FIDIC 24
APPENDIX TO SUBCONTRACTOR’S OFFER
Sub-Clause

Amount of security (if any) 2.2 ______ per cent

of the Subcontract Price

Time for issue of notice to commence 7.1 ______ days

Subcontractor’s Time for Completion 7.1 ______ days
Percentage of invoice value of
Listed materials and Plant 16.1 (c) ______ per cent
Percentage of Retention 16.3 ______ per cent
Minimum amount of Statement 16.3 (a)
Initials of Signatory of Offer

(Notes: All details in the list above shall be inserted before issue of Offer
documents. Where a number of days is to be inserted, it is desirable, for consistency
with the Conditions of Subcontract that the number should be a multiple of seven.

[Additional entries are necessary where provision is included in the Subcontract for:
(a) completion of Sections
(b) liquidated damages
(c) a bonus
(d) an advance payment]

© FIDIC 25
 BLANK PAGE

© FIDIC 26
 SUBCONTRACT AGREEMENT
This Subcontract Agreement made the
day of 20
Between
of
(hereinafter called the “Contractor”) of the one part
and of
(hereinafter called the “Subcontractor”) of the other part
Whereas the Contractor is desirous that certain Subcontract Works should be
executed by the Subcontractor, viz and has accepted a
Subcontractor's Offer for the execution and completion of such Subcontract Works
and the remedying of any defects therein
Now this Subcontract Agreement witnesseth as follows:

1. In this Subcontract Agreement words and expressions shall have the same
meanings as are respectively assigned to them in the Conditions of Subcontract
hereinafter referred to.
2. The following documents shall be deemed to form and be read and construed as
part of this Subcontract Agreement, viz:
(a) The Contractor's Letter of Acceptance;
(b) The Subcontractor's Offer;
(c) The Conditions of Subcontract (Parts I and II);
(d) The Subcontract Specification;
(e) The Subcontract Drawings; and
(f) The Subcontract Bill of Quantities.
3. In consideration of the payments to be made by the Contractor to the Subcontractor
as hereinafter mentioned the Subcontractor hereby covenants with the Contractor to
execute and complete the Subcontract Works and remedy any defects therein in
conformity in all respects with the provisions of the Subcontract.
4. The Contractor hereby covenants to pay the Subcontractor in consideration of the
execution and completion of the Subcontract Works and the remedying of any
defects therein the Subcontract Price or such other sum as may become payable
under the provisions of the Subcontract at the times and in the manner prescribed
by the Subcontract.
Seal if any In Witness Whereof the parties hereto have caused this Subcontract Agreement to
be executed the day and year first before written in accordance with their respective
laws
The Common Seal of

was hereunto affixed in the presence of:

or
Seal if any Signed Sealed and Delivered by the
said

in the presence of:

© FIDIC 27