FIDIC Conditions of Contract for Construction, vesion 1999.

INTRODUCTION The Multilateral Development Banks (MDBs) have for a number of years adopted the FIDIC Conditions of Contract for Construction as part of the Standard Biddin Documents !hich the MDBs re"uire their borro!ers or aid recipients to follo!# In usin the FIDIC Conditions it has been the re ular practice of the MDBs to introduce additional Clauses in the Conditions of $articular %pplication (or &$articular Conditions') in order to amend provisions contained in the FIDIC (eneral Conditions# These additional clauses in many cases have standard !ordin !hich has to be repeated !henever procurement documents are bein prepared for a ne! pro)ect# Furthermore* the provisions in bid documents* includin the additional clauses contained in the $articular Conditions* varied bet!een the MDBs* and this created inefficiencies and uncertainties amon st the users of the documents* and increased the possibilities for disputes# The problem !as reco nised by the +eads of $rocurement (+,$s) of the MDBs as si nificant* as !ere the benefits of standardisation# In response* the +,$s resolved to harmonise their bid documents on an international basis* by makin use of the FIDIC (eneral Conditions# For this purpose* the +,$s further resolved that there should be a modified form of the FIDIC Conditions of Contract for Construction* -st .dition -///* in !hich the (eneral Conditions !ould contain the standard !ordin !hich previously has been incorporated by MDBs in the $articular Conditions# FIDIC also reco nised the ma)or benefits to the users of the contracts of harmonisation and the inclusion in the (eneral Conditions of the main common chan es re"uired by $articular Conditions in MDB contracts# %ccordin ly* the Federation !as pleased to !ork !ith the +,$s to produce this MDB +armonised .dition of the -/// conditions for MDB contracts# It is believed that the modified* or harmonised document* !ill simplify use of the FIDIC Conditions of Contract not only for the MDBs and their borro!ers* but also for others involved !ith pro)ect procurement* such as consultin en ineers* contractors and contract la!yers# 0se of the harmonised conditions should si nificantly reduce the number of additions and amendments to be included in the $articular Conditions# 1evertheless* most pro)ects !ill have special re"uirements !hich !ill necessitate some specific chan es# This harmonised document therefore contains provision for $articular Conditions* as has become the practice in other FIDIC documents# This MDB +armonised .dition also includes sample forms for Contract Data* Securities* Bonds* (uarantees and Dispute Board a reements# In eneral* this harmonised document follo!s earlier FIDIC risk sharin principles for the type of contract for !hich they !ere prepared# In most cases* the amendments !hich have been made to produce the MDB +armonised .dition of the FIDIC (eneral Conditions for Construction are those arisin from the re"uirements of the MDBs* e2cept for some minor chan es of an editorial -34

nature# +o!ever* in the case of the dispute provisions contained in Clauses 45#4 to 45#6 and in the associated %ppendi2* the opportunity has been taken to make other amendments !hich FIDIC considers an improvement on earlier !ordin in the of the Construction Contract* -st .dition -///# % draft of this MDB +armonised .dition !as circulated for comment to interested parties* prior to its finali7ation# %ll of the comments received !ere considered by FIDIC and some have been incorporated# ,ther comments !ill be revie!ed a ain !hen in due course FIDIC produces a second edition of its Construction Contract# The insurance provisions iven in Clause -6 of the document remain unchan ed from the -st .dition -///* althou h some commentators have su ested an alternative approach to dealin !ith this specialised topic# In particular* .mployers may !ish to consider arran in for a dedicated sin le policy for the pro)ect !hich !ould cover all necessary insurances# The advanta e of such an approach is that it !ould avoid aps or other misunderstandin s in the insurances provided* includin possible duplication of cover# If an .mployer decides to arran e a sin le insurance policy* then a copy of that policy should be made available to tenderers durin the tender period# FIDIC recommends that .mployers should obtain* at an early sta e of pro)ect procurement* e2pert advice on insurance matters# The MDBs listed in the section 8$articipatin Banks8 have participated in the preparation of the MDB +armonised .dition# It is understood that all of them !ill adopt this edition of the FIDIC document in their Standard Biddin Documents# $%9TICI$%TI1( B%1:S The $articipatin Banks listed belo! have participated in the preparation of the Multilateral Development Bank (MDB) +armonised .dition of the FIDIC Conditions of Contract for Construction# It is understood that all of them !ill adopt this edition of the FIDIC document in their Standard Biddin Documents# The MDB +armonised .dition is for use on pro)ects financed in !hole or in part by a $articipatin Bank# %frican Development Bank ; %sian Development Bank Black Sea Trade and Development Bank ; Caribbean Development Bank .uropean Bank for 9econstruction and Development Inter;%merican Development Bank International Bank for 9econstruction and Development (The <orld Bank) Islamic Bank for Development Bank 1ordic Development Fund

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COPYRIGHT Copyri ht 0nder the terms of the licence a reement !ith a $articipatin Bank* the sole Copyri ht o!ner of the Conditions of Contract for Construction !hich includes the MDB +armonised (eneral Conditions of Contract is FIDIC# .ach $articipatin Bank shall ensure that a) the credit 8MDB +armonised Conditions of Contract for Construction ; for participatin development bank;financed contract use only# > FIDIC 4553 ; 1o reproduction of this document is permitted#8 appears on each pa e of each copy of the MDB +armonised (eneral Conditions of Contract included in SBDs* printed or in electronic format? and b) the follo!in FIDIC Copyri ht notice appears on the first pa e of each MDB +armonised (eneral Conditions of Contract prepared by users@ &> FIDIC 4553# %ll ri hts reserved# The Copyri ht o!ner of this !ork is the International Federation of Consultin .n ineers ; FIDIC# This publication is e2clusive for use as provided under the Aicense % reement dated BDateC bet!een B1ame of MDBC and FIDIC* and* conse"uently* no part of this publication may be reproduced* translated* adapted* stored in a retrieval system or communicated* in any form or by any means* !hether mechanical* electronic* ma netic* photocopyin * recordin or other!ise* !ithout prior permission in !ritin from FIDIC# To re"uest such permission* please contact@ FIDIC* Case $ostale =--* C+;-4-3 (eneva -3* S!it7erland? Tel# DE- 44 F// E/ 55? Fa2 DE- 44 F// E/ 5-? .;mail@ fidicGfidic#or # FIDIC is not responsible for the accuracy or completeness of translations of this publication unless such translation e2plicitly indicates other!ise#' CONTENTS A. GENERAL CONDITIONS DEFINITIONS LISTED ALPHABETICALLY 1. GENERAL PROVISIONS -#- Definitions -#4 Interpretation -#= Communications -#E Aa! and Aan ua e -#3 $riority of Documents -#H Contract % reement -#F %ssi nment -#6 Care and Supply of Documents -#/ Delayed Dra!in s or Instructions -#-5 .mployerIs 0se of ContractorIs Documents -#-- ContractorIs 0se of .mployerIs Documents -#-4 Confidential Details -#-= Compliance !ith Aa!s -#-E Joint and Several Aiability

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4 THE EMPLOYER 4#- 9i ht of %ccess to the Site 4#4 $ermits* Aicences or %pprovals 4#= .mployerIs $ersonnel 4#E .mployerIs Financial %rran ements 4#3 .mployerIs Claims THE ENGINEER =#- .n ineerIs Duties and %uthority =#4 Dele ation by the .n ineer =#= Instructions of the .n ineer =#E 9eplacement of the .n ineer =#3 Determinations 4 THE CONTRACTOR E#- ContractorIs (eneral ,bli ations E#4 $erformance Security E#= ContractorIs 9epresentative E#E Subcontractors E#3 %ssi nment of Benefit of Subcontract E#H Co;operation E#F Settin ,ut E#6 Safety $rocedures E#/ Kuality %ssurance E#-5 Site Data E#-- Sufficiency of the %ccepted Contract %mount E#-4 0nforeseeable $hysical Conditions E#-= 9i hts of <ay and Facilities E#-E %voidance of Interference E#-3 %ccess 9oute E#-H Transport of (oods E#-F ContractorIs ."uipment E#-6 $rotection of the .nvironment E#-/ .lectricity* <ater and (as E#45 .mployerIs ."uipment and Free;Issue Material E#4- $ro ress 9eports E#44 Security of the Site E#4= ContractorIs ,perations on Site E#4EFossils 5 NOMINATED SUBCONTRACTORS 3#- Definition of 8nominated Subcontractor8

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3#4 ,b)ection to 1omination 3#= $ayments to nominated Subcontractors 3#E .vidence of $ayments 6 STAFF AND LABOUR H#- .n a ement of Staff and Aabour H#4 9ates of <a es and Conditions of Aabour H#= $ersons in the Service of ,thers H#E Aabour Aa!s H#3 <orkin +ours H#H Facilities for Staff and Aabour H#F +ealth and Safety H#6 ContractorIs Superintendence H#/ ContractorIs $ersonnel H#-5 9ecords of ContractorIs $ersonnel and ."uipment H#-- Disorderly Conduct 7 PLANT, MATERIALS AND WORKMANSHIP F#- Manner of .2ecution F#4 Samples F#= Inspection F#E Firstin F#3 9e)ection F#H 9emedial <ork F#F ,!nership of $lant and Materials F#6 9oyalties 8 COMMENCEMENT, DELAYS AND SUSPENSION 6#- Commencement of <orks 6#4 Time for Completion 6#= $ro ramme 6#E .2tension of Time for Completion 6#3 Delays Caused by %uthorities 6#H 9ate of $ro ress 6#F Delay Dama es 6#6 Suspension of <ork 6#/ Conse"uences of Suspension 6#-5 $ayment for $lant and Materials in .vent of Suspension 6#-- $rolon ed Suspension 6#-4 9esumption of <ork

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TESTS ON COMPLETION /#- ContractorIs ,bli ations /#4 Delayed Tests /#= 9etestin /#E Failure to $ass Firsts on Completion 1! EMPLOYER"S TAKING OVER -5#- Takin ,ver of the <orks and Sections -5#4 Takin ,ver of $arts of the <orks -5#= Interference !ith Firsts on Completion -5#E Surfaces 9e"uirin 9einstatement 11 DEFECTS LIABILITY --#- Completion of ,utstandin <ork and 9emedyin Defects --#4 Cost of 9emedyin Defects --#= .2tension of Defects 1otification $eriod --#E Failure to 9emedy Defects --#3 9emoval of Defective <ork --#H Further Firsts --#F 9i ht of %ccess --#6 Contractor to Search --#/ $erformance Certificate --#-5 0nfulfilled ,bli ations --#-- Clearance of Site 1# MEASUREMENT AND EVALUATION -4#- <orks to be Measured -4#4 Method of Measurement -4#= .valuation -4#E ,missions 1$ VARIATIONS AND AD%USTMENTS -=#- 9i ht to Lary -=#4 Lalue .n ineerin -=#= Lariation $rocedure -=#E $ayment in %pplicable Currencies -=#3 $rovisional Sums -=#H Day!ork -=#F %d)ustments for Chan es in Ae islation -=#6 %d)ustments for Chan es in Cost

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Clause 12.3 [Evaluation] and be subject to adjustments in accordance with the Contract; (b) the Contractor shall pa all ta!es" duties and #ees re$uired to be paid b him under the Contract" and the Contract %rice shall not be adjusted #or an o# these costs e!cept as stated in &ub'Clause 13.( [)djustments #or Chan*es in +e*islation]; (c) an $uantities which ma be set out in the ,ill o# -uantities or other &chedule are estimated $uantities and are not to be ta.en as the actual and correct $uantities/ (i) o# the 0or.s which the Contractor is re$uired to e!ecute" or (ii) #or the purposes o# Clause 12 [1easurement and Evaluation]; and (d) the Contractor shall submit to the En*ineer" within 22 da s a#ter the Commencement 3ate" a proposed brea.down o# each lump sum price in the &chedules. 4he En*ineer ma ta.e account o# the brea.down when preparin* %a ment Certi#icates" but shall not be bound b it. (e) 5otwithstandin* the provisions o# subpara*raph (b)" Contractor6s E$uipment" includin* essential spare parts there#ore" imported b the Contractor #or the sole purpose o# e!ecutin* the Contract shall be e!empt #rom the pa ment o# import duties and ta!es upon importation. 14.2 Advance Payment 4he Emplo er shall ma.e an advance pa ment" as an interest'#ree loan #or mobilisation" when the Contractor submits a *uarantee in accordance with this &ub'Clause. 4he total advance pa ment" the number and timin* o# installments (i# more than one)" and the applicable currencies and proportions" shall be as stated in the Contract 3ata unless and until the Emplo er receives this *uarantee" or i# the total advance pa ment is not stated in the Contract 3ata this &ub'Clause shall not appl . 4he En*ineer shall issue an 7nterim %a ment Certi#icate #or the #irst installment a#ter receivin* a &tatement (under &ub'Clause 18.3 [)pplication #or 7nterim %a ment Certi#icates]) and a#ter the Emplo er receives (i) the %er#ormance &ecurit in accordance with &ub'Clause 8.2 [%er#ormance &ecurit ] and (ii) a *uarantee in amounts and -36

currencies e$ual to the advance pa ment. 4his *uarantee shall be issued b an entit and #rom within a countr (or other jurisdiction) approved b the Emplo er" and shall be in the #orm anne!ed to the %articular Conditions or in another #orm approved b the Emplo er. 4he Contractor shall ensure that the *uarantee is valid and en#orceable until the advance pa ment has been repaid" but its amount ma be pro*ressivel reduced b the amount repaid b the Contractor as indicated in the %a ment Certi#icates. 7# the terms o# the *uarantee speci# its e!pir date" and the advance pa ment has not been repaid b the date 22 da s prior to the e!pir date" the Contractor shall e!tend the validit o# the *uarantee until the advance pa ment has been repaid. 9nless stated otherwise in the Contract 3ata" the advance pa ment shall be repaid throu*h percenta*e deductions #rom the interim pa ments determined b the En*ineer in accordance with &ub' Clause 18.: [7ssue o# 7nterim %a ment Certi#icates]" as #ollows/ (a) deductions shall commence in the ne!t interim %a ment Certi#icate #ollowin* that in which the total o# all certi#ied interim pa ments (e!cludin* the advance pa ment and deductions and repa ments o# retention) e!ceeds 3; percent o# the )ccepted Contract )mount less %rovisional &ums; and (b) deductions shall be made at the amortisation rate stated in the Contract 3ata o# the amount o# each 7nterim %a ment Certi#icate (e!cludin* the advance pa ment and deductions and repa ments o# retention) in the currencies and proportions o# the advance pa ment until such time as the advance pa ment has been repaid; provided that the advance pa ment shall be completel repaid prior to the time when 2; percent o# the )ccepted Contract )mount less %rovisional &ums has been certi#ied #or pa ment. 7# the advance pa ment has not been repaid prior to the issue o# the 4a.in*'<ver Certi#icate #or the 0or.s or prior to termination under Clause 1= [4ermination b Emplo er]" Clause 1: [&uspension and 4ermination b Contractor] or Clause 1> [?orce 1ajeure] (as the case ma be)" the whole o# the balance then outstandin* shall immediatel become due and pa able b the Contractor to the Emplo er.

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20. Claims, Disputes and Ar itration

20.1 Contractor!s Claims 7# the Contractor considers himsel# to be entitled to an e!tension o# the 4ime #or Completion and@or an additional pa ment" under an Clause o# these Conditions or otherwise in connection with the Contract" the Contractor shall *ive notice to the En*ineer" describin* the event or circumstance *ivin* rise to the claim. 4he notice shall be *iven as soon as practicable" and not later than 22 da s a#ter the Contractor became aware" or should have become aware" o# the event or circumstance. 7# the Contractor #ails to *ive notice o# a claim within such period o# 22 da s" the 4ime #or Completion shall not be e!tended" the Contractor shall not be entitled to additional pa ment" and the Emplo er shall be dischar*ed #rom all liabilit in connection with the claim. <therwise" the #ollowin* provisions o# this &ub' Clause shall appl . 4he Contractor shall also submit an other notices which are re$uired b the Contract" and supportin* particulars #or the claim" all as relevant to such event or circumstance. 4he Contractor shall .eep such contemporar records as ma be necessar to substantiate an claim" either on the &ite or at another location acceptable to the En*ineer. 0ithout admittin* the Emplo erAs liabilit " the En*ineer ma " a#ter receivin* an notice under this &ub'Clause" monitor the record .eepin* and@or instruct the Contractor to .eep #urther contemporar records. 4he Contractor shall permit the En*ineer to inspect all these records" and shall (i# instructed) submit copies to the En*ineer. 0ithin 82 da s a#ter the Contractor became aware (or should have become aware) o# the event or circumstance *ivin* rise to the claim" or within such other period as ma be proposed b the Contractor and approved b the En*ineer" the Contractor shall send to the En*ineer a #ull detailed claim which includes #ull supportin* particulars o# the basis o# the claim and o# the e!tension o# time and@or additional pa ment claimed. 7# the event or circumstance *ivin* rise to the claim has a continuin* e##ect/ (a) this #ull detailed claim shall be considered as interim;

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(b) the Contractor shall send #urther interim claims at monthl intervals" *ivin* the accumulated dela and@or amount claimed" and such #urther particulars as the En*ineer ma reasonabl re$uire; and (c) the Contractor shall send a #inal claim within 22 da s a#ter the end o# the e##ects resultin* #rom the event or circumstance" or within such other period as ma be proposed b the Contractor and approved b the En*ineer. 0ithin 82 da s a#ter receivin* a claim or an #urther particulars supportin* a previous claim" or within such other period as ma be proposed b the En*ineer and approved b the Contractor" the En*ineer shall respond with approval" or with disapproval and detailed comments. Be ma also re$uest an necessar #urther particulars" but shall nevertheless *ive his response on the principles o# the claim within such time Each %a ment Certi#icate shall include such amounts #or an claim as have been reasonabl substantiated as due under the relevant provision o# the Contract. 9nless and until the particulars supplied are su##icient to substantiate the whole o# the claim" the Contractor shall onl be entitled to pa ment #or such part o# the claim" as he has been able to substantiate. 4he En*ineer shall proceed in accordance with &ub' Clause 3.= [3eterminations] to a*ree or determine (i) the e!tension (i# an ) o# the 4ime #or Completion (be#ore or a#ter its e!pir ) in accordance with &ub' Clause 2.8 [E!tension o# 4ime #or Completion]" and@or (ii) the additional pa ment (i# an ) to which the Contractor is entitled under the Contract. 4he re$uirements o# this &ub'Clause are in addition to those o# an other &ub'Clause" which ma appl to a claim. 7# the Contractor #ails to compl with this or another &ub'Clause in. relation to an claim" an e!tension o# time and@or additional pa ment shall ta.e account o# the e!tent (i# an ) to which the #ailure has prevented or prejudiced proper investi*ation o# the claim" unless the claim is e!cluded under the second para*raph o# this &ub' Clause. 20.2 Appointment of t"e Dispute #oard 3isputes shall be re#erred to a 3, #or decision in accordance with &ub'Clause 2;.8 [<btainin* 3ispute -H-

,oardAs 3ecision]. 4he %arties shall appoint a 3, b the date stated in the Contract 3ata. 4he 3, shall comprise" as stated in the Contract 3ata" either one or three suitabl $uali#ied persons (Cthe membersD)" each o# whom shall be #luent in the lan*ua*e #or communication de#ined in the Contract and shall be a pro#essional e!perienced in the t pe o# construction involved in the 0or.s and with the interpretation o# contractual documents. 7# the number is not so stated and the %arties do not a*ree otherwise" the 3, shall comprise three persons" one o# whom shall serve as chairman. 7# the %arties have not jointl appointed the 3, 21 da s be#ore the date stated in the Contract 3ata and the 3, is to comprise three persons" each %art shall nominate one member #or the approval o# the other %art . 4he #irst two members shall recommend and the %arties shall a*ree upon the third member" who shall act as chairman. 4he a*reement between the %arties and either the sole member or each o# the three members shall incorporate b re#erence the Eeneral Conditions o# 3ispute ,oard )*reement contained in the )ppendi! to these Eeneral Conditions" with such amendments as are a*reed between them. 4he terms o# the remuneration o# either the sole member or each o# the three members" includin* the remuneration o# an e!pert whom the 3, consults" shall be mutuall a*reed upon b the %arties when a*reein* the terms o# appointment o# the member or such e!pert (as the case ma be). Each %art shall be responsible #or pa in* one'hal# o# this remuneration. 7# a member declines to act or is unable to act as a result o# death" disabilit " resi*nation or termination o# appointment" a replacement shall be appointed in the same manner as the replaced person was re$uired to have been nominated or. a*reed upon" as described in this &ub'Clause. 4he appointment o# an member ma be terminated b mutual a*reement o# both %arties" but not b the Emplo er or the Contractor actin* alone. 9nless otherwise a*reed b both %arties" the appointment o# the 3, (includin* each member) shall e!pire when the dischar*e re#erred to in &ub'Clause 18.12 [3ischar*e] shall have become e##ective. 20.$ Failure to A%ree on t"e -H4

Composition of t"e Dispute #oard 7# an o# the #ollowin* conditions appl " namel / (a) the %arties #ail to a*ree upon the appointment o# the sole member o# the 3, b the date stated in the #irst para*raph o# &ub'Clause 2;.2" [)ppointment o# the 3ispute ,oard]" (b) either %art #ails to nominate a member (#or approval b the other %art ) or #ails to approve a member nominated b the other %art " o# a 3, o# three persons b such date" (c) the %arties #ail to a*ree upon the appointment o# the third member (to act as chairman) o# the 3, b such date" or (d) the %arties #ail to a*ree upon the appointment o# a replacement person within 82 da s a#ter the date on which the sole member or one o# the three members declines to act or is unable to act as a result o# death" disabilit " resi*nation or termination o# appointment" then the appointin* entit or o##icial named in the Contract 3ata shall" upon the re$uest o# either or both o# the %arties and a#ter due consultation with both %arties" appoint this member o# the 3,. 4his appointment shall be #inal and conclusive. Each %art shall be responsible #or pa in* one'hal# o# the remuneration o# the appointin* entit or o##icial.. 20.4 & tainin% Dispute #oard!s Decision 7# a dispute (o# an .ind whatsoever) arises between the %arties in connection with" or arisin* out o#" the Contract or the e!ecution o# the 0or.s" includin* an dispute as to an certi#icate" determination" instruction" opinion or valuation o# the En*ineer" either %art ma re#er the dispute in writin* to the 3, #or its decision" with copies to the other %art and the En*ineer. &uch re#erence shall state that it is *iven under this &ub'Clause. ?or a 3, o# three persons" the 3, shall be deemed to have received such re#erence on the date when it is received b ,oth %arties shall promptl ma.e available to the 3, all such additional in#ormation" #urther access to the &ite" and appropriate #acilities" as the 3, ma re$uire #or the purposes o# ma.in* a decision on such dispute. 4he 3, shall be deemed to be not actin* as arbitrator(s). 0ithin 28 da s a#ter receivin* such -H=

re#erence" or within such other period as ma be proposed b the 3, and approved b both %arties" the 3, shall *ive its decision" which shall be reasoned and shall state that it is *iven under this &ub'Clause. 4he decision shall be bindin* on both %arties" who shall promptl *ive e##ect to it unless and until it shall be revised in an amicable settlement or an arbitral award as described below. 9nless the Contract has alread been abandoned" repudiated or terminated" the Contractor shall continue to proceed with the 0or.s in accordance with the Contract. 7# either %art is dissatis#ied with the 3,As decision" then either %art ma " within 22 da s a#ter receivin* the decision" *ive notice to the other %art o# its dissatis#action and intention to commence arbitration. 7# the 3, #ails to *ive its decision within the period o# 28 da s (or as otherwise approved) a#ter receivin* such re#erence" then either %art ma " within 22 da s a#ter this period has e!pired" *ive notice to the other %art o# its dissatis#action and intention to commence arbitration. 7n either event" this notice o# dissatis#action shall state that it is *iven under this &ub'Clause" and shall set out the matter in dispute and the reason(s) #or dissatis#action. E!cept as stated in &ub'Clause 2;.( [?ailure to Compl with 3ispute ,oardAs 3ecision] and &ub'Clause 2;.2 [E!pir o# 3ispute ,oardAs )ppointment]" neither %art shall be entitled to commence arbitration o# a dispute unless a notice o# dissatis#action has been *iven in accordance with this &ub'Clause. 7# the 3, has *iven its decision as to a matter in dispute to both %arties" and no notice o# dissatis#action has been *iven b either %art within 22 da s a#ter it received the 3,As. 20.' Amica le (ettlement 0here notice o# dissatis#action has been *iven under &ub'Clause 2;.8 above" both %arties shall attempt to settle the dispute amicabl be#ore the commencement o# arbitration. Bowever" unless both %arties a*ree otherwise" arbitration ma be commenced on or a#ter the #i#t 'si!th da a#ter the da on which a notice o# dissatis#action and intention to commence arbitration was *iven" even i# no attempt at amicable settlement has been made. -HE

20.) Ar itration

9nless settled amicabl " an dispute in respect o# which the 3,As decision (i# an ) has not become #inal and bindin* shall be #inall settled b international arbitration. 9nless otherwise a*reed b both %arties/ (a) arbitration proceedin*s shall be conducted as stated in the %articular Conditions" (b) i# no arbitration proceedin*s is so stated" the dispute shall be #inall settled b institutional arbitration under the Fules o# )rbitration o# the 7nternational Chamber o# Commerce" (c) the dispute shall be settled b three arbitrators" and (d) the arbitration shall be conducted in the lan*ua*e #or communications de#ined in &ub'Clause 1.8 [+aw and +an*ua*e]. 4he arbitrator(s) shall have #ull power to open up" review and revise an certi#icate" determination" instruction" opinion or valuation o# the En*ineer" and an decision o# the 3," relevant to the dispute. 5othin* shall dis$uali# the En*ineer #rom bein* called as a witness and *ivin* evidence be#ore the arbitrator(s) on an matter whatsoever relevant to the dispute. 5either %art shall be limited in the proceedin*s be#ore the arbitrator(s) to the evidence or ar*uments previousl put be#ore the 3, to obtain its decision" or to the reasons #or dissatis#action *iven in its notice o# dissatis#action. )n decision o# the 3, shall be admissible in evidence in the arbitration. )rbitration ma be commenced prior to or a#ter completion o# the 0or.s. 4he obli*ations o# the %arties" the En*ineer and the 3, shall not be altered b reason o# an arbitration bein* conducted durin* the pro*ress o# the 0or.s

20.* Failure to Comply +it" Dispute #oard!s Decision 7n the event that a %art #ails to compl with a 3, decision which has become #inal and bindin*" then the other %art ma " without prejudice to an other ri*hts it ma have" re#er the #ailure itsel# to arbitration under &ub'Clause 2;.: [)rbitration]. &ub' Clause 2;.8 [<btainin* 3ispute ,oardAs 3ecision] and &ub'Clause 2;.= [)micable &ettlement] shall not appl to this re#erence. 20., -.piry of Dispute -H3

#oard!s Appointment 7# a dispute arises between the %arties in connection with" or arisin* out o#" the Contract or the e!ecution o# the 0or.s and there is no 3, in place" whether b reason o# the e!pir o# the 3,As appointment or otherwise/ (a) &ub'Clause 2;.8 [<btainin* 3ispute ,oardAs 3ecision] and &ub'Clause 2;.= [)micable &ettlement] shall not appl " and (b) the dispute ma be re#erred directl to arbitration under &ub'Clause 2;.: [)rbitration].

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