[合同协议]第5章合同专用条款-英文.doc

Volume ISection 5. Part II - SpecialConditions of ContractSTANDARD SPECIAL CONDITIONS OF CONTRACTThe following Standard Special Conditions of Contract shall supplement the General Conditions of Contract. Whenever there is a conflict, provisions herein shall prevail over those in the General Conditions of Contract.Definitions and Interpretation Replace 1.1 (a) (i) in its entirety with:Definitions1.1(a) The “Bank” includes the International Bank for Reconstruction and Development (IBRD) and the International Development Association (IDA).(i) The Employer is the party stipulated in the Appendix to Bid. The Employer may nominate a Procurement Agent to act on its behalf under the Contract. If so, the name of such procurement Agent and the extent of the authorization, such as handling Arbitration and commercial affairs, offered by the Employer will be listed in the Appendix to Bid.(iv) The Engineer is the Party stipulated in the Appendix to Bid.Amend subpara. (a) (iv) also by adding the following words after the word “Conditions”:“or any other competent person appointed by the Employer, and notified to the Contractor, to act in replacement of the Engineer.”Add the following new definition to (a):(vi) “Contractors Authorized Representative” means the person designated by the Contractor to act for the Contractor in all actions under this Contract.(vii) “Skilled Labor” means persons having knowledge to lay out and supervise work of a complete character and includes equipment operators.(viii) “Unskilled Labor” means persons performing manual work with common hand tools.Amend subpara. (b) (v) of Sub-Clause 1.1 by adding the following words at the end:(b) (v) “The word tender is synonymous with bid and the words Appendix to Tender with Appendix to Bid, and the words tender documents with bidding documents.” (vii) Delete the words “(if any)”.Add new definitions at the end of Sub-Clause 1.1 as follows:(h) (i) “RMBY” or “Yuan” is the denomination of Renminbi Yuan, the currency of PRC. (ii) CHINA is the Peoples Republic of China (abbreviated as PRC or PR China).Engineer and Engineers RepresentativeEngineers Duties andAuthorities2.1With reference to Sub-Clause 2.1 (b), the following provision shall also apply:The Engineer shall obtain the specific approval of the Employer before taking any of the following actions specified in Part I:(a) consenting to the subletting of any part of the Works under Clause 4;(b) certifying additional cost under Clause 12;(c) determining an extension of time under Clause 44;(d) issuing a variation order under Clause 51, except:(i) in cases of emergency which, in the Engineers opinion, involve safety to life, limb, or the Works, or of adjoining property or otherwise requires immediate action to protect the Employers interests, the Engineer is authorized to issue such orders as deemed necessary for the period of the emergency and the Contractor shall execute all such work or to do all such things as may, in the opinion of the Engineer, be necessary to abate or reduce the risk. The Contractor shall forthwith comply, despite the absence of the approval of the Employer, with any such instruction of the Engineer. The Engineer shall determine an addition to the Contract Price, in respect of such instruction, in accordance with Clause 52 and shall notify the Contractor accordingly, with a copy to the Employer.(ii) if such variation would increase the Contract Price by less than the amount stated in the Appendix to Bid; or(e) fixing rates or prices under Clause 52; or(f) authorizing significant design changes, those which would affect the basic function or capacity of the design feature.Assignment and SubcontractingAdd one new Sub-Clause 4.3 as follows:Domestic Preference4.3If the Contractor consists of a joint venture of domestic and foreign firms which is awarded the contract through the application of the 71/2-percent domestic preference, the Contractor shall not, without express approval of the Employer, modify the profit and loss distribution and work-sharing characteristics of the joint venture with which it satisfied the criteria of eligibility for being awarded the Contract with the application of the domestic preference.Contract DocumentsReplace Sub-Clause 5.1 in its entirety with:Language/s and Law5.1The Contract shall be drawn up in English. If the said documents are translated in more than one language, English is the language according to which the Contract shall be construed and interpreted and is therein designated the “Ruling Language”. However, contracts entered into with local bidders (excluding joint ventures between local and foreign firms) may, at the Employers option, be in Chinese, which shall be the governing language for such contracts.The law governing the Contract shall be the current law of the Peoples Republic of China and the Contract shall be according construed.Priority ofContract Documents5.2Delete the documents listed 1-6 and substitute:(1) the Contract Agreement (if completed);(2) the Letter of Acceptance;(3) the Bid and the Appendix to Bid;(4) the Conditions of Contract, Part II B (if any);(5) the Conditions of Contract, Part II A;(6) the Conditions of Contract, Part I;(7) the Specifications;(8) the Drawings;(9) the priced Bill of Quantities; and(10) other documents, as listed in the Appendix to Bid.Permanent Works Designed by Contractor7.2Add one new paragraph (c):(c) The Engineer shall reply within 35 days from the date of submission of the Contractors design giving approval and/or comments of such submission. The Contractor shall amend his design and drawing in accordance with the Engineers comments and approvals before re-submission, if necessary. Without the Engineers approval the Contractor shall not make any changes in the Contract.General ObligationsReplace Sub-Clause 10.1 in its entirety with:Performance Security10.1Within 28 days after the receipt of the Letter of Acceptance, the Contractor shall provide security for its proper performance of the Contract to the Employer with a copy to the Engineer. The Performance Security shall be in the form of a bank guarantee, specified in Section9. Appendix to Bid states the percentages of the Contract Price to be used in determining the amount of a bank guarantee which shall be issued;(i) by a bank registered and operating in the Peoples Republic of China,(ii) by a foreign bank acceptable to the Employer through a Chinese Bank.The Performance Security shall be denominated in the types and proportions of currencies in which the Contract Price is payable. The cost of complying with the requirements of this Clause shall be borne by the Contractor.Without limitation to the provisions of the preceding paragraph, whenever the Engineer determines an addition to the Contract Price as a result of a change in cost and/or legislation or as a result of a variation amounting to more than 25 percent of the portion of the Contract Price payable in a specific currency, the Contractor, at the Engineers written request, shall promptly increase the value of the Performance Security in that currency by an equal percentage. The Performance Security o a joint venture shall be in the name of the joint venture.Replace Sub-Clause 10.2 in its entirety with:Period ofValidity of thePerformance Security10.2The Performance Security shall be valid until a date 28 days from the date of issue of the Taking-Over Certificate. The security shall be returned to the Contractor within 14 days of expiration.Claims underPerformance Security 10.3Delete this Sub-Clause.Delete the original Sub-Clause 10.3 and substitute with:Cost ofPerformance Security10.4The cost of complying with the requirements of this clause shall be borne by the Contractor.Add one new Sub-Clause 11.2 as follows:Access to Data11.2Data made available by the Employer in accordance with Sub-Clause 11.1 shall be deemed to include data, if any, listed elsewhere in the Contract as open for inspection at the address stipulated in the Appendix to Bid.Program to be Submitted14.1Replace “in Part II of these Conditions after the date of Letter of Acceptance” in the first sentence with “in Appendix to Bid after the date of signing the Contract Agreement”.Replace Sub-Clause 14.2 in its entirety with:Revising theProgram ofWorks14.2The Contractor shall revise the Program of Works at not more than three (3) month intervals including:(a) Charted monthly forecast of principal work quantities to be executed for the balance of the Works remaining to be done and(b) Projected schedule of payments to be made to the Contractor by the Employer.If at any time it should appear to the Engineer that the actual progress of the Works does not conform to the latest Program of Works to which consent has been given, the Engineer may request to revised program from the Contractor showing the modifications to such program necessary to ensure completion of the Works within the Time for Completion.Cash FlowEstimate to beSubmitted14.3Delete “within the time stated in Part II of these Conditions after the date of the Letter of Acceptance,” in the first sentence and add as the final sentence: “the initial cash flow estimated shall be submitted with the program pursuant to Sub-Clause 14.1 within the number of days specified in the Appendix to Bid.”Add the following Sub-Clauses 15.2 and 15.3:Language Ability ofContractors Representative15.2If the Contractors authorized representative is not, in the opinion of the Engineer, fluent both in English and Chinese, the Contractor shall have available on Site at all times at least one competent interpreter to ensure the proper transmission of instructions and information.Language Ability ofSuperintending Staff15.3A reasonable proportion of the Contractors superintending staff shall have a working knowledge of Chinese or the Contractor shall have available on Site at all times a sufficient number of competent interpreters to ensure the proper transmission of instructions and information.Amend Sub-Clause 20.4 to read as follows:Employers Risks20.4The Employers risks are:(a) insofar as they directly affect the execution of the Works in The Peoples Republic of China where the Permanent Works are to be executed: (i) war, hostilities (whether war be declared or not), invasion, act of foreign enemies; (ii) rebellion, insurrection, or military or usurped power, or civil war; (iii) ionizing radiations, or contamination by radioactivity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component thereof; (iv) pressure waves caused by aircraft or other aerial devices traveling at sonic or supersonic speeds; (v) riot, commotion or disorder, unless solely restricted to employees of the Contractor or of his Subcontractors and arising from the conduct of the Works.(b) loss or damage due to use or occupation by the Employer of any Section or part of the Permanent Works, except as may be provided for in the Contract;(c) loss or damage to the extent that it is due to the design of the Works, other than any part of the design provided by the Contractor or for which the Contractor is responsible and;(d) any operation of the forces of nature (insofar as it occurs on the Site or other locations in China directly affecting the performance of the Contract) which an experienced Contractor: (i) could not have reasonably foreseen, or (ii) could have reasonably foreseen, but could neither;(1) have reasonably taken measures against preventing loss or damage to physical property from occurring, nor(2) have reasonably insured against such loss or damage.Insurance ofWorks andContractors Equipment21.1Add the following words at the end of subparas. (a) and immediately before the last word of subpara. (b) of Sub-Clause 21.1:“it being understood that such insurance shall provide for compensation to be payable in the types and proportions of currencies required to rectify the loss or damage incurred,”Scope of Cover21.2Amend subpara. (a) of Sub-Clause 21.2 by deleting the words “from the start of work at the Site” and by substituting therefor the words “from the first working day after the Commencement Date.”Add the following as Sub-Clause (c) under this Sub-Clause 21.2:(c) It shall be the responsibility of the Contractor to notify the insurance company of any change in the nature and extent of the Works and to ensure the adequacy of the insurance coverage at all times during the period of the Contract.Amend Sub-Clause 21.4 to read as follows:Exclusions 21.4There shall be no obligation for the insurance in Sub-Clause 21.1 to include loss or damage caused by the risks listed under Sub-Clause 20.4 sub-paragraphs (a) (i) to (iv) of Part II A - Standard Special Conditions of Contract.Replace Sub-Clause 25.1 in its entirety with:Evidence andTerms ofInsurances25.1 The Contractor shall provide evidence to the Employers as soon as practicable after the respective insurances have been taken out, that the insurances required under the Contract have been effected and shall, within the earlier of :(a) 7 days prior to the Contractors start of activities for which the insurance is required, or(b) 84 days of the Commencement Date,Provide the insurance policies to the Employer. Such insurance policies shall be consistent with the general terms agreed prior to the issue of the Letter of Acceptance. The Contractor shall effect all insurance for which he is responsible with any insurance company operating in China, or with any eligible source insurance company, approved in advance by the Employer, and in terms approved by the Employer.Add the following Sub-Clause 25.5:Source ofInsurance25.5The Contractor shall be entitled to place all insurance relating to the Contract (including, but, not limited to, the insurance referred to in Clause 21,23, and 24) with insurers from any eligible source country as defined in the Guidelines: Procurement under IBRD Loans and IDA Credits, which have been determined to be acceptable to the Employer.Inspections and Audit by theBank26.2The Contractor shall permit the Bank to inspect the Contractors accounts and records relating to the performance of the Contract and to have them audited by auditors appointed by the Bank, if so required by the Bank.Add the following new Sub-Clauses to Clause 30:Construction Traffic30.5The Contractor shall arrange and bear all costs of any special permits required for extraordinary construction traffic on public roads.Local Transportation Services30.6The Contractor is encouraged to use local freight handling and transportation services to the greatest extent possible when transporting Construction Plant and materials to the Site. The Contractor shall enter into agreements with only those transportation organizations that are legally established in China for that purpose.LaborAdd the following to the end of Sub-Clause 34.1:Engagement of Staff andLabor34.1The Contractor is expected to employ Unskilled Labor and to the extent practicable and reasonable, Skilled Labor from within the Peoples Republic of China.The Contractor shall not, however, recruit its staff and labor from any persons in the service of the Employer or the Engineer. The Contractor shall be responsible for the return to the place of recruitment or to their domicile of all such persons as the Contractor recruited and employed for the purposes of or in connection with the Contract and shall maintain such person as are to be so returned in a suitable manner until they shall have left the Site or, in the case of persons who are not nationals of China and have been recruited outside China, shall have left China.Add the following new Sub-Clauses to Clause 34:Contractors Expatriate Labor andStaff34.2As further specified in paragraphs (a) through (d) below the Contractor shall, unless available and provided pursuant to Sub-Clause 34.1 and Sub-Clause 34.3, be responsible for the recruitment, transportation, accommodation and catering of any expatriate labor or expatriate staff (hereinafter “Expatriate Personnel”) required for the execution of the Works and for all payments in connection therewith:(a) The issuing of entry visas, exit visas, transit permits and residency permits for the Contractors foreign personnel and their families shall be subject to the relevant regulations of China. The Contractor shall be responsible for obtaining all necessary permits or visas from the appropriate authorities for Expatriate Personnel to enter into China.(b) The Contractor shall obtain the prior approval of the Employer to employ such members of foreign professional and supervisory staff as the Contractor considers desirable for the execution of the Works. When the approval of the Employer has been given in writing, the Contractor will be permitted to bring its agent and other skilled Expatriate Personnel into China under temporary visas for the duration of the Contract, and other visiting experts for shorter periods as agreed.(c) The written consent of the Employer is required prior to families of Contactors Expatriate Personnel entering into China.(d) The Contractor and its Sub-Contractors shall, in all dealings with their Expatriate Personnel, for the time being Employed on or in connection with the Works, pay due regard to all recognized festivals, official holidays and religious or other customs.Obtaining Local Labor34.3The Contract