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MINISTRY OF
CONSTRUCTION OF VIETNAM
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SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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No. 1040/QD-BXD
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Hanoi, June 26, 2026
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DECISION
ON TEMPLATE CONSTRUCTION CONTRACTS
THE MINISTER OF CONSTRUCTION
Pursuant to the Law on
Construction No. 135/2025/QH15;
Pursuant to Decree No.
210/2026/ND-CP of the Government elaborating the Law on Construction pertaining
to construction contracts;
Pursuant to Decree No.
217/2026/ND-CP o the Government elaborating the Law on Construction pertaining
to construction activities;
Pursuant to Decree No.
206/2026/ND-CP of the Government elaborating management of construction
investment;
Pursuant to Decree No.
207/2026/ND-CP of the Government elaborating quality management, construction
execution, and maintenance of construction works;
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At request of Director
of Construction Economics, Management, and Investment Authority.
HEREBY DECIDES:
Article
1. Promulgate
templates of construction contracts attached hereto, including:
1. Template consulting
service contract for construction feasibility study under Appendix I;
2. Template consulting
service contract for construction design under Appendix II;
3. Template consulting
service contract for project management under Appendix III;
4. Template consulting
service contract for construction supervision under Appendix IV;
5. Template consulting
service contract for construction survey under Appendix V;
6. Template contract for
construction execution under Appendix VI;
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Article
2. This
Decision comes into force from July 1, 2026.
Article
3. Relevant
agencies, organizations, and individuals shall refer to contract templates
under Article 1, use and application guidelines attached hereto in order to
establish and oversee construction contracts.
PP. MINISTER
DEPUTY MINISTER
Bui Xuan Dung
GUIDELINES
USE AND APPLICATION OF CONSTRUCTION
CONTRACT TEMPLATES
(Attached to Decision No. 1040/QD-BXD dated June 26, 2026 of the Minister of
Construction)
1. Scope and regulated entities
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2. Basis for establishing template construction contracts
Pursuant to the Civil Code
No. 91/2015/QH13;
Pursuant to the Law on
Construction No. 135/2025/QH15;
Pursuant to Decree No.
210/2026/ND-CP of the Government elaborating the Law on Construction pertaining
to construction contracts;
Pursuant to Decree No.
207/2026/ND-CP of the Government elaborating quality management, construction
execution, and maintenance of construction works;
Pursuant to Decree No. 217/2026/ND-CP
o the Government elaborating the Law on Construction pertaining to construction
activities;
Pursuant to Decree No.
206/2026/ND-CP of the Government elaborating management of construction
investment;
Pursuant to other legal
basis.
3. Types of template construction contract announced include:
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3.2. Template consulting
service contract for construction design under Appendix II;
3.3. Template consulting
service contract for project management under Appendix III;
3.4. Template consulting
service contract for construction supervision under Appendix IV;
3.5. Template consulting
service contract for construction survey under Appendix V;
3.6. Template contract for
construction execution under Appendix VI;
3.7. Template EPC contract
under Appendix VII.
4. Structure and basic contents of template construction
contract
4.1. Template construction
contracts consist of 4 main parts:
a) Part 1 Business information:
business information of the Awarding party and the Awarded party per the law.
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c) Part 3 General
conditions of contract: which constitute the “framework” component
necessary in construction contract.
d) Part 4 Specific
conditions of contract: which the contract parties should be aware of to
negotiate and decide on specific contents of contract depending on specific conditions
of the contract upon conclusion.
4.2. Contents
Announced template
contracts contain basic necessary clauses that play a guiding role in terms of:
scope of contract work; rights, obligations, and responsibilities of contract
parties; compensation; application of dispute settlement model; contract
amendment; etc.
Contents of clauses are
elaborated on the basis of the Civil Code, the Law on Construction, Decree
elaborating the Law on Construction pertaining to construction contract.
5. Guidelines on use of template construction contract
5.1. Contract parties
shall, upon adopting announced template construction contract, be required to
amend contract details depending on requirements, specific conditions of
contract package, project, project funding sources, and regulations applicable
to contract.
5.2. In respect of
consulting service contract for construction investment, EP, EC, PC contracts,
and other construction contract not listed under this Decision, parties shall
study, use, adopt announced template construction contracts attached hereto and
update, adjust template contracts in order to establish contracts applicable to
specific conditions of contract package and management requirements.
5.3. Template construction
contracts under section 3 are developed in specific contract pricing method.
Where contract parties adopt other contract pricing methods, the parties must
study relevant law provisions and specific guidelines under contract templates
in order to amend contents of template contracts accordingly.
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5.5. Where regulations
applicable to contract are amended on the date on which construction contract
conclusion takes place, relevant organizations and individuals that use, adopt
this template contract must update and amend contract contents accordingly.
APPENDIX I
TEMPLATE CONSULTING SERVICE
CONTRACT FOR CONSTRUCTION FEASIBILITY STUDY
(Attached to Decision No. 1040/QD-BXD dated June 26, 2026 of the Minister of
Construction)
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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…………………………… (Location and date)
CONSULTING SERVICE CONTRACT FOR CONSTRUCTION FEASIBILITY
STUDY
No. ………/………(year)/……… (Contract number)
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Contract package …………… (contract package name and number)
under …………………… Project/Construction works (title,
identification code of Project/Construction works)
between
(Business name of Awarding party)
and
(Business name of Awarded party)
TABLE OF CONTENTS
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PART 1. BUSINESS
INFORMATION
PART 2. BASIS FOR
CONCLUDING CONTRACTS
PART 3. GENERAL CONDITIONS
OF CONTRACTS
Article 1. Definitions
Article 2. Contract
documents and order of priority
Article 3. Use of
documents, information related to contracts and copyright
Article 4. Communication
Article 5. Applicable laws
and contract language
Article 6. Details,
quantity of contract work and products
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Article 8. Period and
schedule of contract execution
Article 9. Contract price,
advance payment, payment
Article 10. Acceptance
testing of products
Article 11. Rights,
obligations, and responsibilities of Awarded party
Article 12. Rights,
obligations, and responsibilities of Awarding party
Article 13. Settlement of
disputes and complaints during contract execution
Article 14. Risk, force
majeure, fundamental changes in circumstances
Article 15. Subcontractors
(if any)
Article 16. Personnel of
Awarded party
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Article 18. Temporary
suspension and termination of contract
Article 19. Final
settlement and finalization of contract
Article 20. General
clauses
PART 4. SPECIFIC
CONDITIONS OF CONTRACT
Article 2. Contract
documents and order of priority
Article 4. Communication
Article 6. Details,
quantity of contract work and products
Article 7. Product quality
and quantity requirements
Article 8. Period and
schedule of contract execution
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Article 10. Acceptance
testing of products
Article 13. Settlement of
disputes and complaints during contract execution
Article 14. Risk, force
majeure, fundamental changes in circumstances
Article 15. Subcontractors
(if any)
Article 16. Personnel of
Awarded party
Article 17. Amendment of
contract
Article 18. Temporary
suspension of contract
Article 20. General
clauses
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GCC
Điều kiện chung (General
conditions)
SCC
Điều kiện cụ thể
(Specific conditions)
BD
Hồ sơ mời thầu (Bidding document)
RFP
Hồ sơ yêu cầu (Request
for proposal)
HSDT
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HSĐX
Hồ sơ đề xuất (Proposal)
PART 1. BUSINESS INFORMATION
Today, on ……………at … (location
and date), we, the parties, include:
1. Awarding party:
Business name: ………………
Representative (or
authorized person): Mr./Mrs./Ms. ……………… Title: ………
Address: ………
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Taxpayer Identification
Number (TIN): ……………
Business registration (if
any): …………
Phone: ……………… Fax: ………………
Email: …………………
Together with:
2. Awarded party:
Business name: ………………
Representative (or
authorized person): Mr./Mrs./Ms. ……………… Title: ………
Address: ………
Account: ………
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Business registration (if
any): …………
Phone: ……………… Fax: ………………
Email: …………………
[Where Awarded party is
a contractor partnership, specify all information above of all partnership
members and assign a partnership representative according to assignment under
partnership agreement.]
[Where parties lawfully
authorize other individuals or juridical persons to conclude contracts, specify
information of authorization document.]
[Where construction
contracts are concluded via electronic means, electronic transaction laws must
be adhered to.]
The parties hereby sign
consulting service contract for construction feasibility study of ……………
contract package (number, name of contract package) affiliated to ………………
project/construction works (name of project/construction works) as
follows:
PART 2. BASIS FOR CONCLUDING CONTRACTS
Pursuant to the Civil Code
dated November 24, 2015;
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Pursuant to Decree No.
210/2026/ND-CP dated June 15, 2026 of the Government elaborating the Law on
Construction pertaining to construction contract;
Pursuant to Decree No.
207/2026/ND-CP dated June 15, 2026 of the Government elaborating quality
management, construction execution, and maintenance of construction works;
Pursuant to Decree No. 217/2026/ND-CP
dated June 19, 2026 of the Government elaborating the Law on Construction
pertaining to construction activities;
Pursuant to Decree No.
206/2026/ND-CP dated June 15, 2026 of the Government elaborating management of
construction investment;
Pursuant to Decree No.
212/2026/ND-CP dated June 17, 2026 of the Government on qualification
requirements in construction activities, information system, national database,
national database on construction activities;
Decision No. ………… dated
……… of ………… on approval of selection results of Awarded party of …………… contract
package [Name of contract package] and notice of winning bid No. ………
dated ………… of Project developer; lawful authorization for other individuals,
juridical persons to conclude contracts;
Other regulations of the
law, documents[1].
[The parties shall
decide whether to adopt all or parts of the aforementioned legal basis and
other additional legislative documents for the purpose of contract conclusion.]
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[1] Such as: Record of contract negotiation; draft contact (if
any); etc.
PART 3. GENERAL CONDITIONS OF CONTRACTS
Article 1. Definitions
For the purposes of this
Contract, the following words and expressions shall have the meanings hereby
assigned to them:
1.1. The Awarding party is
…… (business name of Awarding party).
1.2. The Awarded party is
……… (business name of Awarded party).
1.3. Party means either
the Awarding party or the Awarded party depending on the context.
1.4. Construction works
mean ……… (name of construction works for which construction contract package
is executed by the Awarded party in accordance with this contract).
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1.6. Representatives of
the Awarding party are legal representatives or other individuals, juridical
persons authorized to conclude contract as per the law.
1.7. Representatives of
the Awarded party are legal representatives or other individuals, juridical
persons authorized to conclude contract as per the law.
1.8. Letter of bid (if
any) is proposal of the Awarded party on which bid price for work execution
compliant with requirements of BD or RFP is specified.
1.9. Contract package is
……… (name of construction contract package executed by the Awarded party in
accordance with this contract).
1.10. Contract price is
the value specified in contract between the Awarding party and the Awarded
Party. Contract price is specified under Article [Contract price, advance
payment, payment].
1.11. Completion means
when the Awarded party fulfills all work according to terms and conditions
under the contract;
1.12. Contract refers to
an agreement between the Awarding party and the Awarded party, presented in
written form, concluded by the parties, including appendices and contract
attachments;
1.13. HSDT or HSĐX (if
any) of the Awarded party are all documents compliant with Appendix No. …… [HSDT
or HSĐX (if any) of the Awarded party].
1.14. BD or RFP (if any)
of the Awarding party are all documents compliant with Appendix No. …… [ BD or
RFP (if any) of the Awarding party].
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1.16. Identification code
of Project/Construction works is generated, updated, and managed in accordance
with Decree on qualification requirements in construction activities,
information system, national database on construction activities.
1.17. Day is understood as
a day in the Gregorian calendar; month is understood as a month in the
Gregorian calendar.
1.18. Working day refers
to any calendar day, except for Saturday, Sunday, public holiday or Lunar New
Year holiday as stipulated by the law.
1.19. Subcontractors are
contractors complaint with Article 19 of Decree No. 210/2026/ND-CP.
1.20. Contract dossiers
are dossiers listed in the contract according to Article [Contract documents
and order of priority].
1.21. Effective date of
contract is the date specified under [SCC];
1.22. Period of
contractual task execution is the period of time that starts from the date on
which contract enters into force or the date on which tasks are undertaken
according to agreements between the parties until all contractual work is
completed and has passed acceptance testing according to contractual agreements
(including extended time according to contract regulations); excluding period
of warranty, period of designer's supervision and contract final settlement
procedures (if any).
[The parties shall
decide, at their own discretion, on clarification and interpretation of
terminologies compliant with relevant law provisions.]
Article 2. Contract
documents and order of priority
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2.1.1. Construction
contract agreement (if any);
2.1.2. Notice of winning
bid or contractor designation;
2.1.3. Letter of bid;
2.1.4. Specific conditions
of construction contracts, terms of reference for contracts;
2.1.5. General conditions
of construction contracts;
2.1.6. Bidding documents
or Request for proposals of Awarding party;
2.1.7. Bids or Proposals
of the Awarded party;
2.1.8. Record of contract
negotiation, documents on amendments to construction contracts;
2.1.9. Appendices of
construction contracts;
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2.2. Order of application
priority of documents in contract documents is specified under [SCC].
Article 3. Use of
documents, information related to contracts and copyright
3.1. Use of documents and
information related to the contract
3.1.1. Documents and
information that are products of the Awarded party within the framework of this
contract are owned by the Awarding party unless otherwise agreed upon by the parties
in the contract. The Awarded party may keep copies of these documents and
information but are not allowed to use in other purposes without written
approval of the Awarding party.
3.1.2. The Awarding party
and the Awarded party shall keep confidential and shall not, without the
written consent of the other party hereto, divulge to any third party any
documents, data, or other information furnished directly or indirectly by the
other party hereto in connection with the contract, whether such information
has been furnished prior to, during, or following completion or termination of
the contract. Notwithstanding the above, the Awarded party may furnish to its
subcontractor such documents, data, and other information it receives from the
Awarding party to the extent required for the subcontractor to perform its work
under the contract, in which event the Awarded party shall obtain from such
subcontractor an undertaking of confidentiality of these materials.
3.1.3. The Awarding party
must not use other documents, data, and information that it receives from the
Awarded party for any purpose not related to the contract. The Awarded party
must not use other documents, data, and information that it receives from the
Awarding party for any purpose not related to the contract.
3.1.4. Obligations of the
Awarding party and the Awarded party shall conform to Article on [Rights,
obligations, and responsibilities of the Awarded party] and Article on [Rights,
obligations, and responsibilities of the Awarding party] and shall not be
applicable to:
a) Information which the
Awarding party or the Awarded party must provide for competent authorities;
b) Information that has
been or will be disclosed where neither the Awarding party or the Awarded party
is at fault;
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d) Information that
otherwise lawfully becomes available to that party from a third party that has
no obligation of confidentiality.
3.2. Copyright
3.2.1. All relevant
reports, data, and information such as maps, charts, plans, database, other
documents compiled or implemented by the Awarded party for the Awarding party
during contract execution must be placed under confidentiality and exclusive
ownership of the Awarding party, unless otherwise agreed by the parties.
As soon as the contract is
terminated or expired, the Awarded party has the obligation to surrender all
aforementioned documents to the Awarding party together with detailed list of
documents. The Awarded party may store copies of these documents, data,
software without using them for purposes that are not related to the contract
if the Awarding party has not issued written permission.
3.2.2.Where an agreement
between the Awarded party and a third party on use permission to develop,
prepare drawings, technical specifications, design, database, documents, and
other software is required, the Awarded party must obtain written approval from
the Awarding party first in respect of these agreements. The Awarding party has
the right to request compensation for costs relating to development of the
aforementioned drawings, technical specifications, design, database, documents,
and software.
3.2.3. The Awarded party
must guarantee that consulting service that it provides the Awarding party does
not infringe upon intellectual property of any third party.
3.2.4. The Awarded party
shall be exclusively responsible for damage that occurs as a result of
complaint filed by a third party (if any) regarding infringement of
intellectual property relating to consulting service that the Awarded party
provides the Awarding party.
Article 4.
Communication
4.1. Notice, approval,
certificates, decisions, etc. shall be presented in written form and deliver
via post; fax, or email according to address stipulated by the parties in the
contract. Communication in form of electronic data exchange shall conform to
regulation on electronic transaction.
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Article 5. Applicable
laws and contract language
5.1. This contract is
regulated by Vietnamese legal system.
5.2. Contract language
shall be Vietnamese.
[Where contract is
developed with involvement of a foreign party, contract language shall be
Vietnamese and other languages agreed upon by the parties. Order of priority of
contract language shall be agreed upon by the parties. Where the parties do not
enter into an agreement regarding this matter, Vietnamese language shall be given
priority.]
Article 6. Details,
quantity of contract work and products
6.1. Details and quantity
of contract work undertaken by the Awarded party shall be stipulated in the [BD
(or RFP) of the Awarding party] and agreement under record of contract
negotiation between the parties, including but not limited to:
6.1.1. Receive tasks,
study requirements of the Awarded party, legal basis, planning, standards,
technical regulations, and relevant documents for the purpose of preparing
feasibility study.
6.1.2. Collect, examine,
and assess available dossiers, documents, data to determine necessary addition;
prepare technical surveying plans (if any) and conduct field survey in order to
investigate, update data pertaining to natural conditions (topography, geography,
hydrography), use conditions of land, technical infrastructures, socio-economic
situations, environment, and other relevant conditions in service of
preparation of feasibility study.
6.1.3. Survey,
investigate, study use demand, market demand, production, operation capacity,
and factors affecting investment effectiveness of projects.
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6.1.5. Study, propose,
analyze, and compare investment solutions, technical, technological,
architectural, structural, infrastructure solutions, project execution
solutions; select optimal solutions.
6.1.6. Determine
investment scale, capacity, construction location, land use demand, spatial
arrangement solutions, site preparation solutions, relocation (if any).
6.1.7. Determine total
investment, funding demand, structure of funding sources; calculate, analyze
financial effectiveness, socioeconomic effectiveness, and assess feasibility of
projects (if any).
6.1.8. Assess factors that
affect the environment, fire prevention and firefighting, structural safety,
technical infrastructure, and other specialized requirements as per the law.
6.1.9. Develop plans,
schedule for project execution; propose project management solution, plans for
arranging implementation and operating construction works.
6.1.10. Prepare
construction feasibility study and attached dossiers, documents as per the law;
6.1.11. Cooperate,
present, supplement, amend, and finalize feasibility study and relevant
documents at request of relevant agencies during project inspection and
approval.
6.1.12. Fully transfer
dossiers, documents, drawings, data, consulting products according to the contract;
assume responsibility for quality and legality of documents that it produces.
6.2. Products of the
contract are stipulated under the [SCC].
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7.1. Quality requirements
7.1.1. Feasibility study
must conform to approved design tasks and concluded contract; comply with
investment stages, requirements under decision or documents approving
investment guidelines or documents approving project information (if any);
comply with legislative documents on management of construction activities,
quality management, applicable national technical regulations, and standards
accepted by the Awarding party.
7.1.2. Feasibility study
must meet all requirements in order to be submitted to construction authorities
(or agencies in charge of inspection) for inspection and to investment-decision
makers for project approval as per the law.
7.2. Quantity of dossiers
on construction consulting products of the contract under [SCC].
Article 8. Period and
schedule of contract execution
8.1. Period for contract
execution is specified under [SCC]
8.2. Schedule of contract
execution and completion milestones of primary work are elaborated under
Appendix No. ……… [Contract execution schedule].
8.3. Where the Awarded
party or the Awarding party faces difficulty thereby causing failure to adhere
to contract execution schedule during contract execution, the party that faces
difficulty must inform the other party and state reasons for failure and
expected expansion of project schedule. The party that receives notice of
extension of time shall study, consider, and decide. Where extension of time is
approved, the parties shall negotiate, adjust contract execution schedule, and
conclude documents on contract amendment in order to enable execution.
8.4. Where the delay is
caused by the Awarded party and causes extension of time, the Awarded party
shall not be allowed to increase contract price.
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9.1. Contract price
9.1.1. Contract pricing
method: Lump-sum contract
[The parties shall rely
on Clause 2 Article 6 of Decree No. 210/2026/ND-CP to choose appropriate
contract pricing method.]
9.1.2. Contract price
specified under [SCC].
9.1.3. Details of contract
prices:
a) Contract price consists
of all costs (personnel costs; costs for finalizing products after review and
inspection; costs for surveying (if any); traveling costs; etc. ; other
relevant costs) interest, other taxes, fees, charges that the Awarded party must
incur as per the law.
b) Contract price does not
include: Costs for meetings of Awarding party; costs for examination, approval
of contract products; unaccounted costs in construction price that the parties
have agreed upon, and guaranteed for compliance with regulations on management
of construction investment costs; etc.
9.2. Advance payment and
payment
9.2.1. Advance payment:
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b) Repayment methods of
advance payment are stipulated under [SCC]
c) Within the time limit
specified in [SCC], the Awarding party shall provide the Awarded party with
advance payment specified in [SCC]
d) The Awarded party shall
submit collateral for contract advance payment to the Awarding party
corresponding to value, currency of advance payment, and within the time limit
under [SCC] from the effective date of contract. Collateral for contract
advance payment shall remain effective until advance payment has been fully
paid and shall be deducted corresponding to value of advance payment repaid.
9.2.2. Payment
a) Payment schedule
(i) Number of installments
under [SCC].
(ii) Value of each
installment that the Awarding party pays the Awarded party according to [SCC].
(iii) Within the period specified
under [SCC], from the date on which the Awarding party receives adequate
request for payment of the Awarded party, the Awarding party shall pay the
Awarded party.
b) Payment documents
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c) Payment methods are
specified under [SCC]
d) Payment currency shall
be Vietnam Dong (VND).
Article 10. Acceptance
testing of products
10.1. Basis for conducting
acceptance testing of products
10.1.1. Contract documents
concluded by the parties, contract appendices, and documents on contract
amendment (if any).
10.1.2. Consulting tasks
approved by the Awarding party (or competent authorities).
10.1.3. List of technical
regulations, standards, and instructions applicable to project.
10.1.4. Dossiers,
documents, results of construction survey in service of preparation of approved
feasibility study.
10.1.5. Legislative
documents, detailed planning, or zoning planning (at 1/500 or 1/2000 scale),
documents approving investment guidelines of projects promulgated by competent
regulatory authorities.
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10.1.7. Written remarks of
relevant field-specific authorities (such as: fire prevention and firefighting,
safety, environment, national defense and security, etc. if any);
10.1.8. Notice of
feasibility study inspection results of construction authorities or agencies in
charge of inspection according to applicable law provisions.
[Where construction
design under feasibility study is FEED design or technical design, additional
basis for acceptance testing according to Decree elaborating the Law on
Construction pertaining to management of construction activities shall be
required]
10.2. Acceptance testing
of products
10.2.1. Acceptance testing
of products shall be conducted in stages/periods corresponding to schedule and
details of consulting tasks for preparation of feasibility study elaborated
under [SCC]
10.2.2. The Awarded party
has the responsibility to amend, finalize details that do not satisfy
requirements or errors in product dossiers in accordance with written request
of the Awarding party, remarks of inspection council, or construction
authorities within the scope of concluded contracts without charging extra.
Article 11. Rights,
obligations, and responsibilities of Awarded party
11.1. The Awarded party
has the right to
11.1.1. request the
Awarding party to provide information, documents related to consulting tasks
and working equipment according to contract agreement (if any).
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11.1.3. receive copyright
protection as per the law (in respect of consulting products with copyright
protection); hire subcontractors to undertake parts of work under Article
[Subcontractors (if any)].
11.1.4. refuse
unreasonable work outside the scope of the contract and request that violate
the law of the Awarding party; subcontractors designated by the Awarding party
unless otherwise agreed in the contract or if contract requirements are not
met.
11.1.5. request the
Awarding party to pay in a timely manner, settle loan interests caused by late
payment according to regulations of the law on construction contract and
contract agreements.
11.1.6. request the
Awarding party to conduct acceptance testing and receive delivery of contract
products.
11.1.7. exercise other
rights according to construction contracts and relevant law provisions.
11.2. The Awarded party
has the obligation and responsibility to
11.2.1. conduct survey,
collect information, data, documents necessary for performance of contract
work.
11.2.2. conduct work in a
manner compliant with construction laws and other relevant law provisions.
11.2.3. provide dossiers,
documents, present, and protect consulting products in meetings, reports,
inspection, etc. until products are approved.
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11.2.5. submit reports and
documents to the Awarding party where quantity of documents and time limit for
submission are specified in the contract; fully and promptly provide relevant
information that may delay or hinder completion of work according to execution
schedule and propose implementation solutions.
11.2.6. complete work in a
manner that satisfies schedule and quality requirements and deliver consulting
products according to contract agreements.
11.2.7. assign competent
and qualified representatives to settle unresolved work at any time at request
of the Awarding party until construction works are delivered.
11.2.8. protect
confidentiality of information relating to contracts according to stipulation
of construction contracts or the law;
11.2.9. preserve and
return documents, working equipment provided by the Awarding party to the
Awarding party according to contracts after finishing work (if any).
11.2.10. comply with
requirements and guidelines of the Awarding party except for those that
contradict the law or cannot be implemented.
11.2.11. compensate for
damage caused by their failure to adequately comply with concluded contracts.
11.2.12. purchase
professional liability insurance as per the law.
11.2.13. pay taxes and
fees (if any) related to the contract.
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11.2.15. exercise other
obligations and responsibilities according to contracts and relevant law
provisions.
Article 12. Rights,
obligations, and responsibilities of Awarding party
12.1. The Awarding party
has the right to
12.1.1. request the
Awarded party to deliver dossiers, documents related to contract products in a
manner consistent with concluded contracts; request amendment, addition for
products that do not satisfy quality requirements according to contract
agreements or request replacement of consulting individuals who do not satisfy
qualification requirements as per the law.
12.1.2. examine quality,
schedule of work execution without contract scope without obstructing regular
operation of the Awarded party.
12.1.3. reject
recommendations that are unreasonable or not compliant with contract agreements
of the Awarded party within period under contract agreements and regulations of
the law; refuse to conduct acceptance testing or delivery of products that are
not consistent with contract agreements.
12.1.4. possess and use
products according to contract agreements.
12.1.5. designate
subcontractors if primary Awarded party does not satisfy requirements according
to concluded contracts; reject subcontractors commended by the Awarded party.
12.1.6. request the
Awarded party to replace consulting individuals who do not satisfy
qualification requirements as per the law.
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12.2. Awarding party has
the obligation and responsibility to:
12.2.1. promptly provide
dossiers, documents, instruments, relevant machinery and equipment, and
materials according to contract agreements (if any) and relevant law provisions;
12.2.2. research and
examine information on qualifications for construction activities of the
Awarded party.
12.2.3. review, approve
list of subcontractors that satisfy qualification requirements and are not
listed in the contract at request of the Awarded party (if any).
12.2.4. settle
recommendations of the Awarded party within their powers during contract
execution in a manner compliant with time limit agreed by the parties in the
contract.
12.2.5. pay the Awarded party
in a manner compliant with payment schedule agreed upon in the contract;
interests caused by failure to pay in a timely manner according to regulations
of the law on construction contracts and contract agreements.
12.2.6. protect
confidentiality of information relating to the contract according to
stipulation of construction contracts or the law.
12.2.7. arrange acceptance
testing, reception, and delivery of contract products.
12.2.8. be held
accountable for accuracy and adequacy of documents that it provides. Compensate
for the Awarded party if the Awarding party fails to provide accurate, adequate
information according to contract stipulation.
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12.2.10. ensure copyright
protection for consulting products under copyright according to the contract.
12.2.11. adequately and
promptly communicate relevant information that may delay or obstruct
schedule-compliant completion of work and propose solutions for implementation.
12.2.12. exercise other
obligations and responsibilities according to the contract and relevant law
provisions.
Article 13. Settlement
of disputes and complaints during contract execution
13.1. Dispute settlement
during contract execution
13.1.1. Solutions for
settling contract disputes are specified under [SCC]
13.1.2. In the process of
settling disputes, the parties have the responsibility to fulfill contract
obligations in respect of work that is not affected by the disputes; must not
interrupt contract execution except for force majeure or at request of
competent authorities or cases where temporary suspension of contract execution
is allowed under Article [Temporary suspension of contract].
13.1.3. Regarding
application model of dispute settlement compliant with international practices
(hereinafter referred to as “dispute settlement body model”) as follows:
a) The date on which
dispute settlement body is established is specified under [SCC]
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13.2. Complaint during
contract execution
13.2.1. Complaint during
execution of the contract refers to a situation where a party discovers that
the other party fails to adequately exercise their obligations according to the
contract at which point the former requests the latter to adequately comply
with the contract. The former can then file a complaint against the latter
pertaining to these matters.
13.2.2. Where a party files
a complaint, the other party must provide specific reasoning and presentation
to clarify the complaint.
13.2.3. Complaints filed
by each party shall be sent to business address or communication address agreed
upon in the contract.
13.2.4. Time limit for
responding to complaint, written response to complaint, cases where complaint
response is not approved are specified under [SCC]
Article 14. Risk, force
majeure, fundamental changes in circumstances
14.1. Risk means a
possibility of events or circumstances during contract execution that may
damage, cause cost overrun, time overrun, or otherwise affect performance of
obligations of contract parties.
In respect of foreseeable
risks on the date on which contract conclusion takes place, the parties shall
negotiate in details about responsibility of each party for risk management,
handling, and rectification. Cases of foreseeable risks are specified under
[SCC]
14.2. Force majeure means
unforeseeable risks on the date on which contract conclusion takes place which
cannot be rectified even if all necessary measures have been taken within
permissible capability.
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14.2.2. For purposes of
this contract, force majeure means an event or situation beyond the control of
parties that is not foreseeable, is unavoidable, and causes impossibility of
performance of contract not because of negligence or lack of care on the part
of any party. Such events may include, but not be limited to, wars, riots,
strikes, fires, floods, epidemics, quarantine restrictions, freight embargoes,
or regulatory regulations or policies.
14.2.3. If a force majeure
situation arises, the affected party shall promptly notify the other party in
writing of such condition and the cause thereof within 14 days from the day of
occurrence thereof. Simultaneously, it shall send the written confirmation of
such force majeure issued by a body having jurisdiction at the location of
occurrence.
The affected Awarded party
shall continue to perform its obligations under the contract as far as is
reasonably practical, and shall seek all reasonable alternative means for
performance in order to contain consequences thereof.
14.2.4. The period in
which a party must complete a work under this contract is extended by an
additional period that is as long as the period of time that the party is
unable to perform the work due to a force majeure event.
14.2.5. During period in
which service cannot be provided due to force majeure, at request of the
Awarding party, the Awarded party has the obligation to:
a) Stop mobilizing experts
in which case the Awarded party shall be refunded for reasonable and necessary
costs that it has incurred. Where the Awarding party requests continuation of
service, the Awarded party shall also be refunded for such costs; or
b) Continue to provide
service to a permissible extent in which case the Awarded party shall receive
payment consistent with contract clauses and be refunded for extra reasonable
and necessary costs.
Where disputes between the
parties due to force majeure arise or extend, disputes shall be settled in
accordance with Article [Settlement of disputes and complaints during contract
execution].
14.2.6. Termination of
contract and payment of contract in case of force majeure (if any).
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14.2.7. Force majeure
situations are specified under [SCC]
14.3. Fundamental changes
in circumstances in construction activities
14.3.1. Fundamental
changes in circumstances refer to changes in circumstances brought by objective
causes following contract conclusion the magnitude of which is so significant
that had the parties foreseen the situation, they would not have concluded the
contract or would have concluded the contract differently; where continued
execution of contract without amendment will cause serious damage to one of the
parties; where the party whose interests are affected have taken all necessary
measures within their power and appropriate to contract characteristics without
being able to prevent or mitigate damage to interest; which may include:
situations where the Government changes policies, regulations; unforeseeable
irregular geological events, and other situations that qualify conditions under
this point.
Events that are considered
changes in circumstances are specified under [SCC]
14.3.2. Notice of
fundamental changes in circumstances
a) Where a party
encounters fundamental changes in circumstances, it must inform the other party
and state affected work, degree to which work is affected, necessary measures
to prevent, mitigate the degree to which work is affected, recommendations for
contract amendment. The notified party must state whether or not it accepts or
provides other remarks within the time limit specified under [SCC].
b) Where the party that
receives request for contract amendment does not accept or where the parties
fail to reach an agreement, the affected party may request the court to handle
as per the law.
Article 15.
Subcontractors (if any)
15.1. The use of
subcontractors, subcontractors designated by the Awarding party are specified
under [SCC]
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15.3. Situations where the
Awarding party is allowed to designate subcontractors are specified under [SCC]
15.4. The Awarding party
shall directly pay subcontractors on the basis of recommendations of primary
contractors and contract agreements under [SCC]
Article 16. Personnel
of Awarded party
16.1. Personnel of the
Awarded party and subcontractors must meet qualification requirements under
Appendix No. ……… [Personnel of Awarded party].
16.2. Title, work,
qualifications, and expected execution period are specified under Appendix No.
……… [Personnel of Awarded party]. In case of changes to personnel, the Awarded
party must provide reasons, personal background of replacement personnel to the
Awarding party; the replacement personnel must satisfy qualification
requirements. Where the Awarding party does not comment on replacement
personnel within …… days from the date on which it receives request of the
Awarded party, the Awarding party shall be considered to have approved
replacement personnel.
16.3. The Awarding party
has the right to request the Awarded party to replace personnel who do not
satisfy requirements of the Awarding party or are not consistent with personnel
dossiers in the contract. In this case, the Awarded party must send written
notice to the Awarding party within ……… under [SCC] from the date on which it
receives request of the Awarding party pertaining to personnel replacement. Unless
otherwise stipulated, the Awarded party shall incur all costs that arise as a
result of personnel replacement. Salaries for replacement personnel shall not
exceed those of replaced personnel.
16.4. The Awarded party
may adjust working hours of personnel if necessary without increasing contract
price. Other adjustment shall only be implemented after the Awarding party has
granted approval.
16.5. Where working time
of personnel must be extended or extra personnel is needed due to increase to
workload agreed between the Awarding party and the Awarded party, the extra
costs shall be calculated on the basis of Appendix No. …… [Personnel of Awarded
party].
16.6. The Awarded party
shall arrange execution of work in accordance with approved schedule. Working hours,
overtime work, working time, non-working day, etc. shall conform to the Labor
Code. The Awarded party shall not calculate costs for overtime work (since
contract price already includes costs for overtime work).
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17.1. Contents, scope, and
cases where contract amendment is conducted; procedures for amending contract
are specified under [SCC]
17.2. Adjustment to
contract workload
Cases where workload adjustment
is allowed, scope, procedures for adjusting workload are elaborated under [SCC]
17.3. Period and schedule
of contract execution
17.3.1. Cases where
adjustment to period, schedule of contract execution, deadline for completion
of contract work and products is allowed, responsibility of each party for
damage causes as a result of delay in period, schedule, and deadline for
completion of contract work, products are elaborated under [SCC]
17.3.2. Where adjustment
to period or schedule of contract execution and deadline for completion of
specific contract work, products elaborated under [SCC] causes time for project
execution to be exceeded, the Awarding party shall report to and request
investment-decision makers to review, decide on adjustment to project execution
time before adjusting period, schedule of contract execution.
17.4. Adjustment to price
of lump-sum contract is elaborated under [SCC]
[In respect of other
contract pricing methods, contract amendment shall conform to Articles 22, 23,
24, and 25 of Decree No. 210/2026/ND-CP]
[Contract parties shall
study relevant law provisions and specific guidelines hereunder to make
appropriate contract amendments]
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18.1. Temporary suspension
of contract
18.1.1. Temporary
suspension of contract shall be adopted if any of the following situations
occurs:
a) Either party seriously
violates obligations under concluded contract;
b) Force majeure
consistent with Article [Risks, force majeure, and fundamental changes in
circumstances] occurs;
c) Temporary suspension is
implemented at request of competent authorities;
d) Changes to the law
occur and directly affect contract execution;
dd) A party is allowed to
temporarily suspend contract execution according to [SCC]
18.1.2. The party that
temporarily suspends contract execution must inform the other party in advance,
including the reason, time, and legal consequences. Time limit for informing
the other party must be stipulated in the contract and shall be at most 28 days
except cases where contract execution is affected by force majeure. Parties
have the responsibility to negotiate in resolutions for continued
implementation according to concluded contracts. Where a party fails to notify
the other party and causes damage to the other party, it shall be responsible
for compensating according to agreement under [SCC]
18.2. Termination of
contract
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The Awarding party may
terminate contract after ……… according to [SCC] from the date on which it sends
notice on contract termination to the Awarded party. The Awarding party has the
right to terminate contract if:
a) The Awarded party fails
to comply with contract performance security (if the parties have agreed on
performance security).
b) The Awarded party fails
to rectify serious errors that it cannot remediate in the performance of their
tasks within ……… according to [SCC] which the Awarding party can accept from
the date on which the Awarded party receives notice of the Awarding party
regarding the errors.
c) The Awarded party fails
to continue work performance without a justifiable reason according to Article
[Period and schedule of contract execution] or the [SCC] or consecutively fails
to undertake contract work.
d) The Awarded party goes
bankrupt, becomes insolvent, is shut down, has its assets managed by others, is
required to negotiate with creditors, or is required to into receivership by a
person who is competent or authorized to manage assets for the interests of
such creditors, or has engaged in any other act or event analogous to the
foregoing (as prescribed in applicable law).
dd) The Awarded party
fails to comply with any final decision reached as a result of arbitration
proceedings pursuant to Article….. [Settlement of disputes and complaints
during contract execution].
g) The Awarded party has
intentionally provided the Awarding party with false or inaccurate documents
which thus adversely affect rights and interests of the Awarding party.
h) Force majeure compliant
with Article [Risks, force majeure, and fundamental changes in circumstances]
occurs.
Upon termination of the
contract, the Awarding party may hire other Awarded parties to continue
consulting tasks. The Awarding party and these Awarded parties may use all
existing documents.
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The Awarded party may
terminate the contract by filing a prior written notice to the Awarding party
at least …… according to [SCC] in the following cases:
a) Work is suspended due
to fault of the Awarding party for a period compliant with [SCC].
b) The Awarding party
fails to pay the Awarded party according to the contract where such failure is not
the subject of a dispute according to Article [Settlement of disputes and
complaints during contract execution] within ……… according to [SCC] from the
date on which the Awarding party receives adequate payment documents.
c) The Awarding party
fails to comply with any final decision reached as a result of arbitration
proceedings pursuant to Article [Settlement of disputes and complaints during
contract execution].
d) The Awarded party fails
to undertake an important part of work within …… period under [SCC] as a result
of force majeure.
dd) The Awarding party
becomes insolvent or bankrupt, is shut down, has its assets managed by others,
must enter into agreements with its creditors or go into receivership by a
person who is competent or authorized to act for the interests of such
creditors, or has engaged in any other act or event analogous to the foregoing
(as prescribed in the applicable law).
18.2.3. Upon termination
of the contract, rights and obligations of the parties shall also cease except
provisions on dispute settlement.
18.2.4. Where either party
initiates termination of the contract, as soon as written notice on contract
termination is sent or received, the Awarded party shall follow necessary steps
to promptly bring consulting service to a close and keep expenditure on this
purpose to a minimum.
18.2.5. Payment upon
termination of contract: Payment shall conform to Article [Contract price,
advance payment, payment] for work completed prior to effective termination
date (including expert remuneration, other costs, etc.).
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19.1. Final settlement of
contract
19.1.1. The Awarded party
has the responsibility to prepare documents on final settlement of the contract
for the type of contract that the parties have concluded.
19.1.2. Documents on final
settlement of contract consist of:
a) Record of acceptance
testing for completion of all work in contract scope and work that arises
beyond contract scope;
b) Calculation spreadsheet
for final settlement value (hereinafter referred to as “A-B settlement”), which
contains value of completed contractual work; value of workload that arises
beyond contract scope (if any), value that has been paid or provisionally paid
and remaining value which the Awarding party is responsible for paying the
Awarded party;
c) Products of the
contract according to Article [Details, quantity of contract work and
products];
d) Other documents
according to contract agreements.
19.2. Finalization of the
contract must be completed within …… days from the date on which the parties
fulfill contract obligations or the contract is terminated according to Article
[Temporary suspension and termination of contract].
Article 20. General
clauses
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The parties shall
undertake to perform in a truthful, fair manner and ensure execution compliant
with contract objectives.
This contract enters into
force from the date specified under [SCC].
(In case effective
period of the contract is negotiated differently by the parties)
Number of pages, number of
appendices, number of copies, contract language, legitimacy, number of copies
kept by the Awarding party, number of copies kept by the Awarded party are
specified under [SCC]
PART 4. SPECIFIC CONDITIONS OF CONTRACT
Article 2. Contract
documents and order of priority
2.2. Order of priority in
application of dossiers in contract documents shall be …… [Specify order of
priority in which dossiers in contract documents are applied].
Article 4.
Communication
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Article 6. Details,
quantity of contract work and products
6.2. Products of the
contract consist of ……… [Specify products that the Awarded party must undertake
and submit to the Awarding party], including but not limited to:
6.2.1. Mid-term report (if
any).
6.2.2. Presentation of
construction feasibility study, including but not limited to details under
Decree elaborating the Law on Construction pertaining to management of
construction activities.
6.2.3. Construction design
…… [Specify whether construction design is fundamental design or FEED design
or technical design].
6.2.4. Reports on
construction surveying results serving preparation of construction feasibility
study (if any).
[The parties shall rely
on the type of design used under feasibility study in signed contract to
determine regulations, contents of construction design dossiers, including but
not limited to details under Decree elaborating the Law on Construction on
management of construction activities.]
Article 7. Product
quality and quantity requirements
7.2. Quantity of documents
on construction consulting products of the contract is …… [Specify quantity
of documents].
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8.1. Period for execution
of contract work is ……… [Specify number of days from the effective date of
the contract].
Article 9. Contract
price, advance payment, payment
9.1.2. Contract price is
determined to be …… [Specify the sum in words].
9.2.1. Advance payment:
a) Amount and number of
installments of advance payment [Specify advance payment amount and advance
payment installments]
b) Advance payment
repayment methods [Specify advance payments recovered where actual payment
value reaches …% contract value]
c) Within …… [Specify
number of days], the Awarding party shall transfer ……… [Specify advance
payment amount] to the Awarded party.
[Minimum advance
payment for consulting contracts: 15% contract price in case of contracts of
which price exceeds VND 10 billion; 20% contract price in case of contracts of
which price is up to VND 10 billion.]
[Advance payment shall
not exceed 30% contract price applicable on the date on which contract
conclusion takes place (including provisions if any). Where investment-decision
maker is Prime Minister, decision whether to increase advance payment amount
above the 30% mark shall be made by ministers, figureheads of ministerial
agencies, Chairpersons of provincial People's Committees]
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9.2.2. Payment
a) Payment schedule
(i) Number of installments
[Specify number of installments]. The final installment after the
Awarded party finishes work according to contract obligation.
(ii) Value of payment that
the Awarding party pays the Awarded party in installments [Specify amounts
that the Awarding party pays the Awarded party in installments].
(iii) Within …… days [Specify
number of days] from the date on which the Awarding party receives
legitimate and adequate documents requesting payment from the Awarded party,
the Awarding party must pay the Awarded party.
b) Payment documents
Where each payment or
provisional payment is due, the Awarded party shall submit payment documents of
which quantity and contents are as follows [Specify quantity and contents of
payment documents]
c) Payment method [Specify
whether payment is made via transfer or other methods agreed upon by the
parties and consistent with relevant law provisions]
Article 10. Acceptance
testing of products
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First acceptance testing:
Acceptance testing of intermediate products/early-term period …… [Specify
acceptance testing work conducted in this acceptance testing occasion].
Second acceptance testing:
Acceptance testing of construction design dossiers (fundamental design or FEED
design, technical design for projects compliant with detail design steps
integrated in FS) in service of inspection process of …… [Specify work to
undergo acceptance testing this acceptance testing occasion].
……
Final acceptance testing:
After receiving adequate approved documents, dossiers, products, feasibility
study.
Article 13. Settlement
of disputes and complaints during contract execution
13.1.1. Methods for
settling contract disputes [Specify methods for settling contract disputes in
accordance with Clause 5 Article 86 of the Law on Construction agreed upon by
the parties. For the purpose of settling disputes, the parties must respect
contract agreements and commitments during contract execution, ensure
objectivity, equality, and cooperation]
13.1.3. Regarding
application model of dispute settlement compliant with international practices
(hereinafter referred to as “dispute settlement body model”) as follows:
a) The date on which
dispute settlement body is established [Specify agreement between the
parties on the date on which dispute settlement body is established (which can
be established immediately after signing contracts and operating regularly
during contract execution or after disputes take place), quantity,
qualification, education level, and experience of dispute settlement body
members consistent with requirements of contracts, characteristics, scope of
contract work; legal binding of decisions, advice pertaining to dispute
settlement; procedures for selecting dispute settlement body members,
procedures for taking subsequent actions where one party disagrees with
decision, advice pertaining to dispute settlement]
b) Remuneration for each
member of dispute settlement body and other relevant costs [Specify costs
incurred by each party].
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13.2.4. Time limit for
responding to complaints, written response to complaints, cases where response
to complaints is not approved …… [Specify time limit for responding to
complaints, whether the complaint is approved or not, justification]
Article 14. Risk, force
majeure, fundamental changes in circumstances
14.1. Risk means a
possibility of events or circumstances during contract execution that may
damage, cause cost overrun, time overrun, or otherwise affect performance of
obligations of contract parties.
a) In respect of
foreseeable risks on the date on which contract conclusion takes place, the
parties shall negotiate in details about responsibility of each party for risk
management, handling, and rectification. Foreseeable risks [Specify
foreseeable risks agreed upon by the parties].
c) Force majeure [Specify
force majeure agreed upon by the parties].
14.3. Fundamental changes
in circumstances in construction activities
14.3.1. Situations considered
changes in circumstances [Specify fundamental changes in circumstances agreed
upon by the parties and consistent with criteria of the Civil Code]
14.3.2. Notice of
fundamental changes in circumstances
a) Where a party falls
into fundamental changes in circumstances, it must inform the other party as
soon as possible while stating affected work, the degree to which the work is
affected, and recommended rectification solutions or contract amendment. The
notified party must respond [Specify whether it agrees or disagrees or has
other remarks within …… days].
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15.1. The use of
subcontractors, subcontractors designated by the Awarding party: [Specify
the use of subcontractors, subcontractors designated by the Awarding party on
the basis of Article 19 of Decree No. 210/2026/ND-CP]
15.3. Situation where the
Awarding party has the right to designate subcontractors: [Specify situations
where the Awarding party has the right to designate subcontractors]
15.4. The Awarding party
is allowed to pay subcontractors on the basis of recommendations of primary
contractors and contract agreements: [Specify whether the Awarding party is
allowed or not]
Article 16. Personnel
of Awarded party
16.3. The Awarded party
must send notice to the Awarding party within …… [Specify number of days]
Article 17. Amendment
of contract
17.1. Contents, scope, and
cases where contract amendment is allowed; procedures for amending contract [Specify
contents, scope, and cases of amendment to contract; procedures for amending
contract shall be negotiated by the parties compliant with Article 84 of the
Law on Construction and Articles 22, 23, 24, 25, and 26 of Decree No.
210/2026/ND-CP]
17.2. Adjustment to
contract workload
Adjustment to contract workload
is elaborated as follows: [Specify agreements of the parties pertaining to
cases where adjustment to workload is allowed, scope and procedures for
adjusting contract workload on the basis of Article 84 of the Law on
Construction and Article 23 of Decree No. 210/2026/ND-CP]
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Cases where adjustment to
period, schedule, and completion deadline for specific contract work and
products is allowed and responsibilities of each party for damage caused by
delay in period, schedule, and completion deadline of specific contract work
and products are specified as follows: [Specify agreement between the
parties pertaining to cases where adjustment to unit price and price of
contract is allowed; methods for adjusting unit price and price of contract on
the basis of Article 84 of the Law on Construction and Article 25 of Decree No.
210/2026/ND-CP]
17.4. Adjustment to price
of lump-sum contract: Quantity and work under contract are adjusted in case of
reasonable changes (increase or decrease) to quantity, work due to adjustment
to scope of contract work at request of the Awarding party or request
recommendations of the Awarded party approved by the Awarding party or in case
of force majeure, fundamental changes in circumstances according to Article
[Risks, force majeure, and fundamental changes in circumstances]
Article 18. Temporary
suspension of contract
18.1.1. Temporary
suspension of contract shall be adopted if any of the following situations
occurs:
dd) A party temporarily
suspends contract execution [Specify situations, scope of temporary
suspension of contract (all or some of the work) which the Awarding party or
the Awarded party is allowed to temporarily suspend contract execution of]
18.2. The party that
temporarily suspends contract execution must inform the other party in advance,
including the reason, time, and legal consequences. Time limit for informing
the other party must be stipulated in the contract and shall be at most 28 days
except cases where contract execution is affected by force majeure. Parties
have the responsibility to negotiate in resolutions for continued
implementation according to concluded contracts. Where a party fails to notify
the other party and causes damage to the other party, it shall be responsible
for compensating according to agreement
[Specify any of the 2
compensation methods:
- Compensation on the
basis of all actual losses;
- Compensation on the
basis of a specified amount. In this case, specify amount of compensation,
methods for compensating, etc. consistent with civil laws and other relevant
law provisions].
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This contract enters into
force from …… [Specify effective date of the contract].
This contract consists of
…… pages [Specify number of pages of the contract], and …… Appendix
(Appendices) [Specify number of Appendices in the contract], is
duplicated into …… copies [Specify number of contract copies] in
Vietnamese (or other languages or bilingual if any) of equal legitimacy.
The Awarding party shall keep …… copies [Specify number of copies that the
Awarding party keeps], the Awarded party shall keep …… copies [Specify
number of copies that the Awarded party keeps].
THE AWARDING PARTY OR LEGAL REPRESENTATIVE THEREOF
(Signature, title, signature, seal)
THE AWARDED PARTY OR LEGAL REPRESENTATIVE THEREOF
(Signature, title, signature, seal)
APPENDIX II
TEMPLATE CONSULTING SERVICE
CONTRACT FOR CONSTRUCTION DESIGN
(Attached to Decree No. 1040/QD-BXD dated June 26, 2026 of the Minister of
Construction on template construction contract)
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…………………………… (Location and date)
CONSULTING SERVICE CONTRACT FOR CONSTRUCTION DESIGN
No. ………/………(year)/……… (Contract number)
Contract package …………… (contract package name and number)
under …………………… Project/Construction works (title,
identification code of Project/Construction works)
between
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and
(business name of Awarded party)
TABLE OF CONTENTS
LIST OF ACRONYMS AND
ABBREVIATIONS
PART 1. BUSINESS
INFORMATION
PART 2. BASIS FOR
CONCLUDING CONTRACTS
PART 3. GENERAL CONDITIONS
OF CONTRACTS
Article 1. Definitions
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Article 3. Use of
documents, information related to contracts and copyright
Article 4. Communication
Article 5. Applicable laws
and contract language
Article 6. Details,
quantity of contract work and products
Article 7. Product quality
and quantity requirements
Article 8. Period and
schedule of contract execution
Article 9. Contract price,
advance payment, payment
Article 10. Acceptance
testing of products
Article 11. Rights,
obligations, and responsibilities of Awarded party
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Article 13. Settlement of
disputes and complaints during contract execution
Article 14. Risk, force
majeure, fundamental changes in circumstances
Article 15. Subcontractors
(if any)
Article 16. Personnel of
Awarded party
Article 17. Amendment of
contract
Article 18. Temporary
suspension and termination of contract
Article 19. Final
settlement and finalization of contract
Article 20. General
clauses
PART 4. SPECIFIC
CONDITIONS OF CONTRACT
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Article 4. Communication
Article 6. Details,
quantity of contract work and products
Article 7. Product quality
and quantity requirements
Article 8. Period and
schedule of contract execution
Article 9. Contract price,
advance payment, payment
Article 10. Acceptance
testing of products
Article 13. Settlement of
disputes and complaints during contract execution
Article 14. Risk, force
majeure, fundamental changes in circumstances
Article 15. Subcontractors
(if any)
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Article 17. Amendment of
contract
Article 18. Temporary
suspension of contract
Article 20. General
clauses
LIST OF ACRONYMS AND ABBREVIATIONS
GCC
Điều kiện chung (General
conditions)
SCC
Điều kiện cụ thể
(Specific conditions)
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Hồ sơ mời thầu (Bidding
document)
RFP
Hồ sơ yêu cầu (Request
for proposal)
HSDT
Hồ sơ dự thầu (Bid)
HSĐX
Hồ sơ đề xuất (Proposal)
PART 1. BUSINESS INFORMATION
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1. Awarding party:
Business name: ………………
Representative (or
authorized person): Mr./Mrs./Ms. ……………… Title: ………
Address: ………
Account: ………
Taxpayer Identification
Number (TIN): ……………
Business registration (if
any): …………
Phone: ……………… Fax: ………………
Email: …………………
Together with:
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Business name: ………………
Representative (or
authorized person): Mr./Mrs./Ms. ……………… Title: ………
Address: ………
Account: ………
Taxpayer Identification
Number (TIN): ……………
Business registration (if
any): …………
Phone: ……………… Fax: ………………
Email: …………………
[Where Awarded party is
a contractor partnership, specify all information above of all partnership
members and assign a partnership representative according to assignment under
partnership agreement.]
[Where parties lawfully
authorize other individuals or juridical persons to conclude contracts, specify
information of authorization document.]
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The parties hereby agree
to sign consulting service contract for construction design of ……… contract
package (number, name of contract package) under
…………project/construction works (name of project/construction works) as
follows:
PART 2. BASIS FOR CONCLUDING CONTRACTS
Pursuant to the Civil Code
dated November 24, 2015;
Pursuant to the Law on
Construction No. 135/2025/QH15 dated December 10, 2025;
Pursuant to Decree No.
210/2026/ND-CP dated June 15, 2026 of the Government elaborating the Law on
Construction pertaining to construction contract;
Pursuant to Decree No.
207/2026/ND-CP dated June 15, 2026 of the Government elaborating quality
management, construction execution, and maintenance of construction works;
Pursuant to Decree No.
217/2026/ND-CP dated June 19, 2026 of the Government elaborating the Law on
Construction pertaining to construction activities;
Pursuant to Decree No. 206/2026/ND-CP
dated June 15, 2026 of the Government elaborating management of construction
investment;
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Decision No. ………… dated
……… of ………… on approval of selection results of Awarded party of …………… contract
package [Name of contract package] and notice of winning bid No. ……… dated …………
of Project developer; lawful authorization for other individuals, juridical
persons to conclude contracts;
Other regulations of the
law, documents[1].
[The parties shall
decide whether to adopt all or parts of the aforementioned legal basis and
other additional legislative documents for the purpose of contract conclusion.]
____________________
[1] Such as: Record of contract negotiation; draft contact (if
any); etc.
PART 3. GENERAL CONDITIONS OF CONTRACTS
Article 1. Definitions
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1.1. The Awarding party is
…… (business name of Awarding party).
1.2. The Awarded party is
……… (business name of Awarded party).
1.3. Party means either the
Awarding party or the Awarded party depending on the context.
1.4. Construction works
mean ……… (name of construction works for which construction contract package
is executed by the Awarded party in accordance with this contract).
1.5. Project is the project
for ……… (name of project or project involving construction works for which
construction contract package is executed by the Awarded party in accordance
with this contract).
1.6. Representatives of
the Awarding party are legal representatives or other individuals, juridical
persons authorized to conclude contract as per the law.
1.7. Representatives of
the Awarded party are legal representatives or other individuals, juridical
persons authorized to conclude contract as per the law.
1.8. Project location is
the location specified under BD or the RFP (if any) of the Awarding party;
1.9. Letter of bid (if
any) is proposal of the Awarded party on which bid price for work execution
compliant with requirements of BD or RFP is specified.
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1.11. Contract price is
the value specified in contract between the Awarding party and the Awarded
Party. Contract price is specified under Article [Contract price, advance,
payment].
1.12. Completion means
when the Awarded party fulfills all work according to terms and conditions
under the contract;
1.13. Contract refers to
an agreement between the Awarding party and the Awarded party, presented in
written form, concluded by the parties, including appendices and contract
attachments;
1.14. HSDT or HSĐX (if
any) of the Awarded party are all documents compliant with Appendix No. ……
[HSDT or HSĐX (if any) of the Awarded party].
1.15. BD or RFP (if any)
of the Awarding party are all documents compliant with Appendix No. …… [BD or
RFP (if any) of the Awarding party].
1.16. Law refers to the
legal system of the Socialist Republic of Vietnam.
1.17. Identification code of
Project/Construction works is generated, updated, and managed in accordance
with Decree on qualification requirements in construction activities,
information system, national database on construction activities.
1.18. Day is understood as
a day in the Gregorian calendar; month is understood as a month in the
Gregorian calendar.
1.19. Working day refers
to any calendar day, except for Saturday, Sunday, public holiday or Lunar New
Year holiday as stipulated by the law.
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1.21. Contract documents
are documents listed in the contract according to Article [Contract dossiers
and order of priority].
1.22. Effective date of
contract is the date specified under [SCC];
1.23. Period of
contractual task execution is the period of time that starts from the date on
which contract enters into force or the date on which tasks are undertaken
according to agreements between the parties until all contractual work is
completed and has passed acceptance testing according to contractual agreements
(including extended time according to contract regulations); excluding period
of warranty, period of designer's supervision and contract final settlement
procedures (if any).
[The parties shall
decide, at their own discretion, on clarification and interpretation of
terminologies compliant with relevant law provisions.]
Article 2. Contract
documents and order of priority
2.1. Contract documents
consist of:
2.1.1. Construction
contract agreement (if any);
2.1.2. Notice of winning
bid or contractor designation;
2.1.3. Letter of bid;
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2.1.5. General conditions
of construction contracts;
2.1.6. Bidding documents
or Request for proposals of the Awarding party;
2.1.7. Bids or Proposals
of the Awarded party;
2.1.8. Record of contract
negotiation, documents on amendments to construction contracts;
2.1.9. Appendices of
construction contracts;
2.1.10. Other relevant
documents.
2.2. Order of application
priority of documents in contract documents is specified under [SCC].
Article 3. Use of
documents, information related to contracts and copyright
3.1. Use of documents and
information related to the contract
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3.1.2. The Awarding party
and the Awarded party shall keep confidential and shall not, without the
written consent of the other party hereto, divulge to any third party any
documents, data, or other information furnished directly or indirectly by the
other party hereto in connection with the contract, whether such information
has been furnished prior to, during, or following completion or termination of
the contract. Notwithstanding the above, the Awarded party may furnish to its
subcontractor such documents, data, and other information it receives from the
Awarding party to the extent required for the subcontractor to perform its work
under the contract, in which event the Awarded party shall obtain from such
subcontractor an undertaking of confidentiality of these materials.
3.1.3. The Awarding party
must not use other documents, data, and information that it receives from the
Awarded party for any purposes not related to the contract. The Awarded party
must not use other documents, data, and information that it receives from the
Awarding party for any purposes not related to the contract.
3.1.4. Obligations of the
Awarding party and the Awarded party shall conform to Article on [Rights,
obligations, and responsibilities of the Awarded party] and Article on [Rights,
obligations, and responsibilities of the Awarding party] and shall not be
applicable to:
(i) Information which the
Awarding party or the Awarded party must provide for competent authorities;
(ii) Information that has
been or will be disclosed where neither the Awarding party or the Awarded party
is at fault;
(iii) Information that can
be proven to have been possessed by a party at the time of disclosure and was
not previously obtained, directly or indirectly, from the other party;
(iv) Information that
otherwise lawfully becomes available to that party from a third party that has
no obligation of confidentiality.
3.2. Copyright
3.2.1. All relevant
reports, data, and information such as maps, charts, plans, database, other
documents compiled or implemented by the Awarded party for the Awarding party
during contract execution must be placed under confidentiality and exclusive
ownership of the Awarding party, unless otherwise agreed by the parties.
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Where an agreement between
the Awarded party and a third party on use permission to develop, prepare
drawings, technical specifications, design, database, documents, and other
software is required, the Awarded party must obtain written approval from the Awarding
party first in respect of these agreements. The Awarding party has the right to
request compensation for costs relating to development of the aforementioned
drawings, technical specifications, design, database, documents, and software.
3.2.3. The Awarded party
must guarantee that consulting service that it provides the Awarding party does
not infringe upon intellectual property of any third party.
3.2.4. The Awarded party
shall be exclusively responsible for damage that occurs as a result of complaint
filed by a third party (if any) regarding infringement of intellectual property
relating to consulting service that the Awarded party provides the Awarding
party.
Article 4.
Communication
4.1. Notice, approval,
certificates, decisions, etc. shall be presented in written form and deliver
via post; fax, or email according to address stipulated by the parties in the
contract. Communication in form of electronic data exchange shall conform to
regulation on electronic transaction.
4.2. Where a party changes
business information, it must inform the other party in writing within the time
limit specified under the [SCC] from the date on which changes occur. In
respect of information that alters legal eligibility or otherwise affects
contract execution, parties shall sign contract appendices for joint
implementation. Where a party is not informed in a timely manner, the party
that makes the changes shall be responsible for damage that occurs as a result
of its failure to notify the other party in a timely manner.
Article 5. Applicable
laws and contract language
5.1. This contract is
regulated by Vietnamese legal system.
5.2. Contract language
shall be Vietnamese.
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Article 6. Details,
quantity of contract work and products
6.1. Details and quantity
of contract work undertaken by the Awarded party shall be stipulated in the [BD
(or RFP) of the Awarding party] and agreement under record of contract negotiation
between the parties, including but not limited to:
6.1.1. Receive tasks,
study requirements of the Awarded party, legal basis, planning, technical
standards, technical regulations, relevant documents in service of construction
design.
6.1.2. Collect, examine,
and assess available dossiers, documents, data to determine necessary addition;
prepare technical surveying plans (if any) and conduct field survey in order to
investigate, update data pertaining to natural conditions (topography, geography,
hydrography), use conditions of land, technical infrastructures, socio-economic
situations, environment, and other relevant conditions of project areas.
6.1.3. Prepare
construction design consistent with applicable regulations and relevant
documents; analyze and compare design solutions and choose optimal solutions.
6.1.4. Determine
construction estimates, funding demand, funding source structures; calculate,
analyze socio-economic effectiveness, and assess feasibility of project (if
any).
6.1.5. Assess factors that
affect the environment, fire prevention and firefighting, structural safety,
technical infrastructure, and other specialized requirements as per the law.
6.1.6. Present, add,
amend, finalize construction design dossiers, cooperate with the Awarding party
during inspection and approval process; provide documents, data, and
presentation at the request of relevant agencies.
6.1.7. Fully transfer
dossiers, documents, drawings, data, consulting products according to the
contract; assume responsibility for quality and legality of documents that it
produces.
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Article 7. Product
quality and quantity requirements
7.1. Quality and quantity
of products must be consistent with concluded contract; ensure compliance with
regulations of the law on management of construction activities and management
of construction quality, execution, and construction work maintenance,
regulations and standards applicable to the contract. Errors in contract products
must be rectified by the Awarded party in accordance with contract agreements.
7.2. Quantity of dossiers
on construction consulting products of the contract under [SCC].
Article 8. Period and
schedule of contract execution
8.1. Period for contract
execution is specified under [SCC]
8.2. Schedule of contract
execution and completion milestones of primary work are elaborated under
Appendix No. ……… [Contract execution schedule].
8.3. Where the Awarded
party or the Awarding party faces difficulty thereby causing failure to adhere
to contract execution schedule during contract execution, the party that faces
difficulty must inform the other party and state reasons for failure and
expected expansion of project schedule. The party that receives notice of
extension of time shall study, consider, and decide. Where extension of time is
approved, the parties shall negotiate, adjust contract execution schedule, and
conclude documents on contract amendment in order to enable execution.
8.4. Where the delay is
caused by the Awarded party and causes extension of time, the Awarded party
shall not be allowed to increase contract price.
Article 9. Contract
price, advance payment, payment
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9.1.1. Contract pricing
method: Lump-sum contract
[The parties shall rely
on Clause 2 Article 6 of Decree No. 210/2026/ND-CP to choose appropriate
contract pricing method.]
9.1.2. Contract price
specified under [SCC].
9.1.3. Details of contract
prices:
a) Contract price consists
of all costs (personnel costs; costs for finalizing products after review and
inspection; costs for surveying (if any); traveling costs; etc. ; other
relevant costs) interest, other taxes, fees, charges that the Awarded party
must incur as per the law
b) Contract price does not
include: Costs for meetings of Awarding party; costs for examination, approval
of contract products; unaccounted costs in construction price that the parties
have agreed upon, and guaranteed for compliance with regulations on management
of construction investment costs; etc.
9.2. Advance payment and
payment
9.2.1. Advance payment:
a) Advance payment amount
and installments are specified under the [SCC]
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c) Within the time limit
specified in [SCC], the Awarding party shall provide the Awarded party with
advance payment specified in [SCC]
d) The Awarded party shall
submit collateral for contract advance payment to the Awarding party
corresponding to value, currency of advance, and within the time limit under
[SCC] from the effective date of contract. Collateral for contract advance
payment shall remain effective until advance payment has been fully paid and
shall be deducted corresponding to value of advance payment repaid.
9.2.2. Payment
a) Payment schedule
(i) Number of installments
under [SCC].
(ii) Value of each
installment that the Awarding party pays the Awarded party according to [SCC].
(iii) Within the period
specified under [SCC], from the date on which the Awarding party receives
adequate request for payment of the Awarded party, the Awarding party shall pay
the Awarded party.
b) Payment documents
The Awarded party shall,
upon approaching payment or provisional payment installment deadline, transfer
payment documents to the Awarding party. Quantity and composition of payment
documents are specified under [SCC]
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d) Payment currency shall
be Vietnam Dong (VND).
Article 10. Acceptance
testing of products
10.1. Basis for conducting
acceptance testing of products
10.1.1. Dossiers on
contract concluded by the parties, contract appendices, and documents on
contract amendment (if any).
10.1.2. Design tasks
approved by the Awarding party (or competent authorities).
10.1.3. List of technical
regulations, standards, instructions.
10.1.4. Approved
documents, dossiers, construction surveying results.
10.1.5. Legislative
documents, detailed planning, or zoning planning (at 1/500 or 1/2000 scale),
documents approving investment guidelines of projects promulgated by competent
regulatory authorities.
10.1.6. Documents
requesting amendment, review of dossiers of the Awarding party (if any).
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10.1.8. Notice of
construction design examination and inspection results of construction
authorities or presiding agencies according to applicable laws.
10.1.9. Other relevant
documents
10.2. Acceptance testing
of products
10.2.1. Acceptance testing
of products shall be conducted in stages/periods corresponding to schedule and
details of consulting tasks for construction design elaborated under [SCC]
10.2.2. The Awarded party
has the responsibility to amend, finalize details that do not satisfy
requirements or errors in product dossiers in accordance with written request
of the Awarding party, remarks of inspection council, or construction
authorities within the scope of concluded contracts without charging extra.
[Depending on the type
of construction design implemented after the project is approved, acceptance
testing products shall comply with Decree elaborating the Law on Construction
pertaining to management of construction activities]
Article 11. Rights,
obligations, and responsibilities of Awarded party
11.1. The Awarded party
has the right to
11.1.1. request the
Awarding party to provide information, documents related to consulting tasks
and working equipment according to contract agreement (if any).
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11.1.3. propose reasonable
extra workload to the Awarding party; amend conditions of consulting services
in service of interest of the Awarded party or upon discovering factors that
affect quality of consulting service; pay subcontractors (if any) directly
according to contract agreements.
[In respect of
construction works with complex engineering characteristics, the Awarded party
may propose simulation experiments and tests to the Awarding party in order to
examine, calculate working capacity of construction works in order to finalize
construction design, ensure compliance with technical requirements and construction
safety.]
11.1.4. receive copyright
protection as per the law (in respect of consulting products with copyright
protection); hire subcontractors to undertake parts of work under Article
[Subcontractors (if any)].
11.1.5. refuse
unreasonable work outside the scope of the contract and request that violate
the law of the Awarding party; subcontractors designated by the Awarding party
unless otherwise agreed in the contract or if contract requirements are not
met.
11.1.6. reject
modification request of the Awarding party if it does not conform to
regulations of the law, technical regulations, technical standards; acceptance
testing of construction works and work items where construction does not
conform to design.
11.1.7. request the
Awarding party to pay in a timely manner, settle loan interests caused by late
payment according to regulations of the law on construction contract and
contract agreements.
11.1.8. request the
Awarding party to conduct acceptance testing and receive delivery of contract
products.
11.1.9. exercise other
rights according to construction contracts and relevant law provisions.
11.2. The Awarded party
has the obligation and responsibility to
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11.2.2. conduct work in a
manner compliant with construction laws and other relevant law provisions.
11.2.3. provide dossiers,
documents, present, and protect consulting products in meetings, reports, inspection,
etc. until products are approved.
11.2.4. participate in
acceptance testing of construction works consistent with construction contracts
with the Awarding party; promptly inform the Awarding party upon discovering
non-compliance with approved construction design and recommend solutions.
11.2.5. be held
accountable for results and quality of consulting products according to signed
contracts and regulations of the law.
11.2.6. submit reports and
documents to the Awarding party where quantity of documents and time limit for
submission are specified in the contract; fully and promptly provide relevant
information that may delay or hinder completion of work according to execution
schedule and propose implementation solutions.
11.2.7. complete work in a
manner that satisfies schedule and quality requirements and deliver consulting
products according to contract agreements.
11.2.8. assign competent
and qualified representatives to settle unresolved work at any time at request
of the Awarding party until construction works are delivered.
11.2.9. protect
confidentiality of information relating to contracts according to stipulation
of construction contracts or the law;
11.2.10. preserve and
return documents, working equipment provided by the Awarding party to the
Awarding party according to contracts after finishing work (if any).
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11.2.12. compensate for
damage caused by their failure to adequately comply with concluded contracts.
11.2.13. purchase
professional liability insurance as per the law.
11.2.14. pay taxes and
fees (if any) related to the contract.
11.2.15. carry out
designer's supervision as per the law.
11.2.16. assume
responsibility for quality of construction design that it undertakes;
examination, inspection, and approval of construction of design of individuals,
organizations, project developers, investment-decision makers, or construction
authorities shall not replace nor lessen responsibilities of the Awarded party
pertaining to quality of construction design that it undertakes.
11.2.17. apply information
technology, digital transformation, renovation, and building information model
(BIM) during execution of work according to request of contract.
11.2.18. exercise other
obligations and responsibilities according to contracts and relevant law
provisions.
Article 12. Rights,
obligations, and responsibilities of the Awarding party
12.1. The Awarding party
has the right to
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12.1.2. examine quality,
schedule of work execution without contract scope without obstructing regular
operation of the Awarded party.
12.1.3. reject
recommendations that are unreasonable or not compliant with contract agreements
of the Awarded party within period under contract agreements and regulations of
the law; refuse to conduct acceptance testing or delivery of products that are
not consistent with contract agreements.
12.1.4. possess and use
products according to contract agreements.
12.1.5. designate
subcontractors if primary Awarded party does not satisfy requirements according
to concluded contracts; reject subcontractors commended by the Awarded party.
12.1.6. request the
Awarded party to replace consulting individuals who do not satisfy
qualification requirements as per the law.
12.1.7. exercise other
rights according to contracts and relevant law provisions.
12.2. The Awarding party
has the obligation and responsibility to:
12.2.1. promptly provide
dossiers, documents, instruments, relevant machinery and equipment, and
materials according to contract agreements (if any) and relevant law
provisions;
12.2.2. research and
examine information on qualifications for construction activities of the
Awarded party.
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12.2.4. settle
recommendations of the Awarded party within their powers during contract
execution in a manner compliant with time limit agreed by the parties in the
contract.
12.2.5. pay the Awarded party
in a manner compliant with payment schedule agreed upon in the contract;
interests caused by failure to pay in a timely manner according to regulations
of the law on construction contracts and contract agreements.
12.2.6. protect
confidentiality of information relating to the contract according to
stipulation of construction contracts or the law.
12.2.7. arrange acceptance
testing, reception, and delivery of contract products.
12.2.8. be held
accountable for accuracy and adequacy of documents that it provides. Compensate
for the Awarded party if the Awarding party fails to provide accurate, adequate
information according to contract stipulation.
12.2.9. review, approve or
reject recommendation of the Awarded party pertaining to work outside the contract.
12.2.10. ensure copyright
protection for consulting products under copyright according to the contract.
12.2.11. adequately and
promptly communicate relevant information that may delay or obstruct
schedule-compliant completion of work and propose solutions for implementation.
12.2.12. send written
notice on approval for acceptance testing of construction design dossiers to
the Awarded party if requirements are met.
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Article 13. Settlement
of disputes and complaints during contract execution
13.1. Dispute settlement
during contract execution
13.1.1. Solutions for
settling contract disputes are specified under [SCC]
13.1.2. In the process of
settling disputes, the parties have the responsibility to fulfill contract
obligations in respect of work that is not affected by the disputes; must not
interrupt contract execution except for force majeure or at request of
competent authorities or in case of temporary suspension of contract execution
under Article [Temporary suspension of contract].
13.1.3. Regarding
application model of dispute settlement compliant with international practices
(hereinafter referred to as “dispute settlement body model”) as follows:
a) The date on which
dispute settlement body is established is specified under [SCC]
b) Costs for paying
members of dispute settlement body and other relevant costs are specified under
[SCC].
13.2. Complaint during
contract execution
13.2.1. Complaint during
execution of the contract refers to a situation where a party discovers that
the other party fails to adequately exercise their obligations according to the
contract at which point the former requests the latter to adequately comply
with the contract. The former can then file a complaint against the latter
pertaining to these matters.
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13.2.3. Complaints filed
by each party shall be sent to business address or communication address agreed
upon in the contract.
13.2.4. Time limit for
responding to complaint, written response to complaint, cases where complaint
response is not approved are specified under [SCC]
Article 14. Risk, force
majeure, fundamental changes in circumstances
14.1. Risk means a
possibility of events or circumstances during contract execution that may
damage, cause cost overrun, time overrun, or otherwise affect performance of
obligations of contract parties.
In respect of foreseeable
risks on the date on which contract conclusion takes place, the parties shall
negotiate in details about responsibility of each party for risk management,
handling, and rectification. Cases of foreseeable risks are specified under
[SCC].
14.2. Force majeure means
unforeseeable risks on the date on which contract conclusion takes place which
cannot be rectified even if all necessary measures have been taken within
permissible capability.
14.2.1. If a force majeure
situation arises, a party’s failure to carry out any of its obligations shall
not be deemed breach or default of the contract provided that the affected
party: a) has taken all reasonable, prudential and necessary alternative
actions, all of which serve for the purpose of performing the terms and
conditions of this contract, and b) continues to perform its obligations under
the contract to the extent that such performance is reasonable and realistic.
14.2.2. For purposes of
this contract, force majeure means an event or situation beyond the control of
parties that is not foreseeable, is unavoidable, and causes impossibility of
performance of contract not because of negligence or lack of care on the part
of any party. Such events may include, but not be limited to, wars, riots,
strikes, fires, floods, epidemics, quarantine restrictions, freight embargoes,
or regulatory regulations or policies.
14.2.3. If a force majeure
situation arises, the affected party shall promptly notify the other party in
writing of such condition and the cause thereof within 14 days from the day of
occurrence thereof. Simultaneously, it shall send the written confirmation of
such force majeure issued by a body having jurisdiction at the location of
occurrence.
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14.2.4. The period in which
a party must complete a work under this contract is extended by an additional
period that is as long as the period of time that the party is unable to
perform the work due to a force majeure event.
14.2.5. During period in
which service cannot be provided due to force majeure, at request of the
Awarding party, the Awarded party has the obligation to:
a) Stop mobilizing experts
in which case the Awarded party shall be refunded for costs that it has
incurred reasonably and necessarily. Where the Awarding party requests
continuation of service, the Awarded party shall also be refunded for such
costs; or
b) Continue to provide
service to a permissible extent in which case the Awarded party shall receive
payment consistent with contract clauses and be refunded for extra reasonable
and necessary costs.
Where disputes between the
parties due to force majeure arise or extend, disputes shall be settled in
accordance with Article [Settlement of disputes and complaints during contract
execution].
14.2.6. Termination of
contract and payment of contract in case of force majeure (if any).
Where the performance of
contract work is temporarily suspended due to force majeure consistent with
contract regulations and where actual duration of temporary suspension is greater
than duration of temporary suspension caused by the notified force majeure,
either party has the right to send notice of contract termination to the other
party. In this case, the Awarding party shall pay the Awarded party for any
completed work for price specified in the contract.
14.2.7. Force majeure
situations are specified under [SCC]
14.3. Fundamental changes
in circumstances in construction activities
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Events that are considered
changes in circumstances are specified under [SCC]
14.3.2. Notice of
fundamental changes in circumstances
a) Where a party
encounters fundamental changes in circumstances, it must inform the other party
and state affected work, degree to which work is affected, necessary measures
to prevent, mitigate the degree to which work is affected, recommendations for
contract amendment. The notified party must state whether or not it accepts or
provides other remarks within the time limit specified under [SCC].
b) Where the party that
receives request for contract amendment does not accept or where the parties
fail to reach an agreement, the affected party may request the court to handle
as per the law.
Article 15.
Subcontractors (if any)
15.1. The use of
subcontractors, subcontractors designated by the Awarding party are specified
under [SCC]
15.2. The Awarded party
shall be responsible to the Awarding party for schedule, quality, occupational
safety, environmental protection, their errors, and work conducted by
subcontractors.
15.3. Situations where the
Awarding party is allowed to designate subcontractors are specified under [SCC]
15.4. The Awarding party
shall directly pay subcontractors on the basis of recommendations of the
Awarded party and contract agreements under [SCC]
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16.1. Personnel of the
Awarded party and subcontractors must meet capacity requirements, carry
practicing license compliant with the law, have qualifications and experience
appropriate to professional requirements and capacity requirements in
construction laws according to Appendix No. …… [Personnel of the Awarded
party].
16.2. Title, work,
qualifications, and expected execution time are specified under Appendix No.
……… [Personnel of Awarded party]. In case of changes to personnel, the Awarded
party must provide reasons, personal background of replacement personnel to the
Awarding party; the replacement personnel must satisfy qualification
requirements. Where the Awarding party does not comment on replacement personnel
within …… days from the date on which it receives request of the Awarded party,
the Awarding party shall be considered to have approved replacement personnel.
16.3. The Awarding party
has the right to request the Awarded party to replace personnel who do not
satisfy requirements of the Awarding party or are not consistent with personnel
dossiers in the contract. In this case, the Awarded party must send written
notice to the Awarding party within ……… under [SCC] from the date on which it
receives request of the Awarding party pertaining to personnel replacement.
Unless otherwise stipulated, the Awarded party shall incur all costs that arise
as a result of personnel replacement. Salaries for replacement personnel shall
not exceed those of replaced personnel.
16.4. The Awarded party
may adjust working hours of personnel if necessary without increasing contract
price. Other adjustment shall only be implemented after the Awarding party has
granted approval.
16.5. Where working time
of personnel must be extended or extra personnel is needed due to increase to
workload agreed between the Awarding party and the Awarded party, the extra
costs shall be calculated on the basis of Appendix No. …… [Personnel of Awarded
party].
16.6. The Awarded party
shall arrange execution of work in accordance with approved schedule. Working
hours, overtime work, working time, non-working day, etc. shall conform to the
Labor Code. The Awarded party shall not calculate costs for overtime work
(since contract price already includes costs for overtime work).
Article 17. Amendment
of contract
17.1. Contents, scope, and
cases of contract amendment; procedures for amending contract are specified
under Specific conditions
17.2. Adjustment to
contract workload
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17.3. Time and schedule of
contract execution
17.3.1. Cases where
adjustment to period, schedule of contract execution, deadline for completion
of contract work and products is allowed, responsibility of each party for
damage caused as a result of delay in period, schedule, and deadline for
completion of contract work, products are elaborated under [SCC]
17.3.2. Where adjustment
to time or schedule of contract execution and deadline for completion of
specific contract work, products elaborated under [SCC] causes time for project
execution to be exceeded, the Awarding party shall report to and request
investment-decision makers to review, decide on adjustment to project execution
time before adjusting period, schedule of contract execution.
17.4. Adjustment to price
of lump-sum contract is elaborated under [SCC]
[In respect of other
contract pricing methods, contract amendment shall conform to Articles 22, 23,
24, and 25 of Decree No. 210/2026/ND-CP]
[Contract parties shall
study relevant law provisions and specific guidelines hereunder to make
appropriate contract amendments]
Article 18. Temporary
suspension and termination of contract
18.1. Temporary suspension
of contract
18.1.1. Temporary
suspension of contract shall be adopted if any of the following situations
occurs:
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b) Force majeure
consistent with Article [Risks, force majeure, and fundamental changes in
circumstances] occurs;
c) Temporary suspension is
implemented at request of competent authorities;
d) Changes to the law
occur and directly affect contract execution;
dd) A party is allowed to
temporarily suspend contract execution according to [SCC]
18.1.2. The party that
temporarily suspends contract execution must inform the other party in advance,
including the reason, time, and legal consequences. Time limit for informing
the other party must be stipulated in the contract and shall be at most 28 days
except cases where contract execution is affected by force majeure. Parties
have the responsibility to negotiate in resolutions for continued
implementation according to concluded contracts. Where a party fails to notify
the other party and causes damage to the other party, it shall be responsible
for compensating according to agreement under [SCC]
18.2. Termination of
contract
18.2.1. Termination of
contract initiated by the Awarding party
The Awarding party may
terminate contract after ……… days according to [SCC] from the date on which it
sends notice on contract termination to the Awarded party. The Awarding party
has the right to terminate contract if:
a) The Awarded party fails
to comply with contract performance security under Article …… (if the parties
agree on contract performance security).
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c) The Awarded party fails
to continue work performance without a justifiable reason according to Article
[Time and schedule of contract execution] or the [SCC] or consecutively fails
to undertake contract work.
d) The Awarded party goes
bankrupt, becomes insolvent, is shut down, has its assets managed by others, is
required to negotiate with creditors, or is required to into receivership by a
person who is competent or authorized to manage assets for the interests of
such creditors, or has engaged in any other act or event analogous to the
foregoing (as prescribed in applicable law).
dd) The Awarded party
fails to comply with any final decision reached as a result of arbitration
proceedings pursuant to Article….. [Settlement of disputes and complaints
during contract execution].
g) The Awarded party has
intentionally provided the Awarding party with false or inaccurate documents
which thus adversely affect rights and interests of the Awarding party.
h) Force majeure compliant
with Article [Risks, force majeure, and fundamental changes in circumstances]
occurs.
Upon termination of the
contract, the Awarding party may hire other Awarded parties to continue consulting
tasks. The Awarding party and these Awarded parties may use all existing
documents.
18.2.2. Termination of
contract initiated by the Awarded party
The Awarded party may terminate
the contract by filing a prior written notice to the Awarding party at least ……
according to [SCC] in the following cases:
a) Work is suspended due
to fault of the Awarding party for a period compliant with [SCC].
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c) The Awarding party
fails to comply with any final decision reached as a result of arbitration
proceedings pursuant to Article [Settlement of disputes and complaints during
contract execution].
d) The Awarded party fails
to undertake an important part of work within …… period under [SCC] as a result
of force majeure.
dd) The Awarding party
becomes insolvent or bankrupt, is shut down, has its assets managed by others,
must enter into agreements with its creditors or go into receivership by a
person who is competent or authorized to act for the interests of such
creditors, or has engaged in any other act or event analogous to the foregoing
(as prescribed in the applicable law).
18.2.3. Upon termination
of the contract, rights and obligations of the parties shall also cease except
provisions on dispute settlement.
18.2.4. Where either party
initiates termination of the contract, as soon as written notice on contract
termination is sent or received, the Awarded party shall follow necessary steps
to promptly bring consulting service to a close and keep expenditure on this
purpose to a minimum.
18.2.5. Payment upon
termination of contract: Payment shall conform to Article [Contract price,
advance payment, payment] for work completed prior to effective termination
date (including expert remuneration, other costs, etc.).
Article 19. Final
settlement and finalization of contract
19.1. Final settlement of
contract
19.1.1. The Awarded party
has the responsibility to prepare documents on final settlement of the contract
for the type of contract that the parties have concluded.
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a) Record of acceptance
testing for completion of all work in contract scope and work that arises
beyond contract scope;
b) Calculation spreadsheet
for final settlement value (hereinafter referred to as “A-B settlement”), which
contains value of completed contractual work; value of workload that arises
beyond contract scope (if any), value that has been paid or provisionally paid
and remaining value which the Awarding party is responsible for paying the
Awarded party;
c) Products of the
contract according to Article [Details, quantity of contract work and
products];
d) Other documents according
to contract agreements.
19.2. Finalization of the
contract must be completed within …… days from the date on which the parties
fulfill contract obligations or the contract is terminated according to Article
[Temporary suspension and termination of contract].
Article 20. General
clauses
The parties shall agree
with all clauses, regulations, and conditions hereof. No agencies or
representatives of neither party have the right to make declaration,
presentation, promises, or agreements that are not stipulated in the contract.
Neither party is bound or held accountable to these provisions.
The parties shall
undertake to perform in a truthful, fair manner and ensure execution compliant
with contract objectives.
This contract enters into
force from the date specified under [SCC].
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Number of pages, number of
appendices, number of copies, contract language, legitimacy, number of copies
kept by the Awarding party, number of copies kept by the Awarded party are
specified under [SCC]
PART 4. SPECIFIC CONDITIONS OF CONTRACT
Article 2. Contract
documents and order of priority
2.2. Order of priority in
application of dossiers in contract documents shall be …… [Specify order of
priority in which dossiers in contract documents are applied].
Article 4.
Communication
4.2. Within ……… days [Specify
the number of days]
Article 6. Details,
quantity of contract work and products
6.2. Products of the
contract consist of ……… [Specify products that the Awarded party must
undertake and submit to the Awarding party], including but not limited to:
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6.2.2. Cost estimates
6.2.3. Technical
instructions
6.2.4. Procedures for
maintenance of construction works
[The parties shall rely
on types of construction design to decide on specifics of contract products.
Regulations on design dossiers shall conform to Decree of the Government
elaborating the Law on Construction pertaining to management of construction
activities.]
Article 7. Product
quality and quantity requirements
7.2. Quantity of documents
on construction consulting products of the contract is …… [Specify quantity
of documents].
Article 8. Period and
schedule of contract execution
8.1. Period of contract
execution starts from …… [Specify the date on which the contract enters into
force or the date on which the work is conducted]
Article 9. Contract
price, advance payment, payment
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9.2.1. Advance payment:
a) Amount and number of
installments of advance payment [Specify advance payment amount and advance
payment installments]
b) Advance payment
repayment methods [Specify advance payments recovered where actual payment
value reaches …% contract value]
c) Within …… [Specify
number of days], the Awarding party shall transfer ……… [Specify advance
payment amount] to the Awarded party.
[Minimum advance
payment for consulting contracts: 15% contract price in case of contracts of
which price exceeds VND 10 billion; 20% contract price in case of contracts of
which price is up to VND 10 billion.]
[Advance payment shall
not exceed 30% contract price applicable on the date on which contract
conclusion takes place (including provisions if any). Where investment-decision
maker is Prime Minister, decision whether to increase advance payment amount
above the 30% mark shall be made by ministers, figureheads of ministerial
agencies, Chairpersons of provincial People's Committees]
d) The Awarded party must
submit collateral for contract advance payment to the Awarding party
corresponding to the value, type of currency of advance payment and within …… [Specify
number of days] from the effective date of the contract.
9.2.2. Payment
a) Payment schedule
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(ii) Value of payment that
the Awarding party pays the Awarded party in installments [Specify amounts
that the Awarding party pays the Awarded party in installments].
(iii) Within …… days [Specify
number of days] from the date on which the Awarding party receives
legitimate and adequate documents requesting payment from the Awarded party,
the Awarding party must pay the Awarded party.
b) Payment documents
Where each payment or
provisional payment is due, the Awarded party shall submit payment documents of
which quantity and contents are as follows [Specify quantity and contents of
payment documents]
c) Payment method [Specify
whether payment is made via transfer or other methods agreed upon by the
parties and consistent with relevant law provisions]
Article 10. Acceptance
testing of products
10.2.1. Acceptance testing
of products shall be conducted in … times [Specify number of times that
acceptance testing of products is conducted and work conducted in each
acceptance testing occasion].
First acceptance testing: [Specify
work conducted in this occasion].
Second acceptance testing:
[Specify work conducted in this occasion].
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Final acceptance testing:
After receiving adequate approved design documents, dossiers, and products.
Article 13. Settlement
of disputes and complaints during contract execution
13.1.1. Methods for
settling contract disputes [Specify methods for settling contract disputes
in accordance with Clause 5 Article 86 of the Law on Construction agreed upon
by the parties. For the purpose of settling disputes, the parties must respect
contract agreements and commitments during contract execution, ensure objectivity,
equality, and cooperation]
13.1.3. Regarding
application model of dispute settlement compliant with international practices
(hereinafter referred to as “dispute settlement body model”) as follows:
a) The date on which
dispute settlement body is established [Specify agreement between the
parties on the date on which dispute settlement body is established (which can
be established immediately after signing contracts and operating regularly
during contract execution or after disputes take place), quantity,
qualification, education level, and experience of dispute settlement body
members consistent with requirements of contracts, characteristics, scope of
contract work; legal binding of decisions, advice pertaining to dispute
settlement; procedures for selecting dispute settlement body members,
procedures for taking subsequent actions where one party disagrees with
decision, advice pertaining to dispute settlement]
b) Remuneration for each
member of dispute settlement body and other relevant costs [Specify costs
incurred by each party].
13.2. Complaint during
contract execution
13.2.4. Time limit for
responding to complaints, written response to complaints, cases where response
to complaints is not approved …… [Specify time limit for responding to complaints,
whether the complaint is approved or not, justification]
Article 14. Risk, force
majeure, fundamental changes in circumstances
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a) In respect of
foreseeable risks on the date on which contract conclusion takes place, the
parties shall negotiate in details about responsibility of each party for risk
management, handling, and rectification. Foreseeable risks [Specify
foreseeable risks agreed upon by the parties].
c) Force majeure [Specify
force majeure agreed upon by the parties].
14.3. Fundamental changes
in circumstances in construction activities
14.3.1. Situations
considered changes in circumstances [Specify fundamental changes in
circumstances agreed upon by the parties and consistent with criteria of the
Civil Code]
14.3.2. Notice of
fundamental changes in circumstances
a) Where a party falls
into fundamental changes in circumstances, it must inform the other party as
soon as possible while stating affected work, the degree to which the work is
affected, and recommended rectification solutions or contract amendment. The
notified party must respond [Specify whether it agrees or disagrees or has
other remarks within …… days].
Article 15.
Subcontractors (if any)
15.1. The use of
subcontractors, subcontractors designated by the Awarding party: [Specify
the use of subcontractors, subcontractors designated by the Awarding party on
the basis of Article 19 of Decree No. 210/2026/ND-CP]
15.3. Situation where the
Awarding party has the right to designate subcontractors: [Specify
situations where the Awarding party has the right to designate subcontractors]
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Article 16. Personnel
of Awarded party
16.3. The Awarded party
must send notice to the Awarding party within …… [Specify number of days]
Article 17. Amendment
of contract
17.1. Contents, scope, and
cases of amendment to contract; procedures for amending contract [Specify contents,
scope, and cases of amendment to contract; procedures for amending contract
shall be negotiated by the parties compliant with Article 84 of the Law on
Construction and Articles 22, 23, 24, 25, and 26 of Decree No. 210/2026/ND-CP]
17.2. Cases where
adjustment to quantity is allowed, scope and procedures for adjusting quantity:
[Specify agreement between the parties pertaining to cases where adjustment
to quantity is allowed, scope and procedures for adjusting quantity under
contract under Article 84 of the Law on Construction and Article 23 of Decree
No. 210/2026/ND-CP]
17.3. Time and schedule of
contract execution
17.3.1. Cases where
adjustment to execution period, schedule, and completion deadline of contract
work and products is allowed and responsibility of each party for damage caused
by delay to execution period, schedule, or completion deadline of specific
contract work and products: [Specify agreement between the parties
pertaining to cases where adjustment to execution period, schedule, and
completion deadline of specific contract work and products is allowed and
responsibility of each party for damage caused by delay to execution period,
schedule, or completion deadline of specific contract work and products on the
basis of Article 84 of the Law on Construction and Article 25 of Decree No.
210/2026/ND-CP]
17.3.2. Where adjustment
to execution period, schedule, and completion deadline of contract work and
products is conducted [Specify agreement between the parties pertaining to
cases where adjustment to execution period, schedule, and completion deadline
of specific contract work and products is conducted] and causes extension
of time, the Awarding party must report to and request investment-decision
makers to review, decide on adjustment to project execution period before
adjusting contract execution period and schedule.
17.4. Adjustment to price
of lump-sum contract: Quantity and work under contract are adjusted in case of
reasonable changes (increase or decrease) to quantity, work due to adjustment
to scope of contract work at request of the Awarding party or request
recommendations of the Awarded party approved by the Awarding party or in case
of force majeure, fundamental changes in circumstances according to Article
[Risks, force majeure, and fundamental changes in circumstances]
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18.1.1. Temporary
suspension of contract shall be adopted if any of the following situations
occurs:
dd) A party temporarily
suspends contract execution [Specify situations, scope of temporary
suspension of contract (all or some of the work) which the Awarding party or
the Awarded party is allowed to temporarily suspend contract execution of]
18.2. The party that
temporarily suspends contract execution must inform the other party in advance,
including the reason, time, and legal consequences. Time limit for informing
the other party must be stipulated in the contract and shall be at most 28 days
except cases where contract execution is affected by force majeure. Parties
have the responsibility to negotiate in resolutions for continued
implementation according to concluded contracts. Where a party fails to notify
the other party and causes damage to the other party, it shall be responsible
for compensating according to agreement
[Specify any of the 2
compensation methods:
- Compensation on the
basis of all actual losses;
- Compensation on the
basis of a specified amount. In this case, specify amount of compensation,
methods for compensating, etc. consistent with civil laws and other relevant
law provisions].
Article 20. General
clauses
This contract enters into
force from …… [Specify effective date of the contract].
This contract consists of
…… pages [Specify number of pages of the contract], and …… Appendix (Appendices)
[Specify number of Appendices in the contract], is duplicated into ……
copies [Specify number of contract copies] in Vietnamese (or other
languages or bilingual if any) of equal legitimacy. The Awarding party
shall keep …… copies [Specify number of copies that the Awarding party
keeps], the Awarded party shall keep …… copies [Specify number of copies
that the Awarded party keeps].
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THE AWARDING PARTY OR LEGAL REPRESENTATIVE THEREOF
(Signature, title, signature, seal)
THE AWARDED PARTY OR LEGAL REPRESENTATIVE THEREOF
(Signature, title, signature, seal)
APPENDIX III
TEMPLATE CONSULTING SERVICE
CONTRACT FOR PROJECT MANAGEMENT
(Attached to Decision No. 1040/QD-BXD dated June 26, 2026 of the Minister of
Construction on template construction contract)
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
---------------
…………………………… (Location and date)
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No. ………/………(year)/……… (Contract number)
Contract package …………… (contract package name and number)
under …………………… Project/Construction works (title,
identification code of Project/Construction works)
between
(Business name of Awarding party)
and
(Business name of Awarded party)
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TABLE OF CONTENTS
LIST OF ACRONYMS AND
ABBREVIATIONS
PART 1. BUSINESS
INFORMATION
PART 2. BASIS FOR
CONCLUDING CONTRACTS
PART 3. GENERAL CONDITIONS
OF CONTRACTS
Article 1. Definitions
Article 2. Contract
documents and order of priority
Article 3. Use of documents,
information related to contracts and copyright
Article 4. Communication
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Article 6. Details,
quantity of contract work and products
Article 7. Product quality
and quantity requirements
Article 8. Period and
schedule of contract execution
Article 9. Contract price,
advance payment, payment
Article 10. Acceptance
testing of products
Article 11. Rights,
obligations, and responsibilities of Awarded party
Article 12. Rights, obligations,
and responsibilities of the Awarding party
Article 13. Settlement of
disputes and complaints during contract execution
Article 14. Risk, force
majeure, fundamental changes in circumstances
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Article 16. Personnel of
Awarded party
Article 17. Amendment of
contract
Article 18. Temporary
suspension and termination of contract
Article 19. Final
settlement and finalization of contract
Article 20. General
clauses
PART 4. SPECIFIC
CONDITIONS OF CONTRACT
Article 2. Contract
documents and order of priority
Article 4. Communication
Article 6. Details,
quantity of contract work and products
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Article 8. Period and
schedule of contract execution
Article 9. Contract price,
advance payment, payment
Article 10. Acceptance
testing of products
Article 13. Settlement of
disputes and complaints during contract execution
Article 14. Risk, force
majeure, fundamental changes in circumstances
Article 15. Subcontractors
(if any)
Article 16. Personnel of
Awarded party
Article 17. Amendment of
contract
Article 18. Temporary
suspension of contract
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LIST OF ACRONYMS AND ABBREVIATIONS
GCC
Điều kiện chung (General
conditions)
SCC
Điều kiện cụ thể
(Specific conditions)
BD
Hồ sơ mời thầu (Bidding
document)
RFP
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HSDT
Hồ sơ dự thầu (Bid)
HSĐX
Hồ sơ đề xuất (Proposal)
PART 1. BUSINESS INFORMATION
Today, on ……………at … (location
and date), we, the parties, include:
1. Awarding party:
Business name: ………………
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Address: ………
Account: ………
Taxpayer Identification
Number (TIN): ……………
Business registration (if
any): …………
Phone: ……………… Fax: ………………
Email: …………………
Together with:
2. Awarded party:
Business name: ………………
Representative (or
authorized person): Mr./Mrs./Ms. ……………… Title: ………
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Account: ………
Taxpayer Identification
Number (TIN): ……………
Business registration (if
any): …………
Phone: ……………… Fax: ………………
Email: …………………
[Where Awarded party is
a contractor partnership, specify all information above of all partnership
members and assign a partnership representative according to assignment under
partnership agreement.]
[Where parties lawfully
authorize other individuals or juridical persons to conclude contracts, specify
information of authorization document.]
[Where construction
contracts are concluded via electronic means, electronic transaction laws must
be adhered to.]
The parties hereby agree
to sign consulting service contract for construction design of ……… contract
package (number, name of contract package) under
…………project/construction works (name of project/construction works) as
follows:
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Pursuant to the Civil Code
dated November 24, 2015;
Pursuant to the Law on
Construction No. 135/2025/QH15 dated December 10, 2025;
Pursuant to Decree No.
210/2026/ND-CP dated June 15, 2026 of the Government elaborating the Law on
Construction pertaining to construction contract;
Pursuant to Decree No.
207/2026/ND-CP dated June 15, 2026 of the Government elaborating quality
management, construction execution, and maintenance of construction works;
Pursuant to Decree No.
217/2026/ND-CP dated June 19, 2026 of the Government elaborating the Law on
Construction pertaining to construction activities;
Pursuant to Decree No.
206/2026/ND-CP dated June 15, 2026 of the Government elaborating management of
construction investment;
Pursuant to Decree No.
212/2026/ND-CP dated June 17, 2026 of the Government on qualification
requirements in construction activities, information system, national database,
national database on construction activities;
Decision No. ………… dated
……… of ………… on approval of selection results of Awarded party of …………… contract
package [Name of contract package] and notice of winning bid No. ……… dated …………
of Project developer; lawful authorization for other individuals, juridical
persons to conclude contracts;
Other regulations of the
law, documents[1].
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____________________
[1] Such as: Record of contract negotiation; draft contact (if
any); etc.
PART 3. GENERAL CONDITIONS OF CONTRACTS
Article 1. Definitions
For the purposes of this
Contract, the following words and expressions shall have the meanings hereby assigned
to them:
1.1. The Awarding party is
…… (business name of Awarding party).
1.2. The Awarded party is
……… (business name of Awarded party).
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1.4. Construction works
mean ……… (name of construction works for which construction contract package
is executed by the Awarded party in accordance with this contract).
1.5. Project is the
project for ……… (name of project or project involving construction works for
which construction contract package is executed by the Awarded party in
accordance with this contract).
1.6. Representatives of
the Awarding party are legal representatives or other individuals, juridical
persons authorized to conclude contract as per the law.
1.7. Representatives of
the Awarded party are legal representatives or other individuals, juridical
persons authorized to conclude contract as per the law.
1.8. Project location is
the location specified under BD or the RFP (if any) of the Awarding party;
1.9. Letter of bid (if
any) is proposal of the Awarded party on which bid price for work execution
compliant with requirements of BD or RFP is specified.
1.10. Contract package is
……… (name of construction contract package executed by the Awarded party in
accordance with this contract).
1.11. Contract price is
the value specified in contract between the Awarding party and the Awarded
Party. Contract price is specified under Article [Contract price, advance,
payment].
1.12. Completion means
when the Awarded party fulfills all work according to terms and conditions
under the contract;
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1.14. HSDT or HSĐX (if
any) of the Awarded party are all documents compliant with Appendix No. ……
[HSDT or HSĐX (if any) of the Awarded party].
1.15. BD or RFP (if any)
of the Awarding party are all documents compliant with Appendix No. …… [BD or
RFP (if any) of the Awarding party].
1.16. Law refers to the
legal system of the Socialist Republic of Vietnam.
1.17. Identification code
of Project/Construction works is generated, updated, and managed in accordance
with Decree on qualification requirements in construction activities,
information system, national database on construction activities.
1.18. Day is understood as
a day in the Gregorian calendar; month is understood as a month in the
Gregorian calendar.
1.19. Working day refers
to any calendar day, except for Saturday, Sunday, public holiday or Lunar New
Year holiday as stipulated by the law.
1.20. Subcontractors are
contractors complaint with Article 19 of Decree No. 210/2026/ND-CP.
1.21. Contract documents
are documents listed in the contract according to Article [Contract dossiers
and order of priority].
1.22. Effective date of
contract is the date specified under [SCC];
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[The parties shall
decide, at their own discretion, on clarification and interpretation of terminologies
compliant with relevant law provisions.]
Article 2. Contract
documents and order of priority
2.1. Contract documents
consist of:
2.1.1. Construction
contract agreement (if any);
2.1.2. Notice of winning
bid or contractor designation;
2.1.3. Letter of bid;
2.1.4. Specific conditions
of construction contracts, terms of reference for contracts;
2.1.5. General conditions
of construction contracts;
2.1.6. Bidding documents
or Request for proposals of the Awarding party;
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2.1.8. Record of contract
negotiation, documents on amendments to construction contracts;
2.1.9. Appendices of
construction contracts;
2.1.10. Other relevant
documents.
2.2. Order of application
priority of documents in contract documents is specified under [SCC].
Article 3. Use of
documents, information related to contracts and copyright
3.1. Use of documents and
information related to the contract
3.1.1. Documents and
information that are products of the Awarded party within the framework of this
contract are owned by the Awarding party unless otherwise agreed upon by the
parties in the contract. The Awarded party may keep copies of these documents
and information but are not allowed to use in other purposes without written
approval of the Awarding party.
3.1.2. The Awarding party
and the Awarded party shall keep confidential and shall not, without the
written consent of the other party hereto, divulge to any third party any
documents, data, or other information furnished directly or indirectly by the
other party hereto in connection with the contract, whether such information
has been furnished prior to, during, or following completion or termination of
the contract. Notwithstanding the above, the Awarded party may furnish to its
subcontractor such documents, data, and other information it receives from the
Awarding party to the extent required for the subcontractor to perform its work
under the contract, in which event the Awarded party shall obtain from such
subcontractor an undertaking of confidentiality of these materials.
3.1.3. The Awarding party
must not use other documents, data, and information that it receives from the
Awarded party for any purposes not related to the contract. The Awarded party
must not use other documents, data, and information that it receives from the
Awarding party for any purposes not related to the contract.
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(i) Information which the
Awarding party or the Awarded party must provide for competent authorities;
(ii) Information that has
been or will be disclosed where neither the Awarding party or the Awarded party
is at fault;
(iii) Information that can
be proven to have been possessed by a party at the time of disclosure and was
not previously obtained, directly or indirectly, from the other party;
(iv) Information that
otherwise lawfully becomes available to that party from a third party that has
no obligation of confidentiality.
3.2. Copyright
3.2.1. All relevant
reports, data, and information such as maps, charts, plans, database, other
documents compiled or implemented by the Awarded party for the Awarding party
during contract execution must be placed under confidentiality and exclusive
ownership of the Awarding party, unless otherwise agreed by the parties.
3.2.2. As soon as the
contract is terminated or expired, the Awarded party has the obligation to
surrender all aforementioned documents to the Awarding party together with
detailed list of documents. The Awarded party may store copies of these documents,
data, software without using them for purposes that are not related to the
contract if the Awarding party has not issued written permission.
Where an agreement between
the Awarded party and a third party on use permission to develop, prepare
drawings, technical specifications, design, database, documents, and other
software is required, the Awarded party must obtain written approval from the
Awarding party first in respect of these agreements. The Awarding party has the
right to request compensation for costs relating to development of the
aforementioned drawings, technical specifications, design, database, documents,
and software.
3.2.3. The Awarded party
must guarantee that consulting service that it provides the Awarding party does
not infringe upon intellectual property of any third party.
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Awarding party.
Article 4.
Communication
4.1. Notice, declaration,
certificate, decision, etc. must be produced in written form and transferred
via post service, fax, or email to address provided by the parties in the
contract. Communication in form of electronic data exchange shall conform to
regulation on electronic transaction.
4.2. Where a party changes
business information, it must inform the other party in writing within the time
limit specified under the [SCC] from the date on which changes occur. In
respect of information that alters legal eligibility or otherwise affects
contract execution, parties shall sign contract appendices for joint
implementation. Where a party is not informed in a timely manner, the party
that makes the changes shall be responsible for damage that occurs as a result
of its failure to notify the other party in a timely manner.
Article 5. Applicable
laws and contract language
5.1. This contract is regulated
by Vietnamese legal system.
5.2. Contract language
shall be Vietnamese.
[Where contract is
developed with involvement of a foreign party, contract language shall be
Vietnamese and other languages agreed upon by the parties. Order of priority of
contract language shall be agreed upon by the parties. Where the parties do not
enter into an agreement regarding this matter, Vietnamese language shall be
given priority.]
Article 6. Details,
quantity of contract work and products
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6.1.1. Arranging
inspection of investment projects, technical-economic reports, total
investment;
6.1.2. Arranging
examination of technical design, construction design dossiers, construction
estimates;
6.1.3. Arranging
management of quality, quantity, execution schedule, and construction costs;
6.1.4. Arranging assurance
of safety and environmental hygiene of construction works;
6.1.5. Arranging
preparation of construction norms and unit price;
6.1.6. Arranging quality
examination of materials, quality inspection of construction works at request
of project developers;
6.1.7. Arranging
examination and certification of construction works quality;
6.1.8. Arranging
acceptance testing, payment, final settlement of the contract; payment, final
settlement of construction investment;
6.1.9. Arranging
acceptance testing and delivery of construction works;
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6.1.11. Conducting other
management work as per the law.
6.1.12. Managing execution
of construction contract of contractors who have entered into agreement with
project developer;
6.1.13. Reviewing,
examining schedule prepared by contractors, calibrating, re-preparing project
execution schedule (if necessary) in a manner consistent with approved overall
execution schedule and important milestones;
6.1.14. Assessing current
situations of project execution and having thorough understanding of project
execution procedures in order to prepare project management and control plans;
6.1.15. Evaluating changes
related to design; construction; procurement of materials, equipment,
occupational safety, environmental hygiene, and fire prevention and
firefighting; conducting test operation, acceptance testing, delivery of
construction works; providing operation training; recommending appropriate
solutions for project developers to ensure that the aforementioned changes do
not affect safety, quality, and schedule of project execution;
6.1.16. Assisting project
developers in reviewing, assessing contractor selection criteria (if any);
6.1.17. Examining,
reporting, monitoring provision of personnel and equipment of contractors;
6.1.18. Monitoring,
assessing, and reporting level of schedule fulfillment of contractors;
6.1.19. Reporting defects,
delay of work, execution schedule of contractors (if any) and requesting these
contractors to take rectifying, certifying measures in order to satisfy
execution schedule according to commitment with project developer. Depending on
solutions set by contractors, consulting entity shall conduct assessment and
develop solutions on the basis of their own assessment in order to finish the
project in a manner compliant with prepared plan;
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6.1.21. Advising and
assisting project developer in systematizing and controlling project documents;
6.1.22. Assisting project
developer in managing risks related to the project.
6.1.23. Assisting project
developer in examining, coordinating schedule and quality of design in
accordance with signed contract for construction design.
6.1.24. Examining,
reporting, consolidating changes or addition to the design during project
execution.
6.1.25. Assisting the
project developer in reviewing, examining, controlling preparation and
execution of construction plan;
6.1.26. Determining
primary factors that affect construction activities;
6.1.27. Construction site
preparation work of contractors such as: construction of temporary construction
works serving construction of other construction works (construction office;
consolidation yard for construction; temporary electrical, water system serving
construction process; temporary road network, temporary construction fences,
etc.), etc.;
6.1.28. Reviewing
mobilization of forces, construction machinery and equipment of contractors;
6.1.29. Construction
solutions of contractors;
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6.1.31. Procedures for
controlling construction quality of contractors;
6.1.32. Plans for
provision of materials and equipment of contractors;
6.1.33. Other plans in
service of construction process;
6.1.34. Assisting the
project developer in examining, supervising, coordinating contractors,
consulting contractors in order to ensure fulfillment of schedule, quality,
safety, environmental hygiene, fire prevention and firefighting requirements;
6.1.35.Reviewing,
examining, and recording construction log;
6.1.36. Reviewing,
examining documents of contractors, other consulting individuals according to
contract signed with the project developer;
6.1.37. Taking charge of
and presiding interdepartmental meetings at construction site and participating
in meetings led by the project developer;
6.1.38. Reviewing and
examining periodic (daily, weekly, and monthly) reports and other reports of
contractors;
6.1.39. Reviewing,
assessing work that arises or changes from approved plan and documents;
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6.1.41. Informing the
project developer about adequacy of work prior to acceptance testing;
6.1.42. Preparing and
coordinating plans for conducting experiment, inspection, test operation, and
acceptance testing consistent with schedule;
6.1.43. Examining plans
and conditions for conducting experiment, inspection, test operation,
acceptance testing, and delivery;
6.1.44. Examining,
supervising, expediting preparation and performance of solutions for ensuring
occupational, environmental hygiene, fire prevention and firefighting of
contractors;
6.1.45. Assisting the
project developer and users of construction works in understanding operating
mechanisms and necessary actions related to operation of construction works;
6.1.46. Examining training
of training contractors;
6.1.47. Examining,
supervising, providing training, instructions pertaining to operation and
technology transfer of contractors (if any);
6.1.48. Other scope of
work depending on agreement of the parties consistent with construction laws.
6.2. Products of the
contract are stipulated under the [SCC]
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Article 7. Product
quality and quantity requirements
7.1. Quality and quantity
of products must be consistent with concluded contract; ensure compliance with
regulations of the law on management of construction activities and management
of construction quality, execution, and construction work maintenance,
regulations and standards applicable to the contract. Errors in contract
products must be rectified by the Awarded party in accordance with contract
agreements.
7.2. Quantity of dossiers
on construction consulting products of the contract under [SCC].
Article 8. Period and
schedule of contract execution
8.1. Period for contract
execution is specified under [SCC]
8.2. Schedule of contract
execution is specified under Appendix No. …… [Schedule of work execution] where
total execution period is specified under [SCC].
8.3. Detail schedule:
Period and completed work
are specified under [SCC].
8.4. Where either party
faces difficulty during contract execution that causes a delay in contract
execution period, that party must inform the other party, provide reasons for
the delay, and state expected duration of delay. Where a party receives notice
sent by the other party pertaining to the delay, the former shall study and
consider. Where extension of time is approved, the parties shall negotiate and
conclude additional contract appendices.
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Article 9. Contract
price, advance payment, payment
9.1. Contract price
9.1.1. Contract pricing
method: Lump-sum contract
[The parties shall rely
on Clause 2 Article 6 of Decree No. 210/2026/ND-CP to choose appropriate
contract pricing method.]
9.1.2. Contract price
specified under [SCC].
9.1.3. Details of contract
prices:
a) Contract price consists
of all costs (personnel costs; costs for finalizing products after review and
inspection; costs for surveying (if any); traveling costs; etc. ; other
relevant costs) interest, other taxes, fees, charges that the Awarded party
must incur as per the law.
b) Contract price does not
include: Costs for meetings of Awarding party; costs for examination, approval
of contract products; unaccounted costs in construction price that the parties
have agreed upon, and guaranteed for compliance with regulations on management
of construction investment costs; etc.
9.2. Advance payment and
payment
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a) Advance payment amount
and installments are specified under the [SCC]
b) Repayment methods of
advance are stipulated under [SCC]
c) Within the time limit
specified in [SCC], the Awarding party shall provide the Awarded party with
advance payment specified in [SCC]
d) The Awarded party shall
submit collateral for contract advance payment to the Awarding party
corresponding to value, currency of advance, and within the time limit under
[SCC] from the effective date of contract. Collateral for contract advance
payment shall remain effective until advance payment has been fully paid and
shall be deducted corresponding to value of advance payment repaid.
9.2.2. Payment
a) Payment schedule
(i) Number of installments
under [SCC].
(ii) Value of each installment
that the Awarding party pays the Awarded party according to [SCC].
(iii) Within the period
specified under [SCC], from the date on which the Awarding party receives
adequate request for payment of the Awarded party, the Awarding party shall pay
the Awarded party.
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The Awarded party shall,
upon approaching payment or provisional payment installment deadline, transfer
payment documents to the Awarding party. Quantity and composition of payment
documents are specified under [SCC]
c) Payment methods are
specified under [SCC]
d) Payment currency shall
be Vietnam Dong (VND).
Article 10. Acceptance
testing of products
10.1. Basis for conducting
acceptance testing of products
10.1.1. Dossiers on
contract concluded by the parties, contract appendices, and documents on
contract amendment (if any).
10.1.2. List of technical
regulations, standards, instructions.
10.1.3. Legislative
documents, detailed planning, or zoning planning (at 1/500 or 1/2000 scale),
documents approving investment guidelines of projects promulgated by competent
regulatory authorities.
10.1.4. Documents
requesting amendment, review of dossiers of the Awarding party (if any).
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10.1.6. Notice of
construction design examination and inspection results of construction
authorities or presiding agencies according to applicable laws.
10.1.7. Other relevant
documents
10.2. Acceptance testing
of products
10.2.1. Acceptance testing
of products shall be conducted in stages/periods corresponding to schedule and
details of consulting tasks elaborated under [SCC]
10.2.2. The consulting
contractor has the responsibility to amend, finalize details that do not
satisfy requirements or errors in product dossiers in accordance with written
request of the Awarding party, remarks of inspection council, or construction
authorities within the scope of concluded contracts without charging extra.
Article 11. Rights,
obligations, and responsibilities of Awarded party
11.1. The Awarded party
has the right to
11.1.1. request the
project developer to promptly, adequately provide documents, dossiers, information,
and necessary conditions for performing work according to contract.
11.1.2. request
organizations and individuals engaged in project execution to cooperate,
provide information, documents, and dossiers within project management tasks
assigned by the project developer.
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11.1.4. participate in
meetings, scene inspection, working with agencies, organizations, and
contractors related to the project depending on assigned tasks.
11.1.5. request the
project developer to review, decide issues that extend beyond authority of consulting
contractor or issues that may affect investment schedule, quality, cost, and
objectives of the project.
11.1.6. request the
project developer to pay in a timely manner, pay loan interests that arise as a
result of failure to pay in a timely manner according to regulations on
construction contract and contract agreements; extend service provision period
and/or adjust contract price if provision of service is affected by actions,
delay, or violation of obligation of the project developer
11.1.7. recommend
amendment to contract execution schedule, scope of work, or contract price in
case of changes to tasks, scope of work, force majeure, or other objective
causes according to the contract and regulations of the law.
11.1.8. refuse request
made by the project developer or relevant parties if such request contradicts
the law, technical regulations, technical standards, or exceeds the scope of
work; send written notice and state reasons.
11.1.9. retain their
professional remarks in writing regarding decision of the project developer or
relevant parties that is deemed by consulting contract to potentially affect
quality, safety, effectiveness, or law compliance of the project.
11.1.10. exercise other
rights according to construction contracts and relevant law provisions.
11.2. The Awarded party
has the obligation and responsibility to
11.2.1. adequately
undertake consulting task for project management according to the contract,
Bidding documents/Request for proposals, appendices, and applicable Vietnamese
laws.
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11.2.3. prepare and
request project developer to approve plan, outline for work execution; arrange
implementation and update throughout project execution.
11.2.4. adequately assign
key personnel and necessary resources on the basis of list approved by the
project developer; personnel replacement must be approved by the project
developer in writing except for force majeure.
11.2.5. manage, supervise,
coordinate, and expedite contractors, consultants, relevant parties to
adequately comply with work scope, schedule, quality, safety, and contract
obligations.
11.2.6. frequently report,
provide information, documents, dossiers, and promptly warn project developer
about risks, issues, or problems that may affect project objectives.
11.2.7. participate in
meetings, work with regulatory authorities and relevant parties; assign
competent persons to handle arising issues at request of the project developer.
11.2.8. comply with lawful
direction of the project developer; send written notice upon identifying
direction that contradicts the law or affects quality, safety, schedule, or
effectiveness of the project.
11.2.9. manage
construction investment, control quantity, value of payment, final settlement,
and arising changes consistent with regulations of the law and the contract;
occupational safety, occupational health, fire prevention and firefighting,
environmental protection, and security requirements at construction site as per
applicable laws.
11.2.10. protect lawful
rights and interests of project developers within the scope of assigned work;
refrain from engaging in actions that result in conflict of interest or affect
independence, objectivity during task execution.
11.2.11. maintain
confidentiality of all information, data, documents, and dossiers related to
the project, unless otherwise approved by the project developer or otherwise
stipulated by the law; adequately store and transfer project management
documents, as-built documents and assist the project developer during warranty
period, final settlement period, or at request of competent authorities according
to the scope of contract.
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11.2.13. compensate for
damage that occurs as a result of their defaults, contract violations, or
violations of the law.
11.2.14. apply information
technology, digital transformation, renovation, and building information model
(BIM) during execution of work according to request of the contract.
11.2.15. exercise other
obligations and responsibilities according to contracts and relevant law
provisions.
Article 12. Rights,
obligations, and responsibilities of the Awarding party
12.1. The Awarding party
has the right to
12.1.1. request the
Awarded party to undertake work in accordance with scope of service, schedule,
quality, occupational safety, fire prevention and firefighting, and other
requirements according the contract.
12.1.2. examine,
supervise, request the Awarded party to file periodic or irregular reports on work
execution; request the Awarded party to address issues related to consulting
service for project management.
12.1.3. review, approve or
reject recommendations made by the Awarded party on the basis of compliance
with regulations of the law, investment objectives, and conditions of the
project.
12.1.4. request the
Awarded party to rectify errors, issues, or violations of contract obligations
caused by the Awarded party; replace consultants who do not meet qualification
requirements as per the law (if any).
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12.1.6. refuse
recommendations that are not reasonable or not consistent with contract
agreements within period under contract agreement and regulations of the law.
12.1.7. exercise other
rights as per the law.
12.2. The Awarding party
has the obligation and responsibility to:
12.2.1. adequately and
promptly provide the Awarded party with information, dossiers, data, legal
documents of the project, surveying documents, design documents, licenses,
written approval of competent regulatory authorities, other contracts signed
with contractors, and other documents related to scope of work of the Awarded
party. Project developer shall be responsible for legitimacy and adequacy of
documents and information that it provides.
12.2.2. designate
competent representatives in writing, assign competent and qualified personnel
to cooperate with the Awarded party throughout contract execution in accordance
with Appendix No. …… [Personnel of project developer].
12.2.3. cooperate and
enable the Awarded party to provide services according to the contract; ensure
that the Awarded party has access to the scene, documents, dossiers, and
relevant parties to a necessary extent for task execution.
12.2.4. review, respond to
recommendations, request, reports, or submitted documents of the Awarded party
in writing within …… (...) working days from the date on which it receives
adequate documents. All damage, costs overrun or time overrun that is a result
of delay in response, approval, or communication where the project developer is
at fault shall be eligible for consideration for corresponding adjustment in
terms of time and/or costs for the Awarded party.
12.2.5. pay the Awarded
party adequately, promptly, and via the correct payment methods in accordance
with payment conditions under the contract. In case failure to pay in a timely
manner, project developer has the responsibility to pay late payment interests
and other costs (if any) according to the contract and regulations of the law.
12.2.6. take charge of
reviewing, communicating, and agreeing with the Awarded party before deciding
on important matters that affect scope of work, schedule, costs, quality, or
obligations of the Awarded party according to the contract.
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12.2.8. arrange
examination, assessment of work results and sign periodic (monthly or
quarterly) acceptance testing record regarding actual working time of experts
and list of reports, project management dossiers submitted by the Awarded
party.
12.2.9. the project
developer's consideration, approval, signing of acceptance testing of periodic
reports, promulgation of written approval on the basis of advice, presentation
of the Awarded party shall not exempt, replace, nor lessen legal liabilities of
the Awarded party regarding accuracy, legitimacy, and technical quality of
conducted project management service.
12.2.10. assume
responsibility for damage, losses, cost overrun, time overrun caused by
violation of obligation of the project developer or by decisions, directions of
the project developer that do not conform to regulations of the law or the
contract.
12.2.11. exercise other
obligations and responsibilities as per the law.
Article 13. Settlement
of disputes and complaints during contract execution
13.1. Dispute settlement
during contract execution
13.1.1. Solutions for
settling contract disputes are specified under [SCC]
13.1.2. In the process of
settling disputes, the parties have the responsibility to fulfill contract
obligations in respect of work that is not affected by the disputes; must not
interrupt contract execution except for force majeure or at request of
competent authorities or in case of temporary suspension of contract execution
under Article [Temporary suspension of contract].
13.1.3. Regarding
application model of dispute settlement compliant with international practices
(hereinafter referred to as “dispute settlement body model”) as follows:
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b) Costs for paying
members of dispute settlement body and other relevant costs are specified under
[SCC].
13.2. Complaint during
contract execution
13.2.1. Complaint during
execution of the contract refers to a situation where a party discovers that
the other party fails to adequately exercise their obligations according to the
contract at which point the former requests the latter to adequately comply
with the contract. The former can then file a complaint against the latter
pertaining to these matters.
13.2.2. Where a party
files a complaint, the other party must provide specific reasoning and
presentation to clarify the complaint.
13.2.3. Complaints filed
by each party shall be sent to business address or communication address agreed
upon in the contract.
13.2.4. Time limit for
responding to complaint, written response to complaint, cases where complaint response
is not approved are specified under [SCC]
Article 14. Risk, force
majeure, fundamental changes in circumstances
14.1. Risk means a
possibility of events or circumstances during contract execution that may
damage, cause cost overrun, time overrun, or otherwise affect performance of
obligations of contract parties.
In respect of foreseeable
risks on the date on which contract conclusion takes place, the parties shall
negotiate in details about responsibility of each party for risk management,
handling, and rectification. Cases of foreseeable risks are specified under
[SCC].
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14.2.1. If a force majeure
situation arises, a party’s failure to carry out any of its obligations shall
not be deemed breach or default of the contract provided that the affected
party: a) has taken all reasonable, prudential and necessary alternative
actions, all of which serve for the purpose of performing the terms and
conditions of this contract, and b) continues to perform its obligations under
the contract to the extent that such performance is reasonable and realistic.
14.2.2. For purposes of
this contract, force majeure means an event or situation beyond the control of
parties that is not foreseeable, is unavoidable, and causes impossibility of
performance of contract not because of negligence or lack of care on the part
of any party. Such events may include, but not be limited to, wars, riots,
strikes, fires, floods, epidemics, quarantine restrictions, freight embargoes,
or regulatory regulations or policies.
14.2.3. If a force majeure
situation arises, the affected party shall promptly notify the other party in
writing of such condition and the cause thereof within 14 days from the day of
occurrence thereof. Simultaneously, it shall send the written confirmation of
such force majeure issued by a body having jurisdiction at the location of
occurrence.
The affected Awarded party
shall continue to perform its obligations under the contract as far as is
reasonably practical, and shall seek all reasonable alternative means for
performance in order to contain consequences thereof.
14.2.4. The period in
which a party must complete a work under this contract is extended by an
additional period that is as long as the period of time that the party is
unable to perform the work due to a force majeure event.
14.2.5. During period in
which service cannot be provided due to force majeure, at request of the
Awarding party, the Awarded party has the obligation to:
a) Stop mobilizing experts
in which case the Awarded party shall be refunded for costs that it has
incurred reasonably and necessarily. Where the Awarding party requests
continuation of service, the Awarded party shall also be refunded for such
costs; or
b) Continue to provide
service to a permissible extent in which case the Awarded party shall receive
payment consistent with contract clauses and be refunded for extra reasonable
and necessary costs.
Where disputes between the
parties due to force majeure arise or extend, disputes shall be settled in
accordance with Article [Settlement of disputes and complaints during contract
execution].
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Where the performance of
contract work is temporarily suspended due to force majeure consistent with
contract regulations and where actual duration of temporary suspension is
greater than duration of temporary suspension caused by the notified force
majeure, either party has the right to send notice of contract termination to
the other party. In this instance of termination, the Awarding party shall pay
the Awarded party:
a) for completed work
based on price listed in the contract.
b) for equipment and
materials ordered for contract package (if any) and transferred to the Awarded
party. Such equipment and materials shall be considered assets (and liabilities)
of the Awarding party after the Awarding party has paid and after which point
the Awarded party shall permits use by the Awarding party.
14.2.7. Force majeure
situations are specified under [SCC]
14.3. Fundamental changes
in circumstances in construction activities
14.3.1. Fundamental
changes in circumstances refer to changes in circumstances brought by objective
causes following contract conclusion the magnitude of which is so significant
that had the parties foreseen the situation, they would not have concluded the
contract or would have concluded the contract differently; where continued
execution of contract without amendment will cause serious damage to one of the
parties; where the party whose interests are affected have taken all necessary
measures within their power and appropriate to contract characteristics without
being able to prevent or mitigate damage to interest; which may include:
situations where the Government changes policies, regulations; unforeseeable
irregular geological events, and other situations that qualify conditions under
this point.
Events that are considered
changes in circumstances are specified under [SCC]
14.3.2. Notice of
fundamental changes in circumstances
a) Where a party
encounters fundamental changes in circumstances, it must inform the other party
and state affected work, degree to which work is affected, necessary measures
to prevent, mitigate the degree to which work is affected, recommendations for
contract amendment. The notified party must state whether or not it accepts or
provides other remarks within the time limit specified under [SCC].
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Article 15.
Subcontractors (if any)
15.1. The use of
subcontractors, subcontractors designated by the Awarding party are specified
under [SCC]
15.2. The Awarded party
shall be responsible to the Awarding party for schedule, quality, occupational
safety, environmental protection, their errors, and work conducted by
subcontractors.
15.3. Situations where the
Awarding party is allowed to designate subcontractors are specified under [SCC]
15.4. The Awarding party shall
directly pay subcontractors on the basis of recommendations of primary
contractors and contract agreements under [SCC]
Article 16. Personnel
of Awarded party
16.1. Personnel of the
Awarded party and subcontractors must meet capacity requirements, carry
practicing license compliant with the law, have qualifications and experience
appropriate to professional requirements and capacity requirements in
construction laws according to Appendix No. …… [Personnel of the Awarded
party].
16.2. Title, work, qualifications,
and expected execution time are specified under Appendix No. ……… [Personnel of
Awarded party]. In case of changes to personnel, the Awarded party must provide
reasons, personal background of replacement personnel to the Awarding party;
the replacement personnel must satisfy qualification requirements. Where the
Awarding party does not comment on replacement personnel within …… days from
the date on which it receives request of the Awarded party, the Awarding party
shall be considered to have approved replacement personnel.
16.3. The Awarding party
has the right to request the Awarded party to replace personnel who do not
satisfy requirements of the Awarding party or are not consistent with personnel
dossiers in the contract. In this case, the Awarded party must send written
notice to the Awarding party within ……… under [SCC] from the date on which it
receives request of the Awarding party pertaining to personnel replacement.
Unless otherwise stipulated, the Awarded party shall incur all costs that arise
as a result of personnel replacement. Salaries for replacement personnel shall
not exceed those of replaced personnel.
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16.5. Where working time
of personnel must be extended or extra personnel is needed due to increase to
workload agreed between the Awarding party and the Awarded party, the extra costs
shall be calculated on the basis of Appendix No. …… [Personnel of Awarded
party].
16.6. The Awarded party
shall arrange execution of work in accordance with approved schedule. Working
hours, overtime work, working time, non-working day, etc. shall conform to the
Labor Code. The Awarded party shall not calculate costs for overtime work
(since contract price already includes costs for overtime work).
Article 17. Amendment
of contract
17.1. Contents, scope, and
cases of contract amendment; procedures for amending contract are specified
under [SCC]
17.2. Adjustment to
contract workload
Cases where workload is
adjusted, scope, procedures for adjusting workload are elaborated under [SCC]
17.3. Time and schedule of
contract execution
17.3.1. Cases where adjustment
to time, schedule of contract execution, deadline for completion of contract
work and products, responsibility of each party for damage causes as a result
of delay in time, schedule, and deadline for completion of contract work,
products are elaborated under [SCC]
17.3.2. Where adjustment
to time or schedule of contract execution and deadline for completion of
specific contract work, products elaborated under [SCC] causes time for project
execution to be exceeded, the Awarding party shall report to and request
investment-decision makers to review, decide on adjustment to project execution
time before adjusting time, schedule of contract execution.
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[In respect of other
contract pricing methods, contract amendment shall conform to Articles 22, 23,
24, and 25 of Decree No. 210/2026/ND-CP]
[Contract parties shall
study relevant law provisions and specific guidelines hereunder to make
appropriate contract amendments]
Article 18. Temporary
suspension and termination of contract
18.1. Temporary suspension
of contract
18.1.1. Temporary
suspension of contract shall be adopted if any of the following situations
occurs:
a) Either party seriously
violates obligations under concluded contract;
b) Force majeure
consistent with Article [Risks, force majeure, and fundamental changes in
circumstances] occurs;
c) Temporary suspension is
implemented at request of competent authorities;
d) Changes to the law
occur and directly affect contract execution;
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18.1.2. The party that
temporarily suspends contract execution must inform the other party in advance,
including the reason, time, and legal consequences. Time limit for informing
the other party must be stipulated in the contract and shall be at most 28 days
except cases where contract execution is affected by force majeure. Parties
have the responsibility to negotiate in resolutions for continued implementation
according to concluded contracts. Where a party fails to notify the other party
and causes damage to the other party, it shall be responsible for compensating
according to agreement under [SCC]
18.2. Termination of
contract
18.2.1. Termination of
contract initiated by the Awarding party
The Awarding party may
terminate contract after ……… days according to [SCC] from the date on which it
sends notice on contract termination to the Awarded party. The Awarding party has
the right to terminate contract if:
a) The Awarded party fails
to comply with contract performance security under Article … (if the parties
agree on contract performance security).
b) The Awarded party fails
to rectify serious errors that it cannot remediate in the performance of their
tasks within ……… according to [SCC] which the Awarding party can accept from
the date on which the Awarded party receives notice of the Awarding party
regarding the errors.
c) The Awarded party fails
to continue work performance without a justifiable reason according to Article
[Time and schedule of contract execution] or the [SCC] or consecutively fails
to undertake contract work.
d) The Awarded party goes
bankrupt, becomes insolvent, is shut down, has its assets managed by others, is
required to negotiate with creditors, or is required to into receivership by a
person who is competent or authorized to manage assets for the interests of
such creditors, or has engaged in any other act or event analogous to the
foregoing (as prescribed in applicable law).
dd) The Awarded party
fails to comply with any final decision reached as a result of arbitration
proceedings pursuant to Article….. [Settlement of disputes and complaints
during contract execution].
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h) Force majeure compliant
with Article [Risks, force majeure, and fundamental changes in circumstances]
occurs.
Following contract
termination, the Awarding party may hire other Awarded parties to resume
consulting work. The Awarding party and these Awarded parties may use all
existing documents.
18.2.2. Termination of
contract initiated by the Awarded party
The Awarded party may
terminate the contract by filing a prior written notice to the Awarding party
at least …… according to [SCC] in the following cases:
a) Work is suspended due
to fault of the Awarding party for a period compliant with [SCC].
b) The Awarding party
fails to pay the Awarded party according to the contract where such failure is
not the subject of a dispute according to Article [Settlement of disputes and
complaints during contract execution] within ……… according to [SCC] from the
date on which the Awarding party receives adequate payment documents.
c) The Awarding party
fails to comply with any final decision reached as a result of arbitration
proceedings pursuant to Article [Settlement of disputes and complaints during
contract execution].
d) The Awarded party fails
to undertake an important part of work within …… period under [SCC] as a result
of force majeure.
dd) The Awarding party
becomes insolvent or bankrupt, is shut down, has its assets managed by others,
must enter into agreements with its creditors or go into receivership by a
person who is competent or authorized to act for the interests of such
creditors, or has engaged in any other act or event analogous to the foregoing
(as prescribed in the applicable law).
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18.2.4. Where either party
terminates the contract, as soon as documents on contract termination are sent
or received, the Awarded party shall take necessary steps to promptly bring
consulting service to a close and keep expenditure on this purpose to a
minimum.
18.2.5. Payment upon
termination of contract: Payment shall conform to Article [Contract price,
advance payment, payment] for work completed prior to effective termination
date (including expert remuneration, other costs, etc.).
Article 19. Final
settlement and finalization of contract
19.1. Final settlement of
contract
19.1.1. The Awarded party
has the responsibility to prepare documents on final settlement of the contract
for the type of contract that the parties have concluded.
19.1.2. Documents on final
settlement of contract consist of:
a) Record of acceptance
testing for completion of all work in contract scope and work that arises
beyond contract scope;
b) Calculation spreadsheet
for final settlement value (hereinafter referred to as “A-B settlement”), which
contains value of completed contractual work; value of work that arises beyond
contract scope (if any), value that has been paid or provisionally paid and
remaining value which the Awarding party is responsible for paying the Awarded
party;
c) Products of the
contract according to Article [Details, quantity of contract work and
products];
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19.2. Finalization of the
contract must be completed within …… days from the date on which the parties
fulfill contract obligations or the contract is terminated according to Article
[Temporary suspension and termination of contract].
Article 20. General
clauses
The parties shall agree
with all clauses, regulations, and conditions hereof. No agencies or
representatives of neither party have the right to make declaration, presentation,
promises, or agreements that are not stipulated in the contract. Neither party
is bound or held accountable to these provisions.
The parties shall
undertake to perform in a truthful, fair manner and ensure execution compliant
with contract objectives.
This contract enters into
force from the date specified under [SCC].
(In case effective
period of the contract is negotiated differently by the parties)
Number of pages, number of
appendices, number of copies, contract language, legitimacy, number of copies
kept by the Awarding party, number of copies kept by the Awarded party are
specified under [SCC]
PART 4. SPECIFIC CONDITIONS OF CONTRACT
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2.2. Order of priority in
application of dossiers in contract documents shall be …… [Specify order of
priority in which dossiers in contract documents are applied].
Article 4.
Communication
4.2. Within ……… days [Specify
the number of days]
Article 6. Details,
quantity of contract work and products
6.2. Contract products
consist of …… [Specify products which the Awarded party must fulfill and
provide for the Awarding party], including but not limited to documents on
schedule management, cost management, construction work quality management,
construction contract management, occupational safety management, and other
reports as per the law.
Article 7. Product
quality and quantity requirements
7.2. Quantity of documents
on construction consulting products of the contract is …… [Specify quantity
of documents].
Article 8. Period and
schedule of contract execution
8.1. Period of execution
of contract work is ……… [Specify number of days from the effective date of
the contract].
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9.1.2. Contract price is
determined to be …… [Specify the sum in words].
9.2.1. Advance payment:
a) Amount and number of
installments of advance payment [Specify advance payment amount and advance
payment installments]
b) Advance payment
repayment methods [Specify advance payments recovered where actual payment
value reaches …% contract value]
c) Within …… [Specify
number of days], the Awarding party shall transfer ……… [Specify advance
payment amount] to the Awarded party.
[Minimum advance
payment for consulting contracts: 15% contract price in case of contracts of
which price exceeds VND 10 billion; 20% contract price in case of contracts of
which price is up to VND 10 billion.]
[Advance payment shall
not exceed 30% contract price applicable on the date on which contract conclusion
takes place (including provisions if any). Where investment-decision maker is
Prime Minister, decision whether to increase advance payment amount above the
30% mark shall be made by ministers, figureheads of ministerial agencies,
Chairpersons of provincial People's Committees]
d) The Awarded party must
submit collateral for contract advance payment to the Awarding party
corresponding to the value, type of currency of advance payment and within …… [Specify
number of days] from the effective date of the contract.
9.2.2. Payment
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(i) Number of installments
[Specify number of installments]. The final installment after the
Awarded party finishes work according to contract obligation.
(ii) Value of payment that
the Awarding party pays the Awarded party in installments [Specify amounts
that the Awarding party pays the Awarded party in installments].
(iii) Within …… days [Specify
number of days] from the date on which the Awarding party receives
legitimate and adequate documents requesting payment from the Awarded party,
the Awarding party must pay the Awarded party.
b) Payment documents
Where each payment or
provisional payment is due, the Awarded party shall submit payment documents of
which quantity and contents are as follows [Specify quantity and contents of
payment documents]
c) Payment method [Specify
whether payment is made via transfer or other methods agreed upon by the
parties and consistent with relevant law provisions]
Article 10. Acceptance testing
of products
10.2.1. Acceptance testing
of products shall be conducted in … times [Specify number of times that
acceptance testing of products is conducted and work conducted in each
acceptance testing occasion].
The first acceptance
testing: [Specify work conducted in this acceptance testing occasion].
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……
The final acceptance
testing: After receiving all approved documents, dossiers, consulting products.
Article 13. Settlement
of disputes and complaints during contract execution
13.1.1. Methods for
settling contract disputes [Specify methods for settling contract disputes
in accordance with Clause 5 Article 86 of the Law on Construction agreed upon
by the parties. For the purpose of settling disputes, the parties must respect
contract agreements and commitments during contract execution, ensure
objectivity, equality, and cooperation]
13.1.3. Regarding
application model of dispute settlement compliant with international practices
(hereinafter referred to as “dispute settlement body model”) as follows:
a) The date on which
dispute settlement body is established [Specify agreement between the
parties on the date on which dispute settlement body is established (which can
be established immediately after signing contracts and operating regularly
during contract execution or after disputes take place), quantity,
qualification, education level, and experience of dispute settlement body
members consistent with requirements of contracts, characteristics, scope of
contract work; legal binding of decisions, advice pertaining to dispute
settlement; procedures for selecting dispute settlement body members,
procedures for taking subsequent actions where one party disagrees with
decision, advice pertaining to dispute settlement]
b) Remuneration for each
member of dispute settlement body and other relevant costs [Specify costs
incurred by each party].
13.2. Complaint during
contract execution
13.2.4. Time limit for responding
to complaints, written response to complaints, cases where response to
complaints is not approved …… [Specify time limit for responding to
complaints, whether the complaint is approved or not, justification]
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14.1. Risk means a
possibility of events or circumstances during contract execution that may
damage, cause cost overrun, time overrun, or otherwise affect performance of
obligations of contract parties.
a) In respect of foreseeable
risks on the date on which contract conclusion takes place, the parties shall
negotiate in details about responsibility of each party for risk management,
handling, and rectification. Foreseeable risks [Specify foreseeable risks
agreed upon by the parties].
c) Force majeure [Specify
force majeure agreed upon by the parties].
14.3. Fundamental changes
in circumstances in construction activities
14.3.1. Situations
considered changes in circumstances [Specify fundamental changes in
circumstances agreed upon by the parties and consistent with criteria of the
Civil Code]
14.3.2. Notice of
fundamental changes in circumstances
a) Where a party falls
into fundamental changes in circumstances, it must inform the other party as
soon as possible while stating affected work, the degree to which the work is
affected, and recommended rectification solutions or contract amendment. The
notified party must respond [Specify whether it agrees or disagrees or has
other remarks within …… days].
Article 15. Subcontractors
(if any)
15.1. The use of
subcontractors, subcontractors designated by the Awarding party: [Specify
the use of subcontractors, subcontractors designated by the Awarding party on
the basis of Article 19 of Decree No. 210/2026/ND-CP]
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15.4. The use of
temporarily imported, re-exported materials and equipment: [Specify the use
of materials and equipment temporarily imported, re-exported consistent with
principles under Article 19 of Decree No. 210/2026/ND-CP]
15.5. The Awarding party
is allowed to pay subcontractors on the basis of recommendations of primary
contractors and contract agreements: [Specify whether the Awarding party is
allowed or not]
Article 16. Personnel
of Awarded party
16.3. The Awarded party
must send notice to the Awarding party within …… [Specify number of days]
Article 17. Amendment
of contract
17.1. Contents, scope, and
cases of amendment to contract; procedures for amending contract [Specify
contents, scope, and cases of amendment to contract; procedures for amending
contract shall be negotiated by the parties compliant with Article 84 of the
Law on Construction and Articles 22, 23, 24, 25, and 26 of Decree No.
210/2026/ND-CP]
17.2. Cases where
adjustment to quantity is allowed, scope and procedures for adjusting quantity:
[Specify agreement between the parties pertaining to cases where adjustment
to quantity is allowed, scope and procedures for adjusting contract quantity on
the basis of Article 84 of the Law on Construction and Article 23 of Decree No.
210/2026/ND-CP]
17.3. Time and schedule of
contract execution
17.3.1. Cases where adjustment
to period, schedule of execution, and completion deadline of contract work and
products is allowed and responsibility of each party for damage caused by delay
to period, schedule of execution, or completion deadline of contract work and
products: [Specify agreement between the parties for cases where adjustment
to period, schedule of execution, and completion deadline of contract work and
products is allowed and responsibility of each party for damage caused by delay
to period, schedule of execution, or completion deadline of contract work and
products on the basis of Article 84 of the Law on Construction and Article 25
of Decree No. 210/2026/ND-CP]
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17.4. Adjustment to price
of lump-sum contract: Quantity and work under contract are adjusted in case of
reasonable changes (increase or decrease) to quantity, work due to adjustment
to scope of contract work at request of the Awarding party or request
recommendations of the Awarded party approved by the Awarding party or in case
of force majeure, fundamental changes in circumstances according to Article
[Risks, force majeure, and fundamental changes in circumstances]
Article 18. Temporary
suspension of contract
18.1.1. Temporary
suspension of contract shall be adopted if any of the following situations
occurs:
dd) A party temporarily
suspends contract execution [Specify situations, scope of temporary
suspension of contract (all or some of the work) which the Awarding party or
the Awarded party is allowed to temporarily suspend contract execution of]
18.2. The party that
temporarily suspends contract execution must inform the other party in advance,
including the reason, time, and legal consequences. Time limit for informing
the other party must be stipulated in the contract and shall be at most 28 days
except cases where contract execution is affected by force majeure. Parties
have the responsibility to negotiate in resolutions for continued
implementation according to concluded contracts. Where a party fails to notify
the other party and causes damage to the other party, it shall be responsible
for compensating according to agreement
[Specify any of the 2
compensation methods:
- Compensation on the
basis of all actual losses;
- Compensation on the
basis of a specified amount. In this case, specify amount of compensation,
methods for compensating, etc. consistent with civil laws and other relevant
law provisions].
Article 20. General
clauses
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This contract consists of
…… pages [Specify number of pages of the contract], and …… Appendix
(Appendices) [Specify number of Appendices in the contract], is
duplicated into …… copies [Specify number of contract copies] in
Vietnamese (or other languages or bilingual if any) of equal legitimacy.
The Awarding party shall keep …… copies [Specify number of copies that the
Awarding party keeps], the Awarded party shall keep …… copies [Specify
number of copies that the Awarded party keeps].
THE AWARDING PARTY OR LEGAL REPRESENTATIVE THEREOF
(Signature, title, signature, seal)
THE AWARDED PARTY OR LEGAL REPRESENTATIVE THEREOF
(Signature, title, signature, seal)
APPENDIX IV
TEMPLATE CONSULTING SERVICE
CONTRACT FOR CONSTRUCTION SUPERVISION
(Attached to Decree No. 1040/QD-BXD dated June 26, 2026 of the Minister of
Construction on template construction contract)
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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CONSTRUCTION CONTRACT
Consulting service for construction supervision
No. ………/………(year)/……… (Contract number)
Contract package …………… (contract package name and number)
under …………………… Project/Construction works (title,
identification code of Project/Construction works)
between
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and
(Business name of Awarded party)
TABLE OF CONTENTS
LIST OF ACRONYMS AND
ABBREVIATIONS
PART 1. BUSINESS
INFORMATION
PART 2. BASIS FOR
CONCLUDING CONTRACTS
PART 3. GENERAL CONDITIONS
OF CONTRACTS
Article 1. Definitions
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Article 3. Use of
documents, information related to contracts and copyright
Article 4. Communication
Article 5. Applicable laws
and contract language
Article 6. Details,
quantity of contract work and products
Article 7. Product quality
and quantity requirements
Article 8. Period and
schedule of contract execution
Article 9. Contract price,
advance payment, payment
Article 10. Acceptance
testing of products
Article 11. Rights,
obligations, and responsibilities of Awarded party
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Article 13. Settlement of
disputes and complaints during contract execution
Article 14. Risk, force
majeure, fundamental changes in circumstances
Article 15. Subcontractors
(if any)
Article 16. Personnel of
Awarded party
Article 17. Amendment of
contract
Article 18. Temporary
suspension and termination of contract
Article 19. Final
settlement and finalization of contract
Article 20. General
clauses
PART 4. SPECIFIC
CONDITIONS OF CONTRACT
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Article 4. Communication
Article 6. Details,
quantity of contract work and products
Article 7. Product quality
and quantity requirements
Article 8. Period and
schedule of contract execution
Article 9. Contract price,
advance payment, payment
Article 10. Acceptance
testing of products
Article 13. Settlement of
disputes and complaints during contract execution
Article 14. Risk, force
majeure, fundamental changes in circumstances
Article 15. Subcontractors
(if any)
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Article 17. Amendment of
contract
Article 18. Temporary
suspension of contract
Article 20. General
clauses
LIST OF ACRONYMS AND ABBREVIATIONS
GCC
Điều kiện chung (General
conditions)
SCC
Điều kiện cụ thể
(Specific conditions)
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Hồ sơ mời thầu (Bidding
document)
RFP
Hồ sơ yêu cầu (Request
for proposal)
HSDT
Hồ sơ dự thầu (Bid)
HSĐX
Hồ sơ đề xuất (Proposal)
PART 1. BUSINESS
INFORMATION
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1. Awarding party:
Business name: ………………
Representative (or
authorized person): Mr./Mrs./Ms. ……………… Title: ………
Address: ………
Account: ………
Taxpayer Identification
Number (TIN): ……………
Business registration (if
any): …………
Phone: ……………… Fax: ………………
Email: …………………
Together with:
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Business name: ………………
Representative (or
authorized person): Mr./Mrs./Ms. ……………… Title: ………
Address: ………
Account: ………
Taxpayer Identification
Number (TIN): ……………
Business registration (if
any): …………
Phone: ……………… Fax: ………………
Email: …………………
[Where Awarded party is
a contractor partnership, specify all information above of all partnership
members and assign a partnership representative according to assignment under
partnership agreement.]
[Where parties lawfully
authorize other individuals or juridical persons to conclude contracts, specify
information of authorization document.]
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The parties hereby agree
to sign consulting service contract for supervision of construction process of
……… contract package (number, name of contract package) under
…………project/construction works (name of project/construction works) as
follows:
PART 2. BASIS FOR CONCLUDING CONTRACTS
Pursuant to the Civil Code
dated November 24, 2015;
Pursuant to the Law on
Construction No. 135/2025/QH15 dated December 10, 2025;
Pursuant to Decree No.
210/2026/ND-CP dated June 15, 2026 of the Government elaborating the Law on
Construction pertaining to construction contract;
Pursuant to Decree No.
207/2026/ND-CP dated June 15, 2026 of the Government elaborating quality
management, construction execution, and maintenance of construction works;
Pursuant to Decree No.
217/2026/ND-CP dated June 19, 2026 of the Government elaborating the Law on
Construction pertaining to construction activities;
Pursuant to Decree No.
206/2026/ND-CP dated June 15, 2026 of the Government elaborating management of
construction investment;
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Decision No. ………… dated
……… of ………… on approval of selection results of Awarded party of …………… contract
package [Name of contract package] and notice of winning bid No. ……… dated …………
of Project developer; lawful authorization for other individuals, juridical
persons to conclude contracts;
Other regulations of the
law, documents[1].
[The parties shall
decide whether to adopt all or parts of the aforementioned legal basis and
other additional legislative documents for the purpose of contract conclusion.]
____________________
[1] Such as: Record of contract negotiation; draft contact (if
any); etc.
PART 3. GENERAL CONDITIONS OF CONTRACTS
Article 1. Definitions
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1.1. The Awarding party is
…… (business name of Awarding party).
1.2. The Awarded party is
……… (business name of Awarded party).
1.3. Party means either
the Awarding party or the Awarded party depending on the context.
1.4. Construction works
mean ……… (name of construction works for which construction contract package
is executed by the Awarded party in accordance with this contract).
1.5. Project is the
project for ……… (name of project or project involving construction works for
which construction contract package is executed by the Awarded party in
accordance with this contract).
1.6. Representatives of
the Awarding party are legal representatives or other individuals, juridical
persons authorized to conclude contract as per the law.
1.7. Representatives of
the Awarded party are legal representatives or other individuals, juridical
persons authorized to conclude contract as per the law.
1.8. Project location is
the location specified under BD or the RFP (if any) of the Awarding party;
1.9. Letter of bid (if
any) is proposal of the Awarded party on which bid price for work execution
compliant with requirements of BD or RFP is specified.
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1.11. Contract price is
the value specified in contract between the Awarding party and the Awarded
Party. Contract price is specified under Article [Contract price, advance,
payment].
1.12. Completion means
when the Awarded party fulfills all work according to terms and conditions
under the contract;
1.13. Contract refers to
an agreement between the Awarding party and the Awarded party, presented in
written form, concluded by the parties, including appendices and contract
attachments;
1.14. HSDT or HSĐX (if
any) of the Awarded party are all documents compliant with Appendix No. ……
[HSDT or HSĐX (if any) of the Awarded party].
1.15. BD or RFP (if any)
of the Awarding party are all documents compliant with Appendix No. …… [BD or
RFP (if any) of the Awarding party].
1.16. Law refers to the
legal system of the Socialist Republic of Vietnam.
1.17. Identification code
of Project/Construction works is generated, updated, and managed in accordance
with Decree on qualification requirements in construction activities,
information system, national database on construction activities.
1.18. Day is understood as
a day in the Gregorian calendar; month is understood as a month in the
Gregorian calendar.
1.19. Working day refers
to any calendar day, except for Saturday, Sunday, public holiday or Lunar New
Year holiday as stipulated by the law.
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1.21. Contract documents
are documents listed in the contract according to Article [Contract dossiers
and order of priority].
1.22. Effective date of
contract is the date specified under [SCC];
1.23. Period of
contractual task execution is the period of time that starts from the date on
which contract enters into force or the date on which tasks are undertaken
according to agreements between the parties until all contractual work is
completed and has passed acceptance testing according to contractual agreements
(including extension time according to contract regulations); excluding period
of warranty, period of designer's supervision and contract final settlement
procedures (if any).
[The parties shall
decide, at their own discretion, on clarification and interpretation of
terminologies compliant with relevant law provisions.]
Article 2. Contract
documents and order of priority
2.1. Contract documents
consist of:
2.1.1. Construction
contract agreement (if any);
2.1.2. Notice of winning
bid or contractor designation;
2.1.3. Letter of bid;
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2.1.5. General conditions
of construction contracts;
2.1.6. Bidding documents
or Request for proposals of the Awarding party;
2.1.7. Bids or Proposals
of the Awarded party;
2.1.8. Record of contract negotiation,
documents on amendments to construction contracts;
2.1.9. Appendices of
construction contracts;
2.1.10. Other relevant
documents.
2.2. Order of application
priority of documents in contract documents is specified under [SCC].
Article 3. Use of
documents, information related to contracts and copyright
3.1. Use of documents and
information related to the contract
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3.1.2. The Awarding party
and the Awarded party shall keep confidential and shall not, without the
written consent of the other party hereto, divulge to any third party any
documents, data, or other information furnished directly or indirectly by the
other party hereto in connection with the contract, whether such information
has been furnished prior to, during, or following completion or termination of
the contract. Notwithstanding the above, the Awarded party may furnish to its
subcontractor such documents, data, and other information it receives from the
Awarding party to the extent required for the subcontractor to perform its work
under the contract, in which event the Awarded party shall obtain from such
subcontractor an undertaking of confidentiality of these materials.
3.1.3. The Awarding party
must not use other documents, data, and information that it receives from the
Awarded party for any purposes not related to the contract. The Awarded party
must not use other documents, data, and information that it receives from the
Awarding party for any purposes not related to the contract.
3.1.4. Obligations of the
Awarding party and the Awarded party shall conform to Article on [Rights,
obligations, and responsibilities of the Awarded party] and Article on [Rights,
obligations, and responsibilities of the Awarding party] and shall not be
applicable to:
(i) Information which the
Awarding party or the Awarded party must provide for competent authorities;
(ii) Information that has
been or will be disclosed where neither the Awarding party or the Awarded party
is at fault;
(iii) Information that can
be proven to have been possessed by a party at the time of disclosure and was
not previously obtained, directly or indirectly, from the other party;
(iv) Information that
otherwise lawfully becomes available to that party from a third party that has
no obligation of confidentiality.
3.2. Copyright
3.2.1. All relevant
reports, data, and information such as maps, charts, plans, database, other
documents compiled or implemented by the Awarded party for the Awarding party
during contract execution must be placed under confidentiality and exclusive
ownership of the Awarding party, unless otherwise agreed by the parties.
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3.2.3.Where an agreement
between the Awarded party and a third party on use permission to develop,
prepare drawings, technical specifications, design, database, documents, and
other software is required, the Awarded party must obtain written approval from
the Awarding party first in respect of these agreements. The Awarding party has
the right to request compensation for costs relating to development of the
aforementioned drawings, technical specifications, design, database, documents,
and software.
Article 4.
Communication
4.1. Notice, declaration,
certificate, decision, etc. must be produced in written form and transferred
via post service, fax, or email to address provided by the parties in the
contract. Communication in form of electronic data exchange shall conform to
regulation on electronic transaction.
4.2. Where a party changes
business information, it must inform the other party in writing within the time
limit specified under the [SCC] from the date on which changes occur. In
respect of information that alters legal eligibility or otherwise affects
contract execution, parties shall sign contract appendices for joint
implementation. Where a party is not informed in a timely manner, the party
that makes the changes shall be responsible for damage that occurs as a result
of its failure to notify the other party in a timely manner.
Article 5. Applicable
laws and contract language
5.1. This contract is
regulated by Vietnamese legal system.
5.2. Contract language
shall be Vietnamese.
[Where contract is
developed with involvement of a foreign party, contract language shall be
Vietnamese and other languages agreed upon by the parties. Order of priority of
contract language shall be agreed upon by the parties. Where the parties do not
enter into an agreement regarding this matter, Vietnamese language shall be
given priority.]
Article 6. Details,
quantity of contract work and products
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6.1.1. Studying documents and
dossiers of construction works/project in service of construction supervision;
6.1.2. Surveying
construction site;
6.1.3. Examining
conformity of construction contractors' capacity to bid and construction
contract;
6.1.4. Reviewing and
approving details pertaining to preparation and submission to the Awarding
party for approval filed by contractors and requesting construction contractors
to amend details during construction process in order to stay in line with
practical situations and contract regulations;
6.1.5. Examining
construction arrangement of construction contractors relative to approved
construction solutions and safety measures;
6.1.6. Examining and
approving materials, structural elements, construction products, equipment used
in construction works;
6.1.7. Examining,
expediting construction contractors and other contractors to carry out
construction work at construction site according to construction design
requirements and construction schedule of construction works;
6.1.8. Supervising
compliance with regulations on safety management in construction; supervising
safety measures for adjacent construction works and monitoring operations;
6.1.9. Requesting the
Awarding party to arrange design adjustment upon discovering design errors or irregularities;
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6.1.11. Examining
construction laboratories, sampling, sample storage, and experiment for
conformance to construction stage. Examining, assessing experiment results
concerning materials, structural elements, construction products, monitoring
results during construction, and other relevant documents for acceptance
testing;
6.1.12. Arranging
controlled experiment and quality inspection of parts of construction works,
work items, construction works as per the law (if any);
6.1.13. Conducting
acceptance testing as per the law; examining and verifying completed
construction quantity; examining and verifying as-built drawings;
6.1.14. Exercising other
details according to contract regulations.
[If necessary, the
Awarding party shall reach a different agreement in accordance with Decree
elaborating the Law on Construction pertaining to management of construction
quality, construction execution, and construction maintenance.]
6.2. Products of the
contract are stipulated under the [SCC].
Article 7. Product
quality and quantity requirements
7.1. Quality requirements
The Awarded party must
prepare and send reports on construction supervision concerning details that it
oversees in construction supervision in accordance with Appendix … under Decree
elaborating the Law on Construction pertaining to quality management,
construction execution, construction maintenance to the Awarding party and
assume responsibility for accuracy, authenticity, and objectivity of contents
of these reports.
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Article 8. Period and
schedule of contract execution
8.1. Period for contract
execution is specified under [SCC]
8.2. Schedule of contract
execution and completion milestones of primary work are elaborated under
Appendix No. ……… [Contract execution schedule].
8.3. Where the Awarded
party or the Awarding party faces difficulty thereby causing failure to adhere
to contract execution schedule during contract execution, the party that faces
difficulty must inform the other party and state reasons for failure and
expected expansion of project schedule. The party that receives notice of
extension time shall study, consider, and decide. Where extension of time is
approved, the parties shall negotiate, adjust contract execution schedule, and
conclude documents on contract amendment in order to enable execution.
8.4. Where the delay is
caused by the Awarded party and causes extension of time, the Awarded party
shall not be allowed to increase contract price.
Article 9. Contract
price, advance payment, payment
9.1. Contract price
9.1.1. Contract pricing
method: Lump-sum contract
[The parties shall rely
on Clause 2 Article 6 of Decree No. 210/2026/ND-CP to choose appropriate
contract pricing method.]
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9.1.3. Details of contract
prices:
a) Contract price consists
of all costs (personnel costs; costs for finalizing products after review and inspection;
costs for surveying (if any); traveling costs; etc. ; other relevant costs)
interest, other taxes, fees, charges that the Awarded party must incur as per
the law.
b) Contract price does not
include: Costs for meetings of Awarding party; costs for examination, approval
of contract products; unaccounted costs in construction price that the parties
have agreed upon, and guaranteed for compliance with regulations on management
of construction investment costs; etc.
9.2. Advance payment and
payment
9.2.1. Advance payment:
a) Advance payment amount
and installments are specified under the [SCC]
b) Repayment methods of
advance are stipulated under [SCC]
c) Within the time limit
specified in [SCC], the Awarding party shall provide the Awarded party with
advance payment specified in [SCC]
d) The Awarded party shall
submit collateral for contract advance payment to the Awarding party
corresponding to value, currency of advance, and within the time limit under
[SCC] from the effective date of contract. Collateral for contract advance
payment shall remain effective until advance payment has been fully paid and
shall be deducted corresponding to value of advance payment repaid.
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a) Payment schedule
(i) Number of installments
under [SCC].
(ii) Value of each
installment that the Awarding party pays the Awarded party according to [SCC].
(iii) Within the period
specified under [SCC], from the date on which the Awarding party receives
adequate request for payment of the Awarded party, the Awarding party shall pay
the Awarded party.
b) Payment documents
The Awarded party shall,
upon approaching payment or provisional payment installment deadline, transfer
payment documents to the Awarding party. Quantity and composition of payment
documents are specified under [SCC]
c) Payment methods are
specified under [SCC]
d) Payment currency shall
be Vietnam Dong (VND).
Article 10. Acceptance
testing of products
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10.1.1. Dossiers on
contract concluded by the parties, contract appendices, and documents on
contract amendment (if any).
10.1.2. Approved
construction permit (if required), construction design, technical instructions,
construction solutions, safety measures, technical standards, technical
regulations applicable to construction works; documents of relevant authorities
(in fire prevention, firefighting, safety, hygiene, environment, national
defense and security, etc. if any);
10.1.3. List of technical
regulations, standards, and instructions applicable to project.
10.1.4. Qualification
documents of construction contractors.
10.1.5. Dossiers on
construction machinery and equipment that have been inspected.
10.1.6. List of existing
drawbacks, defects pertaining to quality, construction accidents in reporting
period (if any); drawbacks, defects pertaining to quality that have been
rectified in reporting period.
10.1.7. Documents
requesting amendment, review of dossiers of the Awarding party in early-term
and mid-term reporting period (if any).
10.1.8. Periodic reports
or reports in construction stages
10.1.9. Reports in case of
acceptance testing for construction stage, acceptance testing for completion of
contract package, work items, construction works.
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10.1.11. Documents on
acceptance testing and documents verifying construction results.
10.1.12. Record of
acceptance testing of construction work, acceptance testing of construction
stage, parts of construction works, completion of work items, construction
works as per the law.
10.1.13. Accepted and
approved as-built drawings.
10.1.14. Record of
acceptance testing of materials, productions, structural parts, equipment used
in construction works.
10.1.15. Other documents.
10.2. Acceptance testing
of products
10.2.1. Acceptance testing
of products shall be conducted in stages/periods corresponding to schedule and
details of consulting tasks elaborated under [SCC]
10.2.2. Acceptance testing
of products shall conform to Decree elaborating the Law on Construction
pertaining to quality management, construction execution, and maintenance of
construction works
Article 11. Rights,
obligations, and responsibilities of Awarded party
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11.1.1. request the
Awarding party to provide information, documents related to consulting tasks
and working equipment according to contract agreement (if any).
11.1.2. request the
Awarding party to provide information, documents related to consulting tasks
and working equipment according to contract agreement (if any).
11.1.3. propose amendment
to construction design consistent with construction situations in order to
ensure quality and effectiveness.
11.1.4. temporarily
suspend construction upon discovering safety risks or construction contractors'
failure to comply with construction design and promptly inform the project
developer.
11.1.5. propose reasonable
extra workload to the Awarding party; amend conditions of consulting services
in service of interest of the Awarded party or upon discovering factors that
affect quality of consulting service; pay subcontractors (if any) directly
according to contract agreements.
11.1.6. refuse
unreasonable work outside the scope of the contract and request that violate
the law of the Awarding party; subcontractors designated by the Awarding party
unless otherwise agreed in the contract or if contract requirements are not
met.
11.1.7. request the
Awarding party to pay in a timely manner, settle loan interests caused by late
payment according to regulations of the law on construction contract and
contract agreements.
11.1.8. engage in
acceptance testing of work, work items, completed construction works.
11.1.9. request the
Awarding party to conduct acceptance testing and receive delivery of contract
products.
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11.2. The Awarded party
has the obligation and responsibility to
11.2.1. conduct survey,
collect information, data, documents necessary for performance of contract
work.
11.2.2. conduct work in a
manner compliant with construction laws and other relevant law provisions.
11.2.3. provide documents,
dossiers and present remarks in meetings and reports.
11.2.4. supervise and
assume legal responsibility for quality of supervision work according to
construction contract.
11.2.5. submit reports and
documents to the Awarding party where quantity of documents and time limit for
submission are specified in the contract; fully and promptly provide relevant
information that may delay or hinder completion of work according to execution
schedule and propose implementation solutions.
11.2.6. complete work in a
manner that satisfies schedule and quality requirements and deliver consulting
products according to contract agreements.
11.2.7. assign competent
and qualified representatives to settle unresolved work at any time at request
of the Awarding party until construction works are delivered.
11.2.8. protect confidentiality
of information relating to contracts according to stipulation of construction
contracts or the law;
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11.2.10. comply with
requirements and guidelines of the Awarding party except for those that
contradict the law or cannot be implemented.
11.2.11. compensate for
damage caused by their failure to adequately comply with concluded contracts.
11.2.12. purchase
professional liability insurance as per the law.
11.2.13. pay taxes and
fees (if any) related to the contract.
11.2.14. refuse to conduct
acceptance testing if construction works do not meet quality requirements; do
not conform to technical standards, technical regulations, or construction
design requirements.
11.2.15. apply information
technology, digital transformation, renovation, and building information model
(BIM) during execution of work according to request of contract.
11.2.16. exercise other
obligations and responsibilities according to contracts and relevant law
provisions.
Article 12. Rights,
obligations, and responsibilities of the Awarding party
12.1. The Awarding party
has the right to
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12.1.2. Examine quality,
schedule of work execution without contract scope without obstructing regular
operation of the Awarded party.
12.1.3. Reject
recommendations that are unreasonable or not compliant with contract agreements
of the Awarded party within period under contract agreements and regulations of
the law; refuse to conduct acceptance testing or delivery of products that are
not consistent with contract agreements.
12.1.4. Possess and use
products according to contract agreements.
12.1.5. Designate
subcontractors if primary Awarded party does not satisfy requirements according
to concluded contracts; reject subcontractors commended by the Awarded party.
12.1.6. Request the
Awarded party to replace consulting individuals who do not satisfy
qualification requirements as per the law.
12.1.7. Exercise other
rights according to contracts and relevant law provisions.
12.2. The Awarding party
has the obligation and responsibility to:
12.2.1. Inform relevant
parties about rights and obligations of supervision consultants.
12.2.2. Promptly provide
dossiers, documents, instruments, relevant machinery and equipment, and
materials according to contract agreements (if any) and relevant law
provisions;
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12.2.4. Review, approve
list of subcontractors that satisfy qualification requirements and are not
listed in the contract at request of the Awarded party (if any).
12.2.5. Settle
recommendations of the Awarded party within their powers during contract
execution in a manner compliant with time limit agreed by the parties in the
contract.
12.2.6. Pay the Awarded
party in a manner compliant with payment schedule agreed upon in the contract;
interests caused by failure to pay in a timely manner according to regulations
of the law on construction contracts and contract agreements.
12.2.7. Protect
confidentiality of information relating to the contract according to
stipulation of construction contracts or the law.
12.2.8. Arrange acceptance
testing, reception, and delivery of contract products.
12.2.9. Be held
accountable for accuracy and adequacy of documents that it provides. Compensate
for the Awarded party if the Awarding party fails to provide accurate, adequate
information according to contract stipulation.
12.2.10. Review, approve or
reject recommendation of the Awarded party pertaining to work outside the
contract.
12.2.11. Adequately and
promptly communicate relevant information that may delay or obstruct
schedule-compliant completion of work and propose solutions for implementation.
12.2.12. Compensate for
damage that occurs as a result of choosing supervision consultants with
inadequate capacity or qualification for construction supervision, failing to
conduct acceptance testing of quantity, failing to adhere to design, or other
violations where the Awarding party is at fault.
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Article 13. Settlement
of disputes and complaints during contract execution
13.1. Dispute settlement
during contract execution
13.1.1. Solutions for
settling contract disputes are specified under [SCC]
13.1.2. In the process of
settling disputes, the parties have the responsibility to fulfill contract
obligations in respect of work that is not affected by the disputes; must not
interrupt contract execution except for force majeure or at request of
competent authorities or in case of temporary suspension of contract execution
under Article [Temporary suspension of contract].
13.1.3. Regarding application
model of dispute settlement compliant with international practices (hereinafter
referred to as “dispute settlement body model”) as follows:
a) The date on which
dispute settlement body is established is specified under [SCC]
b) Costs for paying
members of dispute settlement body and other relevant costs are specified under
[SCC].
13.2. Complaint during
contract execution
13.2.1. Complaint during
execution of the contract refers to a situation where a party discovers that
the other party fails to adequately exercise their obligations according to the
contract at which point the former requests the latter to adequately comply
with the contract. The former can then file a complaint against the latter
pertaining to these matters.
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13.2.3. Complaints filed
by each party shall be sent to business address or communication address agreed
upon in the contract.
13.2.4. Time limit for
responding to complaint, written response to complaint, cases where complaint
response is not approved are specified under [SCC]
Article 14. Risk, force
majeure, fundamental changes in circumstances
14.1. Risk means a
possibility of events or circumstances during contract execution that may
damage, cause cost overrun, time overrun, or otherwise affect performance of
obligations of contract parties.
In respect of foreseeable
risks on the date on which contract conclusion takes place, the parties shall
negotiate in details about responsibility of each party for risk management,
handling, and rectification. Cases of foreseeable risks are specified under
[SCC].
14.2. Force majeure means
unforeseeable risks on the date on which contract conclusion takes place which
cannot be rectified even if all necessary measures have been taken within
permissible capability.
14.2.1. If a force majeure
situation arises, a party’s failure to carry out any of its obligations shall
not be deemed breach or default of the contract provided that the affected
party: a) has taken all reasonable, prudential and necessary alternative
actions, all of which serve for the purpose of performing the terms and
conditions of this contract, and b) continues to perform its obligations under
the contract to the extent that such performance is reasonable and realistic.
14.2.2. For purposes of
this contract, force majeure means an event or situation beyond the control of
parties that is not foreseeable, is unavoidable, and causes impossibility of
performance of contract not because of negligence or lack of care on the part
of any party. Such events may include, but not be limited to, wars, riots,
strikes, fires, floods, epidemics, quarantine restrictions, freight embargoes,
or regulatory regulations or policies.
14.2.3. If a force majeure
situation arises, the affected party shall promptly notify the other party in
writing of such condition and the cause thereof within 14 days from the day of
occurrence thereof. Simultaneously, it shall send the written confirmation of
such force majeure issued by a body having jurisdiction at the location of
occurrence.
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14.2.4. The period in
which a party must complete a work under this contract is extended by an
additional period that is as long as the period of time that the party is
unable to perform the work due to a force majeure event.
14.2.5. During period in
which service cannot be provided due to force majeure, at request of the
Awarding party, the Awarded party has the obligation to:
a) Stop mobilizing experts
in which case the Awarded party shall be refunded for costs that it has
incurred reasonably and necessarily. Where the Awarding party requests
continuation of service, the Awarded party shall also be refunded for such
costs; or
b) Continue to provide
service to a permissible extent in which case the Awarded party shall receive
payment consistent with contract clauses and be refunded for extra reasonable
and necessary costs.
Where disputes between the
parties due to force majeure arise or extend, disputes shall be settled in
accordance with Article [Settlement of disputes and complaints during contract
execution].
14.2.6. Termination of
contract and payment of contract in case of force majeure (if any).
Where the performance of contract
work is temporarily suspended due to force majeure consistent with contract
regulations and where actual duration of temporary suspension is greater than
duration of temporary suspension caused by the notified force majeure, either
party has the right to send notice of contract termination to the other party.
In this case, the Awarding party shall pay the Awarded party for any completed
work for price specified in the contract.
14.2.7. Force majeure
situations are specified under [SCC]
14.3. Fundamental changes
in circumstances in construction activities
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Events that are considered
changes in circumstances are specified under [SCC]
14.3.2. Notice of
fundamental changes in circumstances
a) Where a party
encounters fundamental changes in circumstances, it must inform the other party
and state affected work, degree to which work is affected, necessary measures
to prevent, mitigate the degree to which work is affected, recommendations for
contract amendment. The notified party must state whether or not it accepts or
provides other remarks within the time limit specified under [SCC].
b) Where the party that
receives request for contract amendment does not accept or where the parties
fail to reach an agreement, the affected party may request the court to handle
as per the law.
Article 15.
Subcontractors (if any)
15.1. The use of
subcontractors, subcontractors designated by the Awarding party are specified
under [SCC]
15.2. The Awarded party
shall be responsible to the Awarding party for schedule, quality, occupational
safety, environmental protection, their errors, and work conducted by
subcontractors.
15.3. Situations where the
Awarding party is allowed to designate subcontractors are specified under [SCC]
15.4. The Awarding party
shall directly pay subcontractors on the basis of recommendations of primary
contractors and contract agreements under [SCC]
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16.1. Personnel of the
Awarded party and subcontractors must meet capacity requirements, carry
practicing license compliant with the law, have qualifications and experience
appropriate to professional requirements and capacity requirements in
construction laws according to Appendix No. …… [Personnel of the Awarded party].
16.2. Title, work,
qualifications, and expected execution time are specified under Appendix No.
……… [Personnel of Awarded party]. In case of changes to personnel, the Awarded
party must provide reasons, personal background of replacement personnel to the
Awarding party; the replacement personnel must satisfy qualification
requirements. Where the Awarding party does not comment on replacement
personnel within …… days from the date on which it receives request of the
Awarded party, the Awarding party shall be considered to have approved
replacement personnel.
16.3. The Awarding party
has the right to request the Awarded party to replace personnel who do not
satisfy requirements of the Awarding party or are not consistent with personnel
dossiers in the contract. In this case, the Awarded party must send written
notice to the Awarding party within ……… under [SCC] from the date on which it
receives request of the Awarding party pertaining to personnel replacement.
Unless otherwise stipulated, the Awarded party shall incur all costs that arise
as a result of personnel replacement. Salaries for replacement personnel shall
not exceed those of replaced personnel.
16.4. The Awarded party
may adjust working hours of personnel if necessary without increasing contract
price. Other adjustment shall only be implemented after the Awarding party has
granted approval.
16.5. Where working time
of personnel must be extended or extra personnel is needed due to increase to
workload agreed between the Awarding party and the Awarded party, the extra
costs shall be calculated on the basis of Appendix No. …… [Personnel of Awarded
party].
16.6. The Awarded party
shall arrange execution of work in accordance with approved schedule. Working
hours, overtime work, working time, non-working day, etc. shall conform to the
Labor Code. The Awarded party shall not calculate costs for overtime work
(since contract price already includes costs for overtime work).
Article 17. Amendment
of contract
17.1. Contents, scope, and
cases of contract amendment; procedures for amending contract are specified
under Specific conditions
17.2. Adjustment to
contract workload
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17.3. Time and schedule of
contract execution
17.3.1. Cases where
adjustment to time, schedule of contract execution, deadline for completion of
contract work and products, responsibility of each party for damage causes as a
result of delay in time, schedule, and deadline for completion of contract
work, products are elaborated under [SCC]
17.3.2. Where adjustment
to time or schedule of contract execution and deadline for completion of
specific contract work, products elaborated under [SCC] causes time for project
execution to be exceeded, the Awarding party shall report to and request
investment-decision makers to review, decide on adjustment to project execution
time before adjusting time, schedule of contract execution.
17.4. Adjustment to price
of lump-sum contract is elaborated under [SCC]
[In respect of other
contract pricing methods, contract amendment shall conform to Articles 22, 23,
24, and 25 of Decree No. 210/2026/ND-CP]
[Contract parties shall
study relevant law provisions and specific guidelines hereunder to make appropriate
contract amendments]
Article 18. Temporary
suspension and termination of contract
18.1. Temporary suspension
of contract
18.1.1. Temporary
suspension of contract shall be adopted if any of the following situations
occurs:
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b) Force majeure
consistent with Article [Risks, force majeure, and fundamental changes in
circumstances] occurs;
c) Temporary suspension is
implemented at request of competent authorities;
d) Changes to the law
occur and directly affect contract execution;
dd) A party is allowed to
temporarily suspend contract execution according to [SCC]
18.1.2. The party that
temporarily suspends contract execution must inform the other party in advance,
including the reason, time, and legal consequences. Time limit for informing
the other party must be stipulated in the contract and shall be at most 28 days
except cases where contract execution is affected by force majeure. Parties
have the responsibility to negotiate in resolutions for continued
implementation according to concluded contracts. Where a party fails to notify
the other party and causes damage to the other party, it shall be responsible
for compensating according to agreement under [SCC]
18.2. Termination of
contract
18.2.1. Termination of
contract initiated by the Awarding party
The Awarding party may
terminate contract after ……… days according to [SCC] from the date on which it
sends notice on contract termination to the Awarded party. The Awarding party
has the right to terminate contract if:
a) The Awarded party fails
to comply with contract performance security under Article … (if the parties
agree on contract performance security).
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c) The Awarded party fails
to continue work performance without a justifiable reason according to Article
[Time and schedule of contract execution] or the [SCC] or consecutively fails
to undertake contract work.
d) The Awarded party goes
bankrupt, becomes insolvent, is shut down, has its assets managed by others, is
required to negotiate with creditors, or is required to into receivership by a
person who is competent or authorized to manage assets for the interests of
such creditors, or has engaged in any other act or event analogous to the
foregoing (as prescribed in applicable law).
dd) The Awarded party
fails to comply with any final decision reached as a result of arbitration
proceedings pursuant to Article….. [Settlement of disputes and complaints
during contract execution].
g) The Awarded party has
intentionally provided the Awarding party with false or inaccurate documents
which thus adversely affect rights and interests of the Awarding party.
h) Force majeure compliant
with Article [Risks, force majeure, and fundamental changes in circumstances]
occurs.
Following contract
termination, the Awarding party may hire other Awarded parties to resume
consulting work. The Awarding party and these Awarded parties may use all
existing documents.
18.2.2. Termination of
contract initiated by the Awarded party
The Awarded party may
terminate the contract by filing a prior written notice to the Awarding party
at least …… according to [SCC] in the following cases:
a) Work is suspended due
to fault of the Awarding party for a period compliant with [SCC].
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c) The Awarding party
fails to comply with any final decision reached as a result of arbitration
proceedings pursuant to Article [Settlement of disputes and complaints during
contract execution].
d) The Awarded party fails
to undertake an important part of work within …… period under Specific
conditions as a result of force majeure.
dd) The Awarding party
becomes insolvent or bankrupt, is shut down, has its assets managed by others,
must enter into agreements with its creditors or go into receivership by a
person who is competent or authorized to act for the interests of such
creditors, or has engaged in any other act or event analogous to the foregoing
(as prescribed in the applicable law).
18.2.3. Upon termination
of the contract, rights and obligations of the parties shall also cease except
provisions on dispute settlement.
18.2.4. Where either party
terminates the contract, as soon as documents on contract termination are sent
or received, the Awarded party shall take necessary steps to promptly bring
consulting service to a close and keep expenditure on this purpose to a
minimum.
18.2.5. Payment upon
termination of contract: Payment shall conform to Article [Contract price,
advance payment, payment] for work completed prior to effective termination
date (including expert remuneration, other costs, etc.).
Article 19. Final
settlement and finalization of contract
19.1. Final settlement of
contract
19.1.1. The Awarded party
has the responsibility to prepare documents on final settlement of the contract
for the type of contract that the parties have concluded.
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a) Record of acceptance
testing for completion of all work in contract scope and work that arises
beyond contract scope;
b) Calculation spreadsheet
for final settlement value (hereinafter referred to as “A-B settlement”), which
contains value of completed contractual work; value of work that arises beyond
contract scope (if any), value that has been paid or provisionally paid and
remaining value which the Awarding party is responsible for paying the Awarded
party;
c) Products of the contract
according to Article [Details, quantity of contract work and products];
d) Other documents
according to contract agreements.
19.2. Finalization of the
contract must be completed within …… days from the date on which the parties
fulfill contract obligations or the contract is terminated according to Article
[Temporary suspension and termination of contract].
Article 20. General
clauses
The parties shall agree
with all clauses, regulations, and conditions hereof. No agencies or
representatives of neither party have the right to make declaration,
presentation, promises, or agreements that are not stipulated in the contract.
Neither party is bound or held accountable to these provisions.
The parties shall
undertake to perform in a truthful, fair manner and ensure execution compliant
with contract objectives.
This contract enters into
force from the date specified under [SCC].
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Number of pages, number of
appendices, number of copies, contract language, legitimacy, number of copies
kept by the Awarding party, number of copies kept by the Awarded party are
specified under [SCC]
PART 4. SPECIFIC CONDITIONS OF CONTRACT
Article 2. Contract
documents and order of priority
2.2. Order of priority in
application of dossiers in contract documents shall be …… [Specify order of
priority in which dossiers in contract documents are applied].
Article 4.
Communication
4.2. Within ……… days [Specify
the number of days]
Article 6. Details,
quantity of contract work and products
6.2. Products of the
contract consist of ……… [Specify products that the Awarded party must
undertake and submit to the Awarding party], including but not limited to:
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6.2.2. Reports in case of
acceptance testing for construction stage, acceptance testing for completion of
contract package, work items, construction works.
6.2.3. Reports at request of the Awarding party (if any).
6.2.4. Documents on
acceptance testing and documents verifying construction results.
6.2.5. Record of
acceptance testing of construction work, acceptance testing of construction
stage, parts of construction works, completion of work items, construction works
as per the law.
6.2.6. Accepted and
approved as-built drawings.
6.2.7. Other documents
according to contract regulations and relevant law provisions.
Article 7. Product
quality and quantity requirements
7.2. Quantity of documents
on construction consulting products of the contract is …… [Specify quantity
of documents].
Article 8. Period and
schedule of contract execution
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Article 9. Contract
price, advance payment, payment
9.1.2. Contract price is
determined to be …… [Specify the sum in words].
9.2.1. Advance payment:
a) Amount and number of
installments of advance payment [Specify advance payment amount and advance
payment installments]
b) Advance payment
repayment methods [Specify advance payments recovered where actual payment
value reaches …% contract value]
c) Within …… [Specify
number of days], the Awarding party shall transfer ……… [Specify advance
payment amount] to the Awarded party.
[Minimum advance
payment for consulting contracts: 15% contract price in case of contracts of
which price exceeds VND 10 billion; 20% contract price in case of contracts of
which price is up to VND 10 billion.]
[Advance payment shall
not exceed 30% contract price applicable on the date on which contract
conclusion takes place (including provisions if any). Where investment-decision
maker is Prime Minister, decision whether to increase advance payment amount
above the 30% mark shall be made by ministers, figureheads of ministerial
agencies, Chairpersons of provincial People's Committees]
d) The Awarded party must
submit collateral for contract advance payment to the Awarding party
corresponding to the value, type of currency of advance payment and within …… [Specify
number of days] from the effective date of the contract.
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a) Payment schedule
(i) Number of installments
[Specify number of installments]. The final installment after the
Awarded party finishes work according to contract obligation.
(ii) Value of payment that
the Awarding party pays the Awarded party in installments [Specify amounts
that the Awarding party pays the Awarded party in installments].
(iii) Within …… days [Specify
number of days] from the date on which the Awarding party receives
legitimate and adequate documents requesting payment from the Awarded party,
the Awarding party must pay the Awarded party.
b) Payment documents
Where each payment or
provisional payment is due, the Awarded party shall submit payment documents of
which quantity and contents are as follows [Specify quantity and contents of
payment documents]
c) Payment method [Specify
whether payment is made via transfer or other methods agreed upon by the
parties and consistent with relevant law provisions]
Article 10. Acceptance
testing of products
10.2.1. Acceptance testing
of products shall be conducted in … times [Specify number of times that
acceptance testing of products is conducted and work conducted in each
acceptance testing occasion].
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The second acceptance
testing: [Specify work conducted in this acceptance testing occasion].
……
Final acceptance testing: After
receiving adequate approved design documents, dossiers, and products.
Article 13. Settlement
of disputes and complaints during contract execution
13.1.1. Methods for
settling contract disputes [Specify methods for settling contract disputes
in accordance with Clause 5 Article 86 of the Law on Construction agreed upon
by the parties. For the purpose of settling disputes, the parties must respect
contract agreements and commitments during contract execution, ensure
objectivity, equality, and cooperation]
13.1.3. Regarding
application model of dispute settlement compliant with international practices
(hereinafter referred to as “dispute settlement body model”) as follows:
a) The date on which
dispute settlement body is established [Specify agreement between the
parties on the date on which dispute settlement body is established (which can
be established immediately after signing contracts and operating regularly
during contract execution or after disputes take place), quantity,
qualification, education level, and experience of dispute settlement body
members consistent with requirements of contracts, characteristics, scope of
contract work; legal binding of decisions, advice pertaining to dispute
settlement; procedures for selecting dispute settlement body members,
procedures for taking subsequent actions where one party disagrees with
decision, advice pertaining to dispute settlement]
b) Remuneration for each
member of dispute settlement body and other relevant costs [Specify costs
incurred by each party].
13.2. Complaint during
contract execution
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Article 14. Risk, force
majeure, fundamental changes in circumstances
14.1. Risk means a
possibility of events or circumstances during contract execution that may
damage, cause cost overrun, time overrun, or otherwise affect performance of
obligations of contract parties.
a) In respect of
foreseeable risks on the date on which contract conclusion takes place, the
parties shall negotiate in details about responsibility of each party for risk
management, handling, and rectification. Foreseeable risks [Specify
foreseeable risks agreed upon by the parties].
c) Force majeure [Specify
force majeure agreed upon by the parties].
14.3. Fundamental changes
in circumstances in construction activities
14.3.1. Situations
considered changes in circumstances [Specify fundamental changes in
circumstances agreed upon by the parties and consistent with criteria of the
Civil Code]
14.3.2. Notice of
fundamental changes in circumstances
a) Where a party falls
into fundamental changes in circumstances, it must inform the other party as
soon as possible while stating affected work, the degree to which the work is
affected, and recommended rectification solutions or contract amendment. The
notified party must respond [Specify whether it agrees or disagrees or has
other remarks within …… days].
Article 15.
Subcontractors (if any)
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15.3. Situation where the
Awarding party has the right to designate subcontractors: [Specify
situations where the Awarding party has the right to designate subcontractors]
15.4. The Awarding party
is allowed to pay subcontractors on the basis of recommendations of primary
contractors and contract agreements: [Specify whether the Awarding party is
allowed or not]
Article 16. Personnel
of Awarded party
16.3. The Awarded party
must send notice to the Awarding party within …… [Specify number of days]
Article 17. Amendment
of contract
17.1. Contents, scope, and
cases of amendment to contract; procedures for amending contract [Specify
contents, scope, and cases of amendment to contract; procedures for amending
contract shall be negotiated by the parties compliant with Article 84 of the
Law on Construction and Articles 22, 23, 24, 25, and 26 of Decree No.
210/2026/ND-CP]
17.2. Adjustment to
contract workload
Adjustment to contract
work load is elaborated as follows: [Specify agreements of the parties
pertaining to cases where adjustment to workload, scope is conducted and
procedures for adjusting contract workload on the basis of Article 84 of the
Law on Construction and Article 23 of Decree No. 210/2026/ND-CP]
17.3. Adjustment to time
and schedule of contract execution
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17.4. Adjustment to price
of lump-sum contract: Quantity and work under contract are adjusted in case of
reasonable changes (increase or decrease) to quantity, work due to adjustment
to scope of contract work at request of the Awarding party or request
recommendations of the Awarded party approved by the Awarding party or in case
of force majeure, fundamental changes in circumstances according to Article
[Risks, force majeure, and fundamental changes in circumstances]
Article 18. Temporary
suspension of contract
18.1.1. Temporary
suspension of contract shall be adopted if any of the following situations
occurs:
dd) A party temporarily
suspends contract execution [Specify situations, scope of temporary
suspension of contract (all or some of the work) which the Awarding party or
the Awarded party is allowed to temporarily suspend contract execution of]
18.2. The party that temporarily
suspends contract execution must inform the other party in advance, including
the reason, time, and legal consequences. Time limit for informing the other
party must be stipulated in the contract and shall be at most 28 days except
cases where contract execution is affected by force majeure. Parties have the
responsibility to negotiate in resolutions for continued implementation
according to concluded contracts. Where a party fails to notify the other party
and causes damage to the other party, it shall be responsible for compensating
according to agreement
[Specify any of the 2
compensation methods:
- Compensation on the
basis of all actual losses;
- Compensation on the
basis of a specified amount. In this case, specify amount of compensation, methods
for compensating, etc. consistent with civil laws and other relevant law
provisions].
Article 20. General
clauses
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This contract consists of
…… pages [Specify number of pages of the contract], and …… Appendix
(Appendices) [Specify number of Appendices in the contract], is
duplicated into …… copies [Specify number of contract copies] in
Vietnamese (or other languages or bilingual if any) of equal legitimacy.
The Awarding party shall keep …… copies [Specify number of copies that the
Awarding party keeps], the Awarded party shall keep …… copies [Specify
number of copies that the Awarded party keeps].
THE AWARDING PARTY OR LEGAL REPRESENTATIVE THEREOF
(Signature, title, signature, seal)
THE AWARDED PARTY OR LEGAL REPRESENTATIVE THEREOF
(Signature, title, signature, seal)
APPENDIX V
TEMPLATE CONSULTING SERVICE
CONTRACT FOR CONSTRUCTION SURVEYING
(Attached to Decree No. 1040/QD-BXD dated June 26, 2026 of the Minister of
Construction on template construction contract)
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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CONSULTING SERVICE CONTRACT FOR CONSTRUCTION SURVEYING
No. ………/………(year)/……… (Contract number)
Contract package …………… (contract package name and number)
under …………………… Project/Construction works (title,
identification code of Project/Construction works)
between
(business name of Awarding party)
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(business name of Awarded party)
TABLE OF CONTENTS
LIST OF ACRONYMS AND
ABBREVIATIONS
PART 1. BUSINESS
INFORMATION
PART 2. BASIS FOR
CONCLUDING CONTRACTS
PART 3. GENERAL CONDITIONS
OF CONTRACTS
Article 1. Definitions
Article 2. Contract
documents and order of priority
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Article 4. Communication
Article 5. Applicable laws
and contract language
Article 6. Details,
quantity of contract work and products
Article 7. Product quality
and quantity requirements
Article 8. Period and
schedule of contract execution
Article 9. Contract price,
advance payment, payment
Article 10. Acceptance
testing of products
Article 11. Rights,
obligations, and responsibilities of Awarded party
Article 12. Rights,
obligations, and responsibilities of the Awarding party
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Article 14. Risk, force
majeure, fundamental changes in circumstances
Article 15. Subcontractors
(if any)
Article 16. Personnel of
Awarded party
Article 17. Amendment of
contract
Article 18. Temporary
suspension and termination of contract
Article 19. Final
settlement and finalization of contract
Article 20. General
clauses
PART 4. SPECIFIC CONDITIONS
OF CONTRACT
Article 2. Contract
documents and order of priority
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Article 7. Product quality
and quantity requirements
Article 8. Period and
schedule of contract execution
Article 9. Contract price,
advance payment, payment
Article 10. Acceptance
testing of products
Article 13. Settlement of
disputes and complaints during contract execution
Article 14. Risk, force
majeure, fundamental changes in circumstances
Article 15. Subcontractors
(if any)
Article 16. Personnel of
Awarded party
Article 17. Amendment of
contract
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Article 20. General
clauses
LIST OF ACRONYMS AND ABBREVIATIONS
GCC
Điều kiện chung (General
conditions)
SCC
Điều kiện cụ thể
(Specific conditions)
BD
Hồ sơ mời thầu (Bidding
document)
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Hồ sơ yêu cầu (Request
for proposal)
HSDT
Hồ sơ dự thầu (Bid)
HSĐX
Hồ sơ đề xuất (Proposal)
PART 1. BUSINESS INFORMATION
Today, on ……………at … (location
and date), we, the parties, include:
1. Awarding party:
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Representative (or
authorized person): Mr./Mrs./Ms. ……………… Title: ………
Address: ………
Account: ………
Taxpayer Identification
Number (TIN): ……………
Business registration (if
any): …………
Phone: ……………… Fax: ………………
Email: …………………
Together with:
2. Awarded party:
Business name: ………………
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Address: ………
Account: ………
Taxpayer Identification
Number (TIN): ……………
Business registration (if
any): …………
Phone: ……………… Fax: ………………
Email: …………………
[Where Awarded party is
a contractor partnership, specify all information above of all partnership
members and assign a partnership representative according to assignment under
partnership agreement.]
[Where parties lawfully
authorize other individuals or juridical persons to conclude contracts, specify
information of authorization document.]
[Where construction
contracts are concluded via electronic means, electronic transaction laws must
be adhered to.]
The parties hereby agree
to sign consulting service contract for construction surveying of ……… contract
package (number, name of contract package) under
…………project/construction works (name of project/construction works) as
follows:
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PART 2. BASIS FOR CONCLUDING CONTRACTS
Pursuant to the Civil Code
dated November 24, 2015;
Pursuant to the Law on
Construction No. 135/2025/QH15 dated December 10, 2025;
Pursuant to Decree No.
210/2026/ND-CP dated June 15, 2026 of the Government elaborating the Law on
Construction pertaining to construction contract;
Pursuant to Decree No.
207/2026/ND-CP dated June 15, 2026 of the Government elaborating quality
management, construction execution, and maintenance of construction works;
Pursuant to Decree No.
217/2026/ND-CP dated June 19, 2026 of the Government elaborating the Law on
Construction pertaining to construction activities;
Pursuant to Decree No.
206/2026/ND-CP dated June 15, 2026 of the Government elaborating management of
construction investment;
Pursuant to Decree No.
212/2026/ND-CP dated June 17, 2026 of the Government on qualification
requirements in construction activities, information system, national database,
national database on construction activities;
Decision No. ………… dated ………
of ………… on approval of selection results of Awarded party of …………… contract
package [Name of contract package] and notice of winning bid No. ……… dated …………
of Project developer; lawful authorization for other individuals, juridical
persons to conclude contracts;
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[The parties shall
decide whether to adopt all or parts of the aforementioned legal basis and
other additional legislative documents for the purpose of contract conclusion.]
____________________
[1] Such as: Record of contract negotiation; draft contact (if
any); etc.
PART 3. GENERAL CONDITIONS OF CONTRACTS
Article 1. Definitions
For the purposes of this
Contract, the following words and expressions shall have the meanings hereby assigned
to them:
1.1. The Awarding party is
…… (business name of Awarding party).
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1.3. Party means either
the Awarding party or the Awarded party depending on the context.
1.4. Construction works
mean ……… (name of construction works for which construction contract package
is executed by the Awarded party in accordance with this contract).
1.5. Project is the
project for ……… (name of project or project involving construction works for
which construction contract package is executed by the Awarded party in
accordance with this contract).
1.6. Representatives of
the Awarding party are legal representatives or other individuals, juridical
persons authorized to conclude contract as per the law.
1.7. Representatives of
the Awarded party are legal representatives or other individuals, juridical
persons authorized to conclude contract as per the law.
1.8. Letter of bid (if
any) is proposal of the Awarded party on which bid price for work execution
compliant with requirements of BD or RFP is specified.
1.9. Contract package is
……… (name of construction contract package executed by the Awarded party in
accordance with this contract).
1.10. Contract price is
the value specified in contract between the Awarding party and the Awarded
Party. Contract price is specified under Article [Contract price, advance,
payment].
1.11. Completion means
when the Awarded party fulfills all work according to terms and conditions
under the contract;
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1.13. HSDT or HSDT (if
any) of the Awarded party are all documents compliant with Appendix No. ……
[HSDT or HSDX (if any) of the Awarded party].
1.14. BD or RFP (if any)
of the Awarding party are all documents compliant with Appendix No. …… [BD or
RFP (if any) of the Awarding party].
1.15. Law refers to the
legal system of the Socialist Republic of Vietnam.
1.16. Identification code
of Project/Construction works is generated, updated, and managed in accordance
with Decree on qualification requirements in construction activities,
information system, national database on construction activities.
1.17. Day is understood as
a day in the Gregorian calendar; month is understood as a month in the
Gregorian calendar.
1.18. Working day refers
to any calendar day, except for Saturday, Sunday, public holiday or Lunar New
Year holiday as stipulated by the law.
1.19. Subcontractors are
contractors complaint with Article 19 of Decree No. 210/2026/ND-CP.
1.20. Contract documents
are documents listed in the contract according to Article [Contract dossiers
and order of priority].
1.21. Effective date of
contract is the date specified under [SCC];
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[The parties shall
decide, at their own discretion, on clarification and interpretation of
terminologies compliant with relevant law provisions.]
Article 2. Contract
documents and order of priority
2.1. Contract documents
consist of:
2.1.1. Construction
contract agreement (if any);
2.1.2. Notice of winning
bid or contractor designation;
2.1.3. Letter of bid;
2.1.4. Specific conditions
of construction contracts, terms of reference for contracts;
2.1.5. General conditions
of construction contracts;
2.1.6. Bidding documents
or Request for proposals of the Awarding party;
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2.1.8. Record of contract
negotiation, documents on amendments to construction contracts;
2.1.9. Appendices of
construction contracts;
2.1.10. Other relevant
documents.
2.2. Order of application
priority of documents in contract documents is specified under [SCC].
Article 3. Use of
documents, information related to contracts and copyright
3.1. Use of documents and
information related to the contract
3.1.1. Documents and
information that are products of the Awarded party within the framework of this
contract are owned by the Awarding party unless otherwise agreed upon by the parties
in the contract. The Awarded party may keep copies of these documents and
information but are not allowed to use in other purposes without written
approval of the Awarding party.
3.1.2. The Awarding party
and the Awarded party shall keep confidential and shall not, without the
written consent of the other party hereto, divulge to any third party any
documents, data, or other information furnished directly or indirectly by the
other party hereto in connection with the contract, whether such information
has been furnished prior to, during, or following completion or termination of
the contract. Notwithstanding the above, the Awarded party may furnish to its
subcontractor such documents, data, and other information it receives from the
Awarding party to the extent required for the subcontractor to perform its work
under the contract, in which event the Awarded party shall obtain from such
subcontractor an undertaking of confidentiality of these materials.
3.1.3. The Awarding party
must not use other documents, data, and information that it receives from the
Awarded party for any purposes not related to the contract. The Awarded party
must not use other documents, data, and information that it receives from the
Awarding party for any purposes not related to the contract.
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a) Information which the
Awarding party or the Awarded party must provide for competent authorities;
b) Information that has
been or will be disclosed where neither the Awarding party or the Awarded party
is at fault;
c) Information that can be
proven to have been possessed by a party at the time of disclosure and was not
previously obtained, directly or indirectly, from the other party;
d) Information that
otherwise lawfully becomes available to that party from a third party that has
no obligation of confidentiality.
3.2. Copyright
3.2.1. All relevant
reports, data, and information such as maps, charts, plans, database, other
documents compiled or implemented by the Awarded party for the Awarding party during
contract execution must be placed under confidentiality and exclusive ownership
of the Awarding party, unless otherwise agreed by the parties.
As soon as the contract is
terminated or expired, the Awarded party has the obligation to surrender all aforementioned
documents to the Awarding party together with detailed list of documents. The
Awarded party may store copies of these documents, data, software without using
them for purposes that are not related to the contract if the Awarding party
has not issued written permission.
3.2.2.Where an agreement
between the Awarded party and a third party on use permission to develop,
prepare drawings, technical specifications, design, database, documents, and
other software is required, the Awarded party must obtain written approval from
the Awarding party first in respect of these agreements. The Awarding party has
the right to request compensation for costs relating to development of the
aforementioned drawings, technical specifications, design, database, documents,
and software.
3.2.3. The Awarded party
must guarantee that consulting service that it provides the Awarding party does
not infringe upon intellectual property of any third party.
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Article 4.
Communication
4.1. Notice, declaration,
certificate, decision, etc. must be produced in written form and transferred
via post service, fax, or email to address provided by the parties in the
contract. Communication in form of electronic data exchange shall conform to
regulation on electronic transaction.
4.2. Where a party changes
business information, it must inform the other party in writing within the time
limit specified under the [SCC] from the date on which changes occur. In
respect of information that alters legal eligibility or otherwise affects
contract execution, parties shall sign contract appendices for joint
implementation. Where a party is not informed in a timely manner, the party
that makes the changes shall be responsible for damage that occurs as a result
of its failure to notify the other party in a timely manner.
Article 5. Applicable
laws and contract language
5.1. This contract is
regulated by Vietnamese legal system.
5.2. Contract language
shall be Vietnamese.
[Where contract is
developed with involvement of a foreign party, contract language shall be
Vietnamese and other languages agreed upon by the parties. Order of priority of
contract language shall be agreed upon by the parties. Where the parties do not
enter into an agreement regarding this matter, Vietnamese language shall be
given priority.]
Article 6. Details,
quantity of contract work and products
6.1. Details and quantity
of contract work undertaken by the Awarded party shall be stipulated in the [BD
(or RFP) of the Awarding party] and agreement under record of contract
negotiation between the parties, including but not limited to:
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6.1.2. Site surveying;
determining topography, geological, hydrography conditions, current
construction works situations, technical infrastructures, and relevant factors
serving surveying operation.
6.1.3. Preparing and
submitting construction surveying tasks, surveying estimates (if the Awarded
party is in charge of this task) to the project developer for consideration and
approval.
6.1.4. Preparing technical
construction surveying solutions; conducting survey consistent with approved
survey tasks and applicable technical regulations and standards.
6.1.5. Establishing
cadastral limiting network; measuring, illustrating topography; preparing
topography maps and other measurement documents serving design process.
6.1.6. Surveying,
illustrating current situation of construction works, technical infrastructure
system above and below ground within the project vicinity.
6.1.7. Conducting
construction geological survey, hydrogeology survey, hydrography survey,
geophysics survey, and other specialized survey depending on project
requirements.
6.1.8. Conducting
exploratory drilling, surveying excavation, collecting soil, rock, water
samples; conducting on-site experiment, laboratory experiment, other necessary
examination and assessment in order to determine design parameters.
6.1.9. Monitoring,
supervising, and recording surveying data at request of surveying tasks and
applicable law provisions.
6.1.10. Processing,
calculating, analyzing surveying results; assessing natural, geological,
hydrography conditions and other factors affecting design and construction
solutions.
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6.1.12. Presenting,
amending surveying dossiers at request of the project developer, examining,
inspecting bodies, or other competent authorities within responsibility of the
contractors.
6.1.13. Conducting other
work related to construction surveying at request of the project developer and
consistent with applicable law provisions.
6.2. Products of construction
contract
6.2.1. Construction
surveying tasks (if the Awarded party is required to perform these tasks);
6.2.2. Technical
construction surveying solutions, including but not limited to details under Decree
elaborating the Law on Construction pertaining to management of construction
activities.
6.2.3. Reports on results
of technical construction surveying, including but not limited to details under
Decree elaborating the Law on Construction pertaining to management of
construction activities.
Article 7. Product
quality and quantity requirements
7.1. Quality and quantity
of products must be consistent with concluded contract; ensure compliance with
regulations of the law on management of construction projects and management of
construction quality, regulations and standards applicable to the contract.
Errors in contract products must be rectified by the contractors in accordance
with contract agreements.
7.2. Quantity of dossiers
on construction consulting products of the contract under [SCC].
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8.1. Period for contract
execution is specified under [SCC]
8.2. Schedule of contract
execution and completion milestones of primary work are elaborated under
Appendix No. ……… [Contract execution schedule].
8.3. Where the Awarded
party or the Awarding party faces difficulty thereby causing failure to adhere
to contract execution schedule during contract execution, the party that faces
difficulty must inform the other party and state reasons for failure and
expected expansion of project schedule. The party that receives notice of
extension of time shall study, consider, and decide. Where extension of time is
approved, the parties shall negotiate, adjust contract execution schedule, and
conclude documents on contract amendment in order to enable execution.
8.4. Where the delay is
caused by the Awarded party and causes extension of time, the Awarded party
shall not be allowed to increase contract price.
Article 9. Contract
price, advance payment, payment
9.1. Contract price
9.1.1. Contract pricing
method: Lump-sum contract
[The parties shall rely
on Clause 2 Article 6 of Decree No. 210/2026/ND-CP to choose appropriate
contract pricing method.]
9.1.2. Contract price
specified under [SCC].
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a) Contract price consists
of all costs (personnel costs; costs for finalizing products after review and
inspection; costs for surveying (if any); traveling costs; etc. ; other
relevant costs) interest, other taxes, fees, charges that the Awarded party
must incur as per the law.
b) Contract price does not
include: Costs for meetings of Awarding party; costs for examination, approval
of contract products; unaccounted costs in construction price that the parties
have agreed upon, and guaranteed for compliance with regulations on management
of construction investment costs; etc.
9.2. Advance payment and
payment
9.2.1. Advance payment:
a) Advance payment amount
and installments are specified under the [SCC]
b) Repayment methods of
advance are stipulated under [SCC]
c) Within the time limit
specified in [SCC], the Awarding party shall provide the Awarded party with
advance payment specified in [SCC]
d) The Awarded party shall
submit collateral for contract advance payment to the Awarding party
corresponding to value, currency of advance, and within the time limit under
[SCC] from the effective date of contract. Collateral for contract advance
payment shall remain effective until advance payment has been fully paid and
shall be deducted corresponding to value of advance payment repaid.
9.2.2. Payment
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(i) Number of installments
under [SCC].
(ii) Value of each
installment that the Awarding party pays the Awarded party according to [SCC].
(iii) Within the period
specified under [SCC], from the date on which the Awarding party receives
adequate request for payment of the Awarded party, the Awarding party shall pay
the Awarded party.
b) Payment documents
The Awarded party shall,
upon approaching payment or provisional payment installment deadline, transfer
payment documents to the Awarding party. Quantity and composition of payment
documents are specified under [SCC]
c) Payment methods are
specified under [SCC]
d) Payment currency shall
be Vietnam Dong (VND).
Article 10. Acceptance
testing of products
10.1. Basis for conducting
acceptance testing of products
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10.1.2. Documents,
dossiers on tasks, technical solutions, reports on approved construction
surveying results.
10.1.3. List of technical
regulations, standards, instructions.
10.1.4. Documents
requesting amendment, review of dossiers of the Awarding party (if any).
10.1.5. Other relevant
legislative documents.
10.2. Acceptance testing
of products
10.2.1. Acceptance testing
of products shall be conducted in stages/periods corresponding to schedule and
details elaborated under [SCC]
10.2.2. The consulting
contractor has the responsibility to amend, finalize details that do not
satisfy requirements or errors in product dossiers in accordance with written
request of the Awarding party, remarks of relevant authorities within the scope
of concluded contracts without charging extra.
Article 11. Rights,
obligations, and responsibilities of Awarded party
11.1. The Awarded party
has the right to
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11.1.2. propose reasonable
extra workload to the Awarding party; amend conditions of consulting services
in service of interest of the Awarded party or upon discovering factors that affect
quality of consulting service; pay subcontractors (if any) directly according
to contract agreements.
11.1.3. hire
subcontractors to undertake parts of the work in accordance with Article
[Subcontractors (if any)].
11.1.4. refuse
unreasonable work outside the scope of the contract and request that violate
the law of the Awarding party; subcontractors designated by the Awarding party
unless otherwise agreed in the contract or if contract requirements are not
met.
11.1.5. request the
Awarding party to pay in a timely manner, settle loan interests caused by late
payment according to regulations of the law on construction contract and
contract agreements.
11.1.6. request the
Awarding party to conduct acceptance testing and receive delivery of contract
products.
11.1.7. exercise other
rights according to construction contracts and relevant law provisions.
11.2. The Awarded party
has the obligation and responsibility to
11.2.1. conduct survey,
collect information, data, documents necessary for performance of contract
work.
11.2.2. conduct work in a
manner compliant with construction laws and other relevant law provisions.
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11.2.4. be held
accountable for results and quality of consulting products according to signed
contracts and regulations of the law.
11.2.5. submit reports and
documents to the Awarding party where quantity of documents and time limit for
submission are specified in the contract; fully and promptly provide relevant
information that may delay or hinder completion of work according to execution
schedule and propose implementation solutions.
11.2.6. complete work in a
manner that satisfies schedule and quality requirements and deliver consulting
products according to contract agreements.
11.2.7. assign competent
and qualified representatives to settle unresolved work at any time at request
of the Awarding party until construction works are delivered.
11.2.8. protect
confidentiality of information relating to contracts according to stipulation
of construction contracts or the law;
11.2.9. preserve and
return documents, working equipment provided by the Awarding party to the
Awarding party according to contracts after finishing work (if any).
11.2.10. comply with
requirements and guidelines of the Awarding party except for those that
contradict the law or cannot be implemented.
11.2.11. compensate for
damage caused by their failure to adequately comply with concluded contracts.
11.2.12. purchase
professional liability insurance as per the law.
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11.2.14. apply information
technology, digital transformation, renovation, and building information model
(BIM) during execution of work according to request of contract.
11.2.15. exercise other
obligations and responsibilities according to contracts and relevant law
provisions.
Article 12. Rights,
obligations, and responsibilities of the Awarding party
12.1. The Awarding party
has the right to
12.1.1. request the
Awarded party to deliver dossiers, documents related to contract products in a
manner consistent with concluded contracts; request amendment, addition for
products that do not satisfy quality requirements according to contract
agreements or request replacement of consulting individuals who do not satisfy
qualification requirements as per the law.
12.1.2. examine quality,
schedule of work execution without contract scope without obstructing regular
operation of the Awarded party.
12.1.3. reject
recommendations that are unreasonable or not compliant with contract agreements
of the Awarded party within period under contract agreements and regulations of
the law; refuse to conduct acceptance testing or delivery of products that are
not consistent with contract agreements.
12.1.4. possess and use
products according to contract agreements.
12.1.5. designate
subcontractors if primary Awarded party does not satisfy requirements according
to concluded contracts; reject subcontractors commended by the Awarded party.
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12.1.7. exercise other
rights according to contracts and relevant law provisions.
12.2. The Awarding party
has the obligation and responsibility to:
12.2.1. promptly provide
dossiers, documents, instruments, relevant machinery and equipment, and
materials according to contract agreements (if any) and relevant law
provisions;
12.2.2. research and
examine information on qualifications for construction activities of the
Awarded party.
12.2.3. review, approve
list of subcontractors that satisfy qualification requirements and are not
listed in the contract at request of the Awarded party (if any).
12.2.4. settle
recommendations of the Awarded party within their powers during contract
execution in a manner compliant with time limit agreed by the parties in the
contract.
12.2.5. pay the Awarded
party in a manner compliant with payment schedule agreed upon in the contract;
interests caused by failure to pay in a timely manner according to regulations
of the law on construction contracts and contract agreements.
12.2.6. protect confidentiality
of information relating to the contract according to stipulation of
construction contracts or the law.
12.2.7. arrange acceptance
testing, reception, and delivery of contract products.
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12.2.9. review, approve or
reject recommendation of the Awarded party pertaining to work outside the contract.
12.2.10. adequately and
promptly communicate relevant information that may delay or obstruct
schedule-compliant completion of work and propose solutions for implementation.
12.2.11. exercise other obligations
and responsibilities according to the contract and relevant law provisions.
Article 13. Settlement
of disputes and complaints during contract execution
13.1. Dispute settlement
during contract execution
13.1.1. Solutions for
settling contract disputes are specified under [SCC]
13.1.2. In the process of
settling disputes, the parties have the responsibility to fulfill contract
obligations in respect of work that is not affected by the disputes; must not
interrupt contract execution except for force majeure or at request of
competent authorities or in case of temporary suspension of contract execution
under Article [Temporary suspension of contract].
13.1.3. Regarding
application model of dispute settlement compliant with international practices
(hereinafter referred to as “dispute settlement body model”) as follows:
a) The date on which
dispute settlement body is established is specified under [SCC]
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13.2. Complaint during
contract execution
13.2.1. Complaint during
execution of the contract refers to a situation where a party discovers that
the other party fails to adequately exercise their obligations according to the
contract at which point the former requests the latter to adequately comply
with the contract. The former can then file a complaint against the latter
pertaining to these matters.
13.2.2. Where a party
files a complaint, the other party must provide specific reasoning and
presentation to clarify the complaint.
13.2.3. Complaints filed
by each party shall be sent to business address or communication address agreed
upon in the contract.
13.2.4. Time limit for
responding to complaint, written response to complaint, cases where complaint
response is not approved are specified under [SCC]
Article 14. Risk, force
majeure, fundamental changes in circumstances
14.1. Risk means a
possibility of events or circumstances during contract execution that may
damage, cause cost overrun, time overrun, or otherwise affect performance of
obligations of contract parties.
In respect of foreseeable
risks on the date on which contract conclusion takes place, the parties shall
negotiate in details about responsibility of each party for risk management,
handling, and rectification. Cases of foreseeable risks are specified under
[SCC].
14.2. Force majeure means
unforeseeable risks on the date on which contract conclusion takes place which
cannot be rectified even if all necessary measures have been taken within
permissible capability.
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14.2.2. For purposes of
this contract, force majeure means an event or situation beyond the control of
parties that is not foreseeable, is unavoidable, and causes impossibility of
performance of contract not because of negligence or lack of care on the part
of any party. Such events may include, but not be limited to, wars, riots,
strikes, fires, floods, epidemics, quarantine restrictions, freight embargoes,
or regulatory regulations or policies.
14.2.3. If a force majeure
situation arises, the affected party shall promptly notify the other party in
writing of such condition and the cause thereof within 14 days from the day of
occurrence thereof. Simultaneously, it shall send the written confirmation of
such force majeure issued by a body having jurisdiction at the location of
occurrence.
The affected Awarded party
shall continue to perform its obligations under the contract as far as is
reasonably practical, and shall seek all reasonable alternative means for
performance in order to contain consequences thereof.
14.2.4. The period in
which a party must complete a work under this contract is extended by an
additional period that is as long as the period of time that the party is
unable to perform the work due to a force majeure event.
14.2.5. During period in
which service cannot be provided due to force majeure, at request of the
Awarding party, the Awarded party has the obligation to:
a) Stop mobilizing experts
in which case the Awarded party shall be refunded for costs that it has
incurred reasonably and necessarily. Where the Awarding party requests
continuation of service, the Awarded party shall also be refunded for such
costs; or
b) Continue to provide
service to a permissible extent in which case the Awarded party shall receive
payment consistent with contract clauses and be refunded for extra reasonable
and necessary costs.
Where disputes between the
parties due to force majeure arise or extend, disputes shall be settled in
accordance with Article [Settlement of disputes and complaints during contract
execution].
14.2.6. Termination of
contract and payment of contract in case of force majeure (if any).
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14.2.7. Force majeure
situations are specified under [SCC]
14.3. Fundamental changes
in circumstances in construction activities
14.3.1. Fundamental changes
in circumstances refer to changes in circumstances brought by objective causes
following contract conclusion the magnitude of which is so significant that had
the parties foreseen the situation, they would not have concluded the contract
or would have concluded the contract differently; where continued execution of
contract without amendment will cause serious damage to one of the parties;
where the party whose interests are affected have taken all necessary measures
within their power and appropriate to contract characteristics without being
able to prevent or mitigate damage to interest; which may include: situations
where the Government changes policies, regulations; unforeseeable irregular
geological events, and other situations that qualify conditions under this
point.
Events that are considered
changes in circumstances are specified under [SCC]
14.3.2. Notice of
fundamental changes in circumstances
a) Where a party
encounters fundamental changes in circumstances, it must inform the other party
and state affected work, degree to which work is affected, necessary measures
to prevent, mitigate the degree to which work is affected, recommendations for
contract amendment. The notified party must state whether or not it accepts or
provides other remarks within the time limit specified under [SCC].
b) Where the party that
receives request for contract amendment does not accept or where the parties
fail to reach an agreement, the affected party may request the court to handle
as per the law.
Article 15.
Subcontractors (if any)
15.1. The use of
subcontractors, subcontractors designated by the Awarding party are specified
under [SCC]
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15.3. Situations where the
Awarding party is allowed to designate subcontractors are specified under [SCC]
15.4. The Awarding party
shall directly pay subcontractors on the basis of recommendations of primary
contractors and contract agreements under [SCC]
Article 16. Personnel
of Awarded party
16.1. Personnel of the
Awarded party and subcontractors must meet qualification requirements under
Appendix No. ……… [Personnel of Awarded party].
16.2. Title, work,
qualifications, and expected execution time are specified under Appendix No.
……… [Personnel of Awarded party]. In case of changes to personnel, the Awarded
party must provide reasons, personal background of replacement personnel to the
Awarding party; the replacement personnel must satisfy qualification
requirements. Where the Awarding party does not comment on replacement
personnel within …… days from the date on which it receives request of the
Awarded party, the Awarding party shall be considered to have approved
replacement personnel.
16.3. The Awarding party
has the right to request the Awarded party to replace personnel who do not
satisfy requirements of the Awarding party or are not consistent with personnel
dossiers in the contract. In this case, the Awarded party must send written
notice to the Awarding party within ……… under [SCC] from the date on which it
receives request of the Awarding party pertaining to personnel replacement.
Unless otherwise stipulated, the Awarded party shall incur all costs that arise
as a result of personnel replacement. Salaries for replacement personnel shall
not exceed those of replaced personnel.
16.4. The Awarded party
may adjust working hours of personnel if necessary without increasing contract
price. Other adjustment shall only be implemented after the Awarding party has
granted approval.
16.5. Where working time
of personnel must be extended or extra personnel is needed due to increase to
workload agreed between the Awarding party and the Awarded party, the extra
costs shall be calculated on the basis of Appendix No. …… [Personnel of Awarded
party].
16.6. The Awarded party
shall arrange execution of work in accordance with approved schedule. Working
hours, overtime work, working time, non-working day, etc. shall conform to the
Labor Code. The Awarded party shall not calculate costs for overtime work
(since contract price already includes costs for overtime work).
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17.1. Contents, scope, and
cases of contract amendment; procedures for amending contract are specified
under [SCC]
17.2. Adjustment to
contract workload
Cases where workload is
adjusted, scope, procedures for adjusting workload are elaborated under [SCC]
17.3. Time and schedule of
contract execution
17.3.1. Cases where
adjustment to time, schedule of contract execution, deadline for completion of
contract work and products, responsibility of each party for damage causes as a
result of delay in time, schedule, and deadline for completion of contract
work, products are elaborated under [SCC]
17.3.2. Where adjustment
to time or schedule of contract execution and deadline for completion of
specific contract work, products elaborated under [SCC] causes time for project
execution to be exceeded, the Awarding party shall report to and request
investment-decision makers to review, decide on adjustment to project execution
time before adjusting time, schedule of contract execution.
17.4. Adjustment to price
of lump-sum contract is elaborated under [SCC]
[In respect of other
contract pricing methods, contract amendment shall conform to Articles 22, 23,
24, and 25 of Decree No. 210/2026/ND-CP]
[Contract parties shall
study relevant law provisions and specific guidelines hereunder to make
appropriate contract amendments]
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18.1. Temporary suspension
of contract
18.1.1. Temporary
suspension of contract shall be adopted if any of the following situations
occurs:
a) Either party seriously violates
obligations under concluded contract;
b) Force majeure
consistent with Article [Risks, force majeure, and fundamental changes in
circumstances] occurs;
c) Temporary suspension is
implemented at request of competent authorities;
d) Changes to the law
occur and directly affect contract execution;
dd) A party is allowed to
temporarily suspend contract execution according to [SCC]
18.1.2. The party that
temporarily suspends contract execution must inform the other party in advance,
including the reason, time, and legal consequences. Time limit for informing
the other party must be stipulated in the contract and shall be at most 28 days
except cases where contract execution is affected by force majeure. Parties
have the responsibility to negotiate in resolutions for continued
implementation according to concluded contracts. Where a party fails to notify
the other party and causes damage to the other party, it shall be responsible
for compensating according to agreement under [SCC]
18.2. Termination of
contract
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The Awarding party may
terminate contract after ……… days according to [SCC] from the date on which it
sends notice on contract termination to the Awarded party. The Awarding party
has the right to terminate contract if:
a) The Awarded party fails
to comply with contract performance security (if agreed upon by the parties).
b) The Awarded party fails
to rectify serious errors that it cannot remediate in the performance of their
tasks within ……… according to [SCC] which the Awarding party can accept from
the date on which the Awarded party receives notice of the Awarding party
regarding the errors.
c) The Awarded party fails
to continue work performance without a justifiable reason according to Article
[Time and schedule of contract execution] or the [SCC] or consecutively fails
to undertake contract work.
d) The Awarded party goes
bankrupt, becomes insolvent, is shut down, has its assets managed by others, is
required to negotiate with creditors, or is required to into receivership by a
person who is competent or authorized to manage assets for the interests of
such creditors, or has engaged in any other act or event analogous to the
foregoing (as prescribed in applicable law).
dd) The Awarded party
fails to comply with any final decision reached as a result of arbitration
proceedings pursuant to Article….. [Settlement of disputes and complaints
during contract execution].
g) The Awarded party has
intentionally provided the Awarding party with false or inaccurate documents
which thus adversely affect rights and interests of the Awarding party.
h) Force majeure compliant
with Article [Risks, force majeure, and fundamental changes in circumstances]
occurs.
Following contract termination,
the Awarding party may hire other Awarded parties to resume consulting work.
The Awarding party and these Awarded parties may use all existing documents.
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The Awarded party may
terminate the contract by filing a prior written notice to the Awarding party
at least …… according to [SCC] in the following cases:
a) Work is suspended due
to fault of the Awarding party for a period compliant with [SCC].
b) The Awarding party
fails to pay the Awarded party according to the contract where such failure is
not the subject of a dispute according to Article [Settlement of disputes and
complaints during contract execution] within ……… according to [SCC] from the
date on which the Awarding party receives adequate payment documents.
c) The Awarding party
fails to comply with any final decision reached as a result of arbitration
proceedings pursuant to Article [Settlement of disputes and complaints during
contract execution].
d) The Awarded party fails
to undertake an important part of work within …… period under [SCC] as a result
of force majeure.
dd) The Awarding party
becomes insolvent or bankrupt, is shut down, has its assets managed by others,
must enter into agreements with its creditors or go into receivership by a
person who is competent or authorized to act for the interests of such
creditors, or has engaged in any other act or event analogous to the foregoing
(as prescribed in the applicable law).
18.2.3. Upon termination
of the contract, rights and obligations of the parties shall also cease except
provisions on dispute settlement.
18.2.4. Where either party
terminates the contract, as soon as documents on contract termination are sent
or received, the Awarded party shall take necessary steps to promptly bring
consulting service to a close and keep expenditure on this purpose to a
minimum.
18.2.5. Payment upon
termination of contract: Payment shall conform to Article [Contract price, advance
payment, payment] for work completed prior to effective termination date
(including expert remuneration, other costs, etc.).
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19.1. Final settlement of
contract
19.1.1. The Awarded party
has the responsibility to prepare documents on final settlement of the contract
for the type of contract that the parties have concluded.
19.1.2. Documents on final
settlement of contract consist of:
a) Record of acceptance
testing for completion of all work in contract scope and work that arises
beyond contract scope;
b) Calculation spreadsheet
for final settlement value (hereinafter referred to as “A-B settlement”), which
contains value of completed contractual work; value of work that arises beyond
contract scope (if any), value that has been paid or provisionally paid and
remaining value which the Awarding party is responsible for paying the Awarded
party;
c) Products of the
contract according to Article [Details, quantity of contract work and products];
d) Other documents
according to contract agreements.
19.2. Finalization of the
contract must be completed within …… days from the date on which the parties
fulfill contract obligations or the contract is terminated according to Article
[Temporary suspension and termination of contract].
Article 20. General
clauses
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The parties shall
undertake to perform in a truthful, fair manner and ensure execution compliant
with contract objectives.
This contract enters into
force from the date specified under [SCC].
(In case effective
period of the contract is negotiated differently by the parties)
Number of pages, number of
appendices, number of copies, contract language, legitimacy, number of copies
kept by the Awarding party, number of copies kept by the Awarded party are
specified under [SCC]
PART 4. SPECIFIC CONDITIONS OF CONTRACT
Article 2. Contract
documents and order of priority
2.2. Order of priority in
application of dossiers in contract documents shall be …… [Specify order of
priority in which dossiers in contract documents are applied].
Article 4.
Communication
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Article 7. Product
quality and quantity requirements
7.2. Quantity of documents
on construction consulting products of the contract is …… [Specify quantity
of documents].
Article 8. Period and
schedule of contract execution
8.1. Period for execution
of contract work is ……… [Specify number of days from the effective date of
the contract].
Article 9. Contract
price, advance payment, payment
9.1.2. Contract price is
determined to be …… [Specify the sum in words].
9.2.1. Advance payment:
a) Amount and number of
installments of advance payment [Specify advance payment amount and advance payment
installments]
b) Advance payment
repayment methods [Specify advance payments recovered where actual payment
value reaches …% contract value]
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[Minimum advance
payment for consulting contracts: 15% contract price in case of contracts of
which price exceeds VND 10 billion; 20% contract price in case of contracts of
which price is up to VND 10 billion.]
[Advance payment shall
not exceed 30% contract price applicable on the date on which contract
conclusion takes place (including provisions if any). Where investment-decision
maker is Prime Minister, decision whether to increase advance payment amount
above the 30% mark shall be made by ministers, figureheads of ministerial
agencies, Chairpersons of provincial People's Committees]
d) The Awarded party must
submit collateral for contract advance payment to the Awarding party
corresponding to the value, type of currency of advance payment and within …… [Specify
number of days] from the effective date of the contract.
9.2.2. Payment
a) Payment schedule
(i) Number of installments
[Specify number of installments]. The final installment after the Awarded
party finishes work according to contract obligation.
(ii) Value of payment that
the Awarding party pays the Awarded party in installments [Specify amounts
that the Awarding party pays the Awarded party in installments].
(iii) Within …… days [Specify
number of days] from the date on which the Awarding party receives
legitimate and adequate documents requesting payment from the Awarded party,
the Awarding party must pay the Awarded party.
b) Payment documents
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c) Payment method [Specify
whether payment is made via transfer or other methods agreed upon by the
parties and consistent with relevant law provisions]
Article 10. Acceptance
testing of products
10.2.1. Acceptance testing
of products shall be conducted in … times [Specify number of times that
acceptance testing of products is conducted and work conducted in each
acceptance testing occasion].
The first acceptance
testing: [Specify work conducted in this acceptance testing occasion].
The second acceptance
testing: [Specify work conducted in this acceptance testing occasion].
……
The final acceptance
testing: After receiving adequate documents, products, reports on construction
surveying results.
Article 13. Settlement
of disputes and complaints during contract execution
13.1.1. Methods for
settling contract disputes [Specify methods for settling contract disputes
in accordance with Clause 5 Article 86 of the Law on Construction agreed upon
by the parties. For the purpose of settling disputes, the parties must respect
contract agreements and commitments during contract execution, ensure objectivity,
equality, and cooperation]
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a) The date on which
dispute settlement body is established [Specify agreement between the
parties on the date on which dispute settlement body is established (which can
be established immediately after signing contracts and operating regularly
during contract execution or after disputes take place), quantity,
qualification, education level, and experience of dispute settlement body
members consistent with requirements of contracts, characteristics, scope of
contract work; legal binding of decisions, advice pertaining to dispute
settlement; procedures for selecting dispute settlement body members,
procedures for taking subsequent actions where one party disagrees with
decision, advice pertaining to dispute settlement]
b) Remuneration for each
member of dispute settlement body and other relevant costs [Specify costs
incurred by each party].
13.2. Complaint during
contract execution
13.2.4. Time limit for
responding to complaints, written response to complaints, cases where response
to complaints is not approved …… [Specify time limit for responding to
complaints, whether the complaint is approved or not, justification]
Article 14. Risk, force
majeure, fundamental changes in circumstances
14.1. Risk means a
possibility of events or circumstances during contract execution that may damage,
cause cost overrun, time overrun, or otherwise affect performance of
obligations of contract parties.
a) In respect of
foreseeable risks on the date on which contract conclusion takes place, the
parties shall negotiate in details about responsibility of each party for risk
management, handling, and rectification. Foreseeable risks [Specify
foreseeable risks agreed upon by the parties].
c) Force majeure [Specify
force majeure agreed upon by the parties].
14.3. Fundamental changes
in circumstances in construction activities
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14.3.2. Notice of
fundamental changes in circumstances
a) Where a party falls
into fundamental changes in circumstances, it must inform the other party as
soon as possible while stating affected work, the degree to which the work is
affected, and recommended rectification solutions or contract amendment. The
notified party must respond [Specify whether it agrees or disagrees or has
other remarks within …… days].
Article 15.
Subcontractors (if any)
15.1. The use of
subcontractors, subcontractors designated by the Awarding party: [Specify
the use of subcontractors, subcontractors designated by the Awarding party on
the basis of Article 19 of Decree No. 210/2026/ND-CP]
15.3. Situation where the
Awarding party has the right to designate subcontractors: [Specify
situations where the Awarding party has the right to designate subcontractors]
15.5. The Awarding party
is allowed to pay subcontractors on the basis of recommendations of primary
contractors and contract agreements: [Specify whether the Awarding party is
allowed or not]
Article 16. Personnel
of Awarded party
16.3. The Awarded party
must send notice to the Awarding party within …… [Specify number of days]
Article 17. Amendment
of contract
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17.2. Adjustment to contract
workload
Adjustment to contract
work load is elaborated as follows: [Specify agreements of the parties
pertaining to cases where adjustment to workload, scope is conducted and
procedures for adjusting contract workload on the basis of Article 84 of the
Law on Construction and Article 23 of Decree No. 210/2026/ND-CP]
17.3. Adjustment to time
and schedule of contract execution
Cases where adjustment to
time, schedule, and completion deadline for specific contract work and products
is conducted and responsibilities of each party for damage caused by delay in
time, schedule, and completion deadline of specific contract work and products
are specified as follows: [Specify agreement between the parties pertaining
to cases where adjustment to unit price and price of contract is conducted;
methods for adjusting unit price and price of contract on the basis of Article
84 of the Law on construction and Article 25 of Decree No. 210/2026/ND-CP]
17.4. Adjustment to price
of lump-sum contract: Quantity and work under contract are adjusted in case of
reasonable changes (increase or decrease) to quantity, work due to adjustment
to scope of contract work at request of the Awarding party or request
recommendations of the Awarded party approved by the Awarding party or in case
of force majeure, fundamental changes in circumstances according to Article
[Risks, force majeure, and fundamental changes in circumstances]
Article 18. Temporary
suspension of contract
18.1.1. Temporary
suspension of contract shall be adopted if any of the following situations
occurs:
dd) A party temporarily
suspends contract execution [Specify situations, scope of temporary
suspension of contract (all or some of the work) which the Awarding party or
the Awarded party is allowed to temporarily suspend contract execution of]
18.2. The party that
temporarily suspends contract execution must inform the other party in advance,
including the reason, time, and legal consequences. Time limit for informing
the other party must be stipulated in the contract and shall be at most 28 days
except cases where contract execution is affected by force majeure. Parties
have the responsibility to negotiate in resolutions for continued
implementation according to concluded contracts. Where a party fails to notify
the other party and causes damage to the other party, it shall be responsible
for compensating according to agreement
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- Compensation on the
basis of all actual losses;
- Compensation on the
basis of a specified amount. In this case, specify amount of compensation,
methods for compensating, etc. consistent with civil laws and other relevant
law provisions].
Article 20. General
clauses
This contract enters into
force from …… [Specify effective date of the contract].
This contract consists of
…… pages [Specify number of pages of the contract], and …… Appendix
(Appendices) [Specify number of Appendices in the contract], is
duplicated into …… copies [Specify number of contract copies] in
Vietnamese (or other languages or bilingual if any) of equal legitimacy.
The Awarding party shall keep …… copies [Specify number of copies that the
Awarding party keeps], the Awarded party shall keep …… copies [Specify
number of copies that the Awarded party keeps].
THE AWARDING PARTY OR LEGAL REPRESENTATIVE THEREOF
(Signature, title, signature, seal)
THE AWARDED PARTY OR LEGAL REPRESENTATIVE THEREOF
(Signature, title, signature, seal)
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TEMPLATE CONTRACT FOR CONSTRUCTION
EXECUTION
(Attached to Decree No. 1040/QD-BXD dated June 26, 2026 of the Minister of
Construction on template construction contract)
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
---------------
…………………………… (Location and date)
CONTRACT FOR CONSTRUCTION EXECUTION
No. ……/………… (year)/……(contract number)
Contract package …………… (contract package name and number)
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between
(business name of Awarding party)
and
(business name of Awarded party)
TABLE OF CONTENTS
LIST OF ACRONYMS AND
ABBREVIATIONS
PART 1. BUSINESS
INFORMATION OF THE AWARDING PARTY, THE AWARDED PARTY
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PART 3. GENERAL CONDITIONS
OF CONTRACTS
Article 1. Definitions
Article 2. Contract
documents and order of priority
Article 3. Applicable law
and contract language
Article 4. Notices
Article 5. Contract
performance security and advance payment security
Article 6. Details and quantity
of work
Article 7. Applicable
quality and technical requirements; acceptance testing and delivery of products
of construction contracts
Article 8. Period and
schedule of contract execution
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Article 10. Amendment of
contract
Article 11. Rights and
obligations of the Awarding party
Article 12. Rights and
obligations of the Awarded party
Article 13. Rights and
obligations of project management consultants (if any)
Article 14. Rights and
obligations of construction supervision consultants (if any)
Article 15. Subcontractors
Article 16. Occupational
safety, environmental protection, and fire prevention and firefighting
Article 17. Electricity,
water, and construction site security
Article 18. Temporary
suspension of contract
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Article 20. Insurance and
warranty
Article 21. Risk, force
majeure, fundamental changes in circumstances
Article 22. Compensation
events
Article 23. Contract
bonuses and violation penalties
Article 24. Complaints and
settlement of disputes
Article 25. Final
settlement and finalization of contract
Article 26. Contract
Effectiveness
Article 27. General
clauses
PART 4. SPECIFIC
CONDITIONS OF CONTRACT
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Article 2. Contract
documents and order of priority
Article 3. Applicable law
and contract language
Article 4. Notices
Article 5. Contract
performance security and advance payment security
Article 6. Details and
quantity of work
Article 7. Applicable
quality and technical requirements; acceptance testing and delivery of products
of construction contracts
Article 8. Period and
schedule of contract execution
Article 9. Contract price,
advance payment, payment
Article 10. Amendment of
contract
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Article 18. Temporary
suspension of contract
Article 19. Termination
Article 21. Risk, force
majeure, fundamental changes in circumstances
Article 22. Compensation
events
Article 24. Complaints and
settlement of disputes
Article 25. Final settlement
and finalization of contract
Article 26. Contract
Effectiveness
LIST OF ACRONYMS AND ABBREVIATIONS
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Điều kiện cụ thể
(Specific conditions)
HSDT
Hồ sơ dự thầu (Bid)
HSDX
Hồ sơ đề xuất (Proposal)
BD
Hồ sơ mời thầu (Bidding
document)
RFP
Hồ sơ yêu cầu (Request
for proposal)
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Vietnam Dong
PART 1. BUSINESS INFORMATION OF THE AWARDING PARTY, THE
AWARDED PARTY
Today, on ……………at … (location
and date), we, the parties, include:
1. Awarding party:
Business name: ………………
Representative (or
authorized person): Mr./Mrs./Ms. ……………… Title: ………
Address: ………
Account: ………
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Business registration
certificate (if any): ……
Phone: ……………… Fax: ………………
Email: …………………
Together with:
2. Awarded party:
Business name: ………………
Representative (or
authorized person): Mr./Mrs./Ms. ……………… Title: ………
Address: ………
Account: ………
Taxpayer Identification
Number (TIN): ……………
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Phone: ……………… Fax: ………………
Email: …………………
[Where Awarded party is
a contractor partnership, specify all information above of all partnership
members and assign a partnership representative according to assignment under
partnership agreement.]
[Where parties
lawfully authorize other individuals or juridical persons to conclude
contracts, specify information of authorization document.]
[Where
construction contracts are concluded via electronic means, electronic
transaction laws must be adhered to.]
The parties hereby agree
to sign contract for construction execution of …………… contract package (name
of contract package) under …………… project (name of project) as
follows:
PART 2. BASIS FOR CONCLUDING CONTRACTS
Pursuant to the Civil Code
dated November 24, 2015;
Pursuant to the Law on
Construction dated December 10, 2025;
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Pursuant to Decree No.
207/2026/ND-CP dated June 15, 2026 of the Government elaborating quality
management, construction execution, and maintenance of construction works;
Pursuant to Decree No.
217/2026/ND-CP dated June 19, 2026 of the Government elaborating the Law on
Construction pertaining to construction activities;
Pursuant to Decree No.
206/2026/ND-CP dated June 15, 2026 of the Government elaborating management of
construction investment;
Pursuant to Decision No.
…… dated …… of …… on approval for Awarded party selection results for ………
contract package [Specify name of contract package] and notice of winning bid
No. ……dated …… of the procuring entity;
Other relevant documents.
[Depending on specific
contract, the parties shall consider addition or removal of basis and documents
accordingly (such as basis related to bidding laws, other documents such as
results of contract negotiation and completion (if any), etc.).]
PART 3. GENERAL CONDITIONS OF CONTRACTS
Article 1. Definitions
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1.1. Party means
either the Awarding party or the Awarded party depending on interpretation of
the context.
1.2. Bill of quantities
refers to a document containing detailed listing of quantity, unit price, price
of work in the contract.
1.3. Design drawing refers
to all drawings, calculation spreadsheets, and similar technical information of
construction works which the Awarding party provides the Awarded party with or
which is prepared by the Awarded party and approved by the Awarding party.
1.4. Record of
acceptance testing refers to a record issued in a manner consistent with
Article [Applicable quality and technical requirements; acceptance and delivery
of products of construction contract].
1.5. Technical
instructions refer to a combination of technical requirements based on
regulations, standards applicable to construction works in order to provide
guidelines on use of materials, products, equipment; implementation of construction
stages, supervision, and acceptance testing of construction works
1.6. The Awarding party
refers to ……………… (business name of the Awarding party) according to
[SCC].
1.7. Construction works
refer to primary construction works and/or temporary construction works
according to [SCC].
1.8. Primary
construction works refer to ……………… (name of construction works) which the
Awarded party must construct according to contract.
1.9. Temporary construction
works refer to construction works that are established in service of
construction process.
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1.11. Project refers
to …………… (name of project).
1.12. Representative of
the Awarding party refers to a person who is specified in the contract or
authorized by the Awarding party from time to time and coordinating work on
behalf of the Awarding party.
1.13. Representative of
the Awarded party refers to a person who is specified in the contract or
authorized by the Awarded party in writing and coordinating work on behalf of
the Awarded party.
1.14. Representative of
consulting contractor refers to a person who is authorized by consulting
contractor to undertake tasks assigned by the consulting contractor.
1.15. Work item
refers to a primary construction work or a part of a primary construction work.
1.16. Bid (or Proposal)
or the Awarded party refers to documents that are prepared by the Awarded party
at request of the bidding documents (or Request for proposal) and submitted to
the procuring entity in accordance with Appendix No. …… [Bid (or Proposal)
of the Awarded party].
1.17. Bidding documents
(or Request for proposal) of the Awarding party refer to all documents
under Appendix No. …… [Bidding documents (or Request for proposal) of
the Awarding party].
1.18.Contract
refers to all documents constituting contract dossiers and amendments agreed
upon by the parties during contract execution.
1.19. Law refers to
the legal system of the Socialist Republic of Vietnam.
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1.21. Commencement day refers
to a day that is declared in accordance with 8.2 of Article 8 [Commencement
date, period of contract execution] specified under [SCC].
1.22. Working day refers
to any calendar day, except for Saturday, Sunday, public holiday or Lunar New
Year holiday as stipulated by the law.
1.23. The Awarded party
refers to …… (business name of the Awarded party) according to
[SCC].
1.24. Subcontractor refers
to an organization or individual that signs subcontractor contract with primary
contractor for parts of the work of the primary contractor.
1.25. Consulting
contractor refers to an organization or individual that signs service
contract for performance of work associated with construction consulting
operation.
1.26. Risk, force
majeure, and fundamental changes in circumstances are defined under the
Article [Risks, force majeure, and fundamental changes in circumstances].
1.27. Adjustment refers
to change or revision to quantity, schedule, period of execution, unit price,
contract price, other details of the contract where the Awarding party grants
approval in writing.
1.28. Equipment of the
Awarding party refers to machinery and instruments that the Awarding party
provides the Awarded party with for use in construction according to Appendix
No. … [Bidding documents (or Request for proposal) of the Awarding
party].
1.29. Equipment of the
Awarded party refers to all machinery, instruments, vehicles, and other
equipment that are necessary to enable the Awarded party to commence
construction, finalize construction, and rectify any fault (if any).
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Article 2. Contract
documents and order of priority
2.1. Construction contract
dossiers consist of this contract and contract attachments under [SCC].
2.2. All documents under
Clause 2.3 of this Article (including all parts thereof) shall form the
contract which is read as a whole; are intended to be correlative,
complementary and mutually explanatory.
2.3. All contract
attachments are integral parts of the contract, including:
2.3.1. Construction
contract agreement (if any);
2.3.2. Notice of winning
bid or contractor designation;
2.3.3. Letter of bid;
2.3.4. Specific conditions
of construction contract, terms of reference in case of consulting service
contract for construction;
2.3.5. General conditions
of construction contract;
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2.3.7. Design drawings and
technical instructions;
2.3.8. Bid or Proposal of
the Awarded party;
2.3.9. Record of contract
negotiation, documents on amendments to construction contracts;
2.3.10. Appendices of
construction contracts;
2.3.11. Other relevant
documents.
2.4. Order of priority in
which contract attachments are applied shall be negotiated by the parties or
compliant with Clause 2.3 of this Article according to [SCC] if the parties do
not enter into an agreement.
Article 3. Applicable
law and contract language
3.1. This contract is
regulated by the law system of the Socialist Republic of Vietnam according to
[SCC].
3.2. Contract language
shall be Vietnamese according to [SCC].
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4.1. All recommendations,
propositions, request, and remarks of the parties during construction contract
execution must be communicated to the other party in writing (via physical
documents or data message according to electronic transaction laws). Contents
of written recommendations, propositions, and request must include basis,
prelude, effectiveness (if any) of these recommendations, propositions,
request, and time limit for responding according to contract agreements.
4.2. Where the parties reach
an agreement pertaining to representatives for management of construction
contract execution, the parties shall assign and notify the other party about
representatives, scope, responsibilities, powers of representatives for
management of construction contract execution.
4.3. Where a notice sent
by a party is concluded by competent representatives or authorized persons, the
notice shall enter into force on ……… (specify the date designated by the
parties on the basis of Clause 2 Article 388 of the Civil Code) under
[SCC].
Article 5. Contract
performance security and advance payment security
5.1. Contract performance
security
5.1.1. The Awarded party
must pay the Awarding party contract performance security equal to …% of
contract value within …… days before the effective date hereof in accordance
with Clause 2 Article 13 of Decree No. 210/2016/ND-CP according to [SCC].
Contract performance security must be approved by the Awarding party and
consistent with template under Appendix No. …… [Contract performance security] (or
other templates accepted by the Awarding party).
5.1.2. Contract
performance security must remain effective until the Awarded party has
commenced, completed construction works or work items consistent with concluded
contract and satisfactory to acceptance testing conducted by the Awarding party
and moved onto warranty obligation.
5.1.3. Awarded party shall
not be eligible to receive performance security if it fails to execute the
contract after the contract has entered into force or cause extension of time
and refuse to extend effectiveness of performance security or commit other
violations that warrant revocation of performance security (specify cases
agreed upon by the parties). The Awarding party must refund contract
performance security to the Awarded party after the Awarded party has completed
all contract work and moved onto warranty obligation.
5.2. Advance payment
security (if agreed upon by the parties)
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5.2.2. Advance payment
security must be issued by a bank or a credit institution lawfully operating in
Vietnam and shall remain effective until advance payment has been adequately
repaid; value of advance payment security shall gradually decrease in a manner
corresponding to advance payment that the Awarded party repays. Advance payment
shall not be subject to interest calculation.
5.2.3. Value of advance
payment security including provisions (if any) shall be deducted in a manner
corresponding to the decrease of advance payment value after each installment
(depending on agreement between the parties) in accordance with Point m Clause
4 Article 12 of Decree No. 210/ND-CP.
5.3. Contract advance
payment amount shall be the maximum amount according to contract laws.
Article 6. Details and
quantity of work
6.1. The Awarded party
shall carry out construction work in a manner consistent with design drawings
(including adjustment approved by the Awarding party), technical instructions
described under Appendix No. … [Bidding documents (or Request for proposal)
of the Awarding party]; Appendix No. … [Bidding documents (or Request for
proposal) of the Awarded party] accepted by the Awarding party and record
of negotiation for the contract, quality assurance, schedule, prices, safety,
and other contract agreements.
6.2. Details and quantity
of work in construction contract are specified under Point b Clause 2 Article 8
of Decree No. 210/2026/ND-CP and may include any of the following work:
6.2.1. Delivering,
receiving, managing construction premise; receiving, preserving centerline,
grade plane, markers of construction works;
6.2.2. Providing
construction materials, personnel, construction machinery and equipment for
construction execution compliant with the contract;
6.2.3. Carrying out
construction consistent with approved design dossiers and applicable
construction regulations, standards;
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6.2.5. Controlling
construction and equipment installation quality; supervising construction
execution in respect of construction work performed by subcontractors if either
party is the primary Awarded party or General contractor;
6.2.6. Taking charge,
rectifying errors, defects pertaining to quality during construction process
(if any);
6.2.7. Conducting
experiment to examine quality of construction materials, construction elements;
6.2.8. Conducting
acceptance testing for transition of construction stage, acceptance testing for
construction execution stage or parts of construction works, acceptance testing
for completion of work items, construction works;
6.2.9. Carrying out safety
assurance, environmental hygiene and protection, fire prevention and
firefighting;
6.2.10. Protecting
construction sites and construction premise within the scope of the contract;
6.2.11. Maintaining
security and order for construction site;
6.2.12. Cooperating with
other Awarded parties available at the construction site (if any);
6.2.13. Clearing
construction sites and delivering products following completion;
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6.3. In respect of construction
execution contracts: executing construction on the basis of design dossiers
provided or approved by the Awarding party; technical instructions, technical
requirements, applicable technical standards, technical regulations; supplying
materials, construction machinery and equipment; installing construction work
equipment, technology equipment; demolishing construction works; experimenting,
examining quality, and conducting other relevant tasks according to [SCC].
Article 7. Applicable
quality and technical requirements; examination and supervision of the Awarding
party; acceptance testing and delivery of contract products
7.1. Applicable quality
and technical requirements
Product quality
requirements under Clause 1 Article 9 of Decree No. 210/2026/ND-CP are as
follows:
7.1.1. Construction works
shall be built in a manner compliant with design drawings (including adjustment
approved by the Awarding party), technical instructions specified in bidding
documents (or request for proposal) consistent with system of regulations and
standards applicable to the project and relevant law provisions pertaining to
construction and structure quality of the government; the Awarded party must
develop flowcharts and presentation for their construction quality management
and construction quality supervision systems.
7.1.2. The Awarded party
must provide the Awarding party with test results concerning material and
products of finished work. Such test results must be produced by laboratories
conforming to regulations as per the law.
7.1.3. The Awarded party
shall guarantee that provided materials and equipment have origin consistent
with contract dossiers.
7.2. Examination and
supervision conducted by the Awarding party
7.2.1. The Awarding party
has the right to access to construction sites and production site of natural
materials (if any) of the contractor engaged in the contract package for
examination purpose.
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b) In respect of work
where personnel of the Awarding party have the right to measure and inspect,
the Awarded party must inform the Awarding party where such work has been
completed or before such work is built over or concealed or packaged for
storage or transportation. The Awarding party must conduct examination,
assessment, measurement, or inspection without delay, without justification or
immediately inform the Awarded party about its refusal to conduct examination,
assessment, measurement, or inspection so that the Awarded party can continue
with other work. The Awarding party’s refusal to participate in the process
shall not alter nor exempt from responsibilities of the Awarded party regulated
by the laws and agreements of the parties in the contract.
7.3. Acceptance testing of
products of completed work, acceptance testing and delivery of construction
works, work items.
7.3.1. Acceptance testing
of products of completed work, acceptance testing and delivery of construction
works and work items shall conform to Clause 2 Article 9 of Decree No.
210/2026/ND-CP and relevant provisions under Decree elaborating the Law on
Construction pertaining to management of construction quality, execution, and
construction work maintenance.
7.3.2. Basis for
acceptance testing of contract products are design drawings (including
adjustment and addition approved by the Awarding party); technical
presentation; relevant regulations and standards; certification of test
results; sample documents on acceptance testing and delivery, and other
relevant law provisions.
7.4. Test operation of
construction works (if any)
7.4.1. Prior to test
operation upon completion, the Awarded party must submit as-built dossiers,
operation and maintenance manuals with technical characteristics and adequate
details for operation, maintenance, disassembly, installation, adjustment, and
repair.
7.4.2. The Awarded party
must provide machinery, support, documents, other information, electricity,
equipment, fuel, instruments, tools, personnel, materials, qualified and
experienced employees in order to conduct test operation effectively. The
Awarded party must reach an agreement with the Awarding party pertaining to
time and location of test operation concerning equipment, materials, and work
items.
7.4.3.The Awarding party
must inform the Awarded party …… days in advance according to [SCC] if the
Awarding party participates in the test operation. Where the Awarding party
does not participate in test operation at agreed location and time, the Awarded
party may conduct test operation in which case test operation shall be
considered to have been conducted at the presence of the Awarding party unless
otherwise agreed upon by the parties.
7.4.4. If the Awarded party
are subject to delay or costs as a result of complying with instructions of the
Awarding party or where the Awarding party is at fault for the delay, the
Awarded party must inform the Awarding party and has the right to:
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b) Incur extra costs added
to contract price.
7.4.5. The Awarded party
must submit verified reports on test operations to the Awarding party. The
parties shall then sign records of test operation which serve as the basis for
contract finalization as per the law.
7.5. Responsibilities of
the parties for errors
7.5.1. In respect of
deficient product (products that have not met contract requirements), the
products must be examined, assessed, and rectified; deficient product that
cannot be rectified must be eliminated or replaced; unless otherwise agreed
upon by the parties consistent with regulations of the law. The party that
causes defect shall incur all relevant costs for rectification, replacement,
experiment, and inspection (if any) and other costs related to rectification
process and compliance with contract schedule.
7.5.2. Where error or
damage rectification affects operation of construction works, the Awarding
party may request to repeat any inspection under the contract, including
inspections conducted upon and after completion. Such request must be sent
within …… days according to the [SCC] after errors or damage has been
rectified. Such inspections shall be conducted in a manner compliant with
conditions applicable to previous inspections and funded by expenditure of the
Awarded party.
7.5.3. Where the Awarded
party is at fault for the errors
a) Where error or damage
renders the Awarding party unable to use construction works or majority thereof
for intended purposes, the Awarding party shall terminate the contract at which
point the Awarded party shall compensate the Awarding party for damage
according to the contract and law provisions.
b) Where error or damage
cannot be immediately rectified at the construction site and where the Awarding
party agrees, the Awarded party may remove deficient or damaged equipment or
structural elements from the construction site for repair purpose.
c) Where the Awarded party
fails to rectify the errors or damage in a reasonable period of time, the Awarding
party or representatives thereof may choose a date on which these errors or
damage is repaired and inform the Awarded party about the selected date.
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7.6. Unfulfilled obligations
After record of acceptance
testing and delivery has been issued, each party has the responsibility to
fulfill remaining obligations. For the purpose of unfulfilled obligations, the
contract shall be considered to be in effect.
Article 8. Period and
schedule of contract execution
8.1. Period and schedule
of contract execution shall conform to Article 10 of Decree No. 210/2026/ND-CP.
8.2. Commencement date,
period of contract execution
8.2.1. Commencement date
shall be ………… (date) according to [SCC].
8.2.2. The Awarded party
shall commence construction process (after commencement date) and shall adhere
to contract execution period without delay.
8.2.3. The Awarded party
shall complete all work consistent with the contract within …… days from the
commencement date according to [SCC].
8.3. Contract execution
schedule
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8.3.1. Procedures for
conducting work of the Awarded party and construction period of each primary
stage of construction works.
8.3.2. Examination,
inspection procedures and period.
8.3.3. Reports on
execution schedule of the Awarded party which must contain:
a) Construction solutions
at construction sites and primary stages in construction process.
b) The Awarded party has
the right to adjust detail schedule on a weekly or monthly basis while adhering
to general schedule of the contract.
c) The Awarded party shall
comply with construction schedule and their obligation according to the
contract. Where this construction schedule does not conform to the contract,
the Awarding party shall notify the Awarded party within …… days from the date
on which it receives construction schedule of the Awarded party and the parties
shall agree on a construction schedule compliant with practical situations. The
Awarding party has the right to rely on construction schedule conforming to
practical situation to request the Awarded party to execute in a manner
consistent with contract schedule.
d) Where the Awarded party
informs the Awarding party about specific potential situations that negatively
affect or hinder construction process or increase contract price. In such
cases, the Awarding party or consulting contractor may request the Awarded
party to file reports on affect of potential situation and recommendations
compliant with [Adjustment to construction contract schedule]. The Awarded
party shall submit a copy of adjusted construction schedule consistent with
this clause to the Awarding party.
8.4. Adjustment to
construction contract execution schedule
8.4.1. Adjustment to
construction contract execution schedule is compliant with Article 25 of Decree
No. 210/2026/ND-CP according to [SCC].
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a) The Awarding party does
not grant the Awarded party permission to access or use parts or the entire
construction site within a definite duration;
b) The Awarding party
fails to issue record of acceptance testing of construction works in a timely
manner without a justifiable reason;
c) The Awarded party
complies with guidelines of the Awarding party where the guidelines comply with
regulations of the law, are recently promulgated, and are not included in
previously achieved agreement.
8.4.3. The Awarded party
has the right to extend completion deadline according to Article [Complaints
and settlement of disputes] if any of the following occurs:
a) Changes are made to
scope of work, construction design, construction solutions at request of the
Awarding party and affect contract execution schedule;
b) Force majeure situation
and fundamental changes in circumstances occur;
c) Delay or obstruction is
caused by the Awarding party, personnel of the Awarding party, or other Awarded
parties of the Awarding party, including: delivery of construction sites that are
not consistent with contract agreements, relevant procedures that effect
contract execution schedule where the Awarded party is not at fault;
d) The Awarding party’s
failure to incur capital in a timely manner according to contract provisions.
8.5. Expedited schedule
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Where extra costs proposed
by the Awarded party for expedited schedule are accepted by the Awarding party,
contract price shall be adjusted accordingly and extra costs shall be
considered a contract adjustment.
8.6. Rectification of
delayed schedule
Where construction
schedule falls behind on construction schedule that the parties have agreed
upon in the contract due to reasons not specified under clause 8.4 of this
Article, the Awarding party shall request the Awarded party to submit adjusted
construction schedule in order to fulfill work schedule within the required
period.
Article 9. Contract
price, advance payment, payment
9.1. Type of contract:
Adjustable unit price contract.
[Contract
classification by contract pricing method under Clause 2 Article 6 of Decree
No. 210/2026/ND-CP.]
[Selection of contract
pricing method depends on specific conditions of contract package, Clause 3
Article 11 of Decree No. 210/2026/ND-CP.]
9.2. Total contract value
under [SCC].
9.2.1. Contract price
details are specified Appendix No. … [Contract price, advance payment,
payment].
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9.2.3. Contract price
shall only be adjusted in accordance with Article [Adjustment to quantity, unit
price of work, construction contract price, and other contract details].
[Contract price
conforms to Article 11 of Decree No. 210/2026/ND-CP. In respect of general
contractor contract, contract price already includes general construction
contractor costs.]
9.3. Advance payment
9.3.1. Advance payment
under [SCC] shall be gradually repaid in each payment for completed contract
quantity. Advance payment shall be fully repaid where payment value reaches 80%
of contract value (unless competent persons allow a higher advance payment amount).
9.3.2. Advance payment
shall be repaid by deducting a percentage of due payment transferred to the
Awarded party based on spreadsheet listing percentage of completed work which
is used as the basis for payment. Advance payment or repayment of advance
payment shall not be taken into consideration for the purpose of valuating
completed work, contract adjustment, compensation events, contract payout, or
damage compensation.
Where advance payment has
not been fully repaid before construction acceptance testing is signed and
before the contract is terminated according to Article [Temporary suspension
and termination of contract initiated by the Awarding party], Article
[Temporary suspension and termination of contract initiated by the Awarded
party], or Article [Risks, force majeure, and fundamental changes in
circumstances] (depending on the situations), the remaining advance payment
shall be considered outstanding debt and the Awarded party shall be responsible
for paying the Awarding party within …… days.
9.3.3. The Awarded party
shall use advance payment in a manner compliant with Clause 3 Article 12 of
Decree No. 210/2026/ND-CP. Advance payment shall only be used to pay salaries
for employees, procure or mobilize equipment, factories, materials, necessary
mobilizing costs for contract execution.
[In respect of
construction contract that requires production of structural elements or
semi-finished products with high value or requires storage of materials in
order to adhere to construction plan according to concluded contract, the
parties shall negotiate about advance payment plan and amount (without
including in contract advance payment) in order to guarantee contract execution
schedule.]
[Where a higher advance
payment is required to enable the Awarded party to deposit or pay
manufacturers, suppliers of materials and equipment according to technology
design in advance in order satisfy project requirements and in other necessary
cases, permission from investment-decision makers shall be required. Where
investment-decision maker is the Prime Minister, decision whether to increase
advance payment amount above the 30% mark shall be made by ministers,
figureheads of ministerial agencies, Chairpersons of provincial People's
Committees.]
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9.4. Payment
9.4.1. Payment schedule
and deadline
a) Number of installments
is specified under [SCC].
b) Value of each
installment that the Awarding party pays the Awarded party is specified under
[SCC].
c) Within the period
specified under [SCC], from the date on which the Awarding party receives
adequate request for payment of the Awarded party, the Awarding party shall pay
the Awarded party.
d) The Awarding party has
the responsibility to pay the Awarded party in adequate amount and in a timely
manner in accordance with contract agreements. Where the Awarding party fails
to make payment in a timely manner, the Awarding party shall pay interests for
the overdue payment corresponding to payment date.
[Late payment interests
shall be negotiated by the parties in contracts; where no such agreement is
made, interest shall be determined by interest of overdue payment declared by
commercial banks where the Awarded party opens checking accounts from time to
time.]
9.4.2. Payment documents
a) The Awarded party
shall, upon approaching payment or provisional payment deadline, transfer
payment documents to the Awarding party. Quantity and composition of payment
documents are specified under [SCC]
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9.4.3. Currency and
payment method
a) Currency: contract
price shall be paid in Vietnam Dong (VND) and …… (Specify foreign currency
if any; specify date, banks, type of foreign currency, and corresponding
conversion rate).
b) Payment method: payment
shall be made via transfer (unless otherwise agreed upon by the parties and
stipulated by regulations of the law).
9.4.4. Payment of
retainage
The Awarding party shall
pay the Awarded party retainage according to [SCC] where the parties have
obtained sufficient basis to determine value of installments and where the
Awarded party has fulfilled construction works warranty obligation according to
Article [Insurance and warranty].
Article 10. Amendment
of contract
10.1. Adjustment to
quantity, work of construction contract shall conform to Article 23 of Decree
No. 210/2026/ND-CP; adjustment to unit price, construction contract price shall
conform to Article 24 of Decree No. 210/2026/ND-CP according to [SCC].
10.2. Adjustment to unit
price and contract price
10.2.1. Adjustment to unit
price and contract price shall be implemented via direct clearing or adjustment
via price adjustment factors (Pn) under Appendix attached to Decree No. 210/2026/ND-CP
according to [SCC].
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Article 11. Rights and
obligations of the Awarding party
11.1. The Awarding party
has the right to
11.1.1. assign representatives
to manage contract execution, including consulting contract management (if
any).
11.1.2. consider and
approve recommendations to replace representatives for contract execution
management or key personnel of the Awarded party.
11.1.3. consider and
approve recommendations of the Awarded party pertaining to quantity that occurs
outside of contract; changes, adjustment to construction solutions.
11.1.4. suspend or
terminate construction contract with the Awarded party according to law
provisions and the construction contracts
11.1.5. request the
Awarded party to transfer documents, dossiers related to contract products
according to concluded contract.
11.1.6. review and
approve list of qualified subcontractors that are not specified in construction
contract at request of the Awarded party.
11.1.7. examine quality,
schedule of work within contract scope, manufacturing facilities of equipment,
semi-finished structural elements (if any) of the Awarded party without
disrupting normal operation of the Awarded party.
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11.1.9. request the
Awarded party to temporarily suspend construction and rectify upon discovering
that the Awarded party violates regulations pertaining to construction works
quality, occupational safety, environmental protection, and fire prevention and
firefighting.
11.1.10. refuse to conduct
acceptance testing or receive delivery of products that are not consistent with
contract agreement.
11.1.11. request the
Awarded party to compensate for damage, incur fine for default of contract and
fulfill additional obligations as a result of default of contract.
11.1.12. exercise other
rights as per the law.
11.2. The Awarding party
has the obligation to:
11.2.1. Inform the Awarded
party in writing about changes to representatives for management of contract
execution.
11.2.2. Protect confidentiality
of information relating to the contract according to the construction contract
or the law.
11.2.3. Apply for
construction permit (if required by the law);
11.2.4. Transfer
construction premise, in part or in whole, to the Awarded party for management
and use in a manner consistent with schedule and contract agreement;
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11.2.6. Promptly provide
relevant documents, instruments, machinery, equipment, and materials according
to contract agreements (if any) and relevant law provisions; settle
recommendations of the Awarded party within their powers during contract
execution within a time limit agreed upon by the parties.
11.2.7. Allocate
sufficient funding to pay the Awarded party in a manner consistent with payment
schedule in the contract;
11.2.8. Pay the Awarded
party interests that occur as a result of failure to pay in a timely manner
according to Clause 5 Article 28 of Decree No. 210/2026/ND-CP and contract
agreements.
11.2.9. Cooperate with the
Awarded party in training, transferring technology, providing guidelines on
installation, use, and operation.
11.2.10. Hire consulting
service to assist the Awarding party in supervising according to Article 13 or
Article 14 hereof [Rights and obligations of consulting contractor];
11.2.11. Promptly review
and approve written recommendations related to design, construction of the
Awarded party during construction process within …… days in writing. Where the
Awarding party fails to respond in a timely manner which affects work
performance of the Awarded party, the Awarded party has the right to request
corresponding extension of schedule and compensation for damage (if any).
11.2.12. Compensate for
damage caused by their failure to adequately comply with concluded contracts.
11.2.13. Fulfill other
obligation as per the law.
[Where the Awarding
party implements technology design for the Awarded party, provisions pertaining
to the Awarding party's total responsibility for quality and intellectual
property of the design shall also be included.]
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12.1. The Awarded party
has the right to
12.1.1. assign
representatives to manage contract execution, including consulting contract
management (if any).
12.1.2. recommend work
quantity beyond contract scope to the Awarding party; adjust, amend
construction solutions after obtaining approval of the awarding party in order
to expedite schedule, ensure quality, safety, effectiveness of construction
works on the basis of concluded contract price.
12.1.3. refuse to execute
contract if the Awarding party has not fulfilled all conditions according to
contracts and relevant law provisions.
12.1.4. request the
Awarding party to conduct acceptance testing and receive delivery of contract
products.
12.1.5. request the
Awarding party to pay interest that occurs as a result of failure to pay in a
timely manner in accordance with Clause 5 Article 28 of Decree No.
210/2026/ND-CP.
12.1.6. request the
Awarding party to deliver construction premise for contract execution. The
Awarded party shall be eligible for reimbursement for additional costs that
occur as a result of the Awarding party's failure to deliver construction
premise in a timely manner.
12.1.7. request the
Awarded party to compensate for damage, incur fine for default of contract and
fulfill additional obligations as a result of default of contract.
12.1.8. exercise other
rights as per the law.
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12.2.1. inform the
Awarding party in writing about changes to representatives for management of
contract execution.
12.2.2. mobilize key
personnel and use equipment listed under HSDT (HSDX) or added for construction
execution.
12.2.3. discontinue use of
employees reported by the Awarding party for corruption, fraud, collusion,
forceful, or disruption during construction execution or other violations of
the law.
12.2.4. prepare and submit
execution schedule of construction contract to the Awarding party for approval
in order to enable implementation if the parties enter into such agreement.
12.2.5. carry out
construction in a manner consistent with design, project standards,
construction regulations, standards, quality, safety, environmental protection,
and fire prevention and firefighting;
12.2.6. apply information
technology, digital transformation, renovation, and building information model
(BIM) during execution of work according to request of the contract.
12.2.7. prepare
construction solutions, record construction log, prepare payment documents,
prepare as-built documents, prepare final settlement of contract, conduct
material experiment, conduct construction equipment and product inspection in a
manner consistent with the contract.
12.2.8. ensure traffic
safety, environmental protection as per the law during construction process.
12.2.9. maintain
confidentiality relating to the contract or according to law provisions
pertaining to confidentiality.
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12.2.11. perform
construction warranty in accordance with law provisions and contract
agreements.
12.2.12. compensate for
damage caused by their failure to adequately comply with concluded contracts.
12.2.13. fulfill other
obligation as per the law.
[Where the Awarded
party is the general construction contractor, the contract must elaborate
rights and responsibility of general construction contractor in accordance with
clause 12.3 below in construction contract.]
12.3. Rights and
obligations of general construction contractor
In addition to rights and
obligations under clauses 12.1 and 12.2 of this article, general construction
contract also have the right and obligation to:
12.3.1. control all
construction instruments and solutions within construction site vicinity of the
project.
12.3.2. choose contractors
via bidding or conduct direct contracting appropriate with general construction
contractor contract and provisions of the law pertaining to construction
investment and construction contract.
12.3.3. add or replace
subcontractors (if necessary) in order to ensure quality, prices, schedule of
contract work after obtaining approval from the Awarding party.
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12.3.5. prepare and enter
into an agreement with the Awarding party pertaining to execution schedule of
construction stages and primary work items, payment plans of the contract.
12.3.6. arrange
procurement, manufacturing, and provision of materials and equipment consistent
with requirements and schedule of general contractor contract; negotiate and
enter into an agreement with the Awarding party pertaining to contents of
bidding documents for procurement of essential technology equipment and
procurement costs for contract equipment on the basis of equipment bidding
results (if contract agreement is reached).
12.3.7. arrange systems
for quality management and quality assurance of executed work consistent with
regulations on quality management of construction contract and contract
agreements.
12.3.8. arrange,
coordinate, and oversee activities in construction sites; implement
environmental hygiene, fire prevention, occupational safety, and security
assurance in construction sites.
12.3.9. actively cooperate
with the Awarding party in training managerial cadres and operators for use of
construction works; transfer technology, deliver drawings, technical documents
relating to operation, use, and maintenance of construction works to the
Awarding party.
12.3.10. conduct
synchronized experiment, calibration, test operation of construction works and
deliver completed construction works to the Awarding party according to
contract agreements and regulations of the Government.
12.3.11. carry out
construction works warranty in a manner consistent with regulations of the
government.
12.3.12. assume
responsibility to the law and the Awarding party for quality, schedule of work
execution consistent with signed contract, including work executed by
subcontractors and incur physical compensation for damage caused by their
faults.
12.4. Personnel of the
Awarded party
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In this case, the Awarded
party shall (or must) designate another appropriate person as
replacement. The Awarded party must always maintain order and safety for people
and property on construction site.
12.5. Personnel and
equipment reporting of the Awarded party
The Awarded party must
present the Awarding party details pertaining to minimum number of essential
personnel and equipment of the Awarded party on construction site.
12.6. Cooperation
The Awarded party has the
responsibility to cooperate with: personnel of the Awarding party; other
Awarded parties hired by the Awarding party.
The aforementioned personnel
and other Awarded parties may use equipment of the Awarded party, other
temporary construction works or arrange access to construction works for which
the Awarded party is responsible. Where these services create extra costs not
included in contract price, the parties shall negotiate on inclusion of these
costs.
The Awarded party shall be
held responsible for construction activities that it conducts on construction
site, incorporate their activities with activities of other Awarded parties
within the scope (if any) elaborated under bidding documents (or
request for proposal) of the Awarding party.
12.7. Boundary marker
positioning
The Awarded party shall
locate construction works on the basis of markers and reference elevation
defined in the contract. The Awarded party shall be responsible for correct
positioning of construction work items and rectification of errors pertaining
to position, elevation, dimensions, or alignment of construction works.
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Where the Awarded party is
not at fault for delay and related costs that it incurs, the Awarded party
shall inform the Awarding party and have the right to follow Article 24
[Complaints and settlement of disputes].
12.8. Construction site
conditions
The Awarded party shall be
considered to have adequately appraised and reviewed construction work, area in
construction site vicinity, the aforementioned data and information before
submitting bid envelope, including:
12.8.1. Topography of
construction site, including geological conditions of construction works where
geological construction surveying reports have been integrated in bidding
documents (or request for proposal) or clarifying documents;
12.8.2. Hydrogeology and
climate conditions;
12.8.3. Level and nature
of work, necessary materials for construction, completion of construction
works, and error rectification.
12.8.4. Labor laws;
12.8.5. Request of the
Awarded party pertaining to access, meals, accommodation, instruments,
personnel traffic conditions, water, and other services.
The Awarded party shall be
considered to have fulfilled construction site conditions for the purpose of
determining contract price.
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12.9. Roads and vehicles
The Awarded party shall
incur all fees and charges for right to use specialized or temporary roads that
it needs, including access to construction sites. The Awarded party shall also
be required to employ other vehicles outside of construction site that are
necessary for its work using its own funding.
The Awarded party must
make an effort to avoid damaging roads and bridges due to the use of the
Awarded party or personnel of the Awarded party. This effort involves proper
use of adequate vehicles and routes.
Unless otherwise
stipulated under these conditions and clauses:
12.9.1. The Awarded party
must not use and occupy roads entirely, regardless of whether roads are public
or under control of the Awarding party or other individuals;
12.9.2. The Awarded party (in
relationship between the parties) shall be responsible for repair if the
Awarded party causes damage to the roads during use;
12.9.3. The Awarded party
must provide and install panels, instruction signs along relevant roads and
apply for permission to use roads, panels, instruction signs where use
permission is required by relevant authorities;
12.9.4. The Awarding party
shall not be held accountable for complaints that arise from the use of or
other issues relating to selected routes;
12.9.5. The Awarding party
shall not assure suitability or availability of any specialized road;
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12.10. Transportation of
equipment and materials (unless otherwise regulated)
12.10.1. The Awarded party
must inform the Awarding party at least … days before the date on which all
materials and equipment are delivered to the construction site (including
packaging, loading, transportation, reception, unloading, storage, and
protection of equipment and materials);
12.10.2. The Awarded party
must incur compensation and consequences for the Awarding party in case of
damage, loss, and extra costs (fees and legal fees) that arise as a result of
transportation of equipment of the Awarded party.
12.11. Equipment of the
Awarded party
The Awarded party shall be
held accountable for all of its equipment. Equipment of the Awarded party
shall, upon being delivered to the construction site, be used solely for
construction process. The Awarded party is not allowed to remove any equipment
from the construction site without permission of the Awarding party. However,
the Awarded party is allowed to remove vehicles transporting equipment and
materials or personnel of the Awarded party from the construction site without
permission of the Awarding party.
12.12. Equipment and
materials provided by the Awarding party (if any)
12.12.1. The Awarding
party shall be responsible for equipment and materials that it provides the
Awarded party with.
12.12.2. The Awarded party
shall be held responsible for each equipment and material provided by the
Awarding party while personnel of the Awarded party operate, drive, manage,
use, or control such equipment and material.
Adequate quantity and
amount payables (at a specified price) for use of equipment of the Awarding
party have been agreed upon in the contract. The Awarded party must pay the
Awarding party this amount.
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After examination has been
conducted, materials provided by the Awarding party shall be kept and closely
overseen by the Awarded party. The Awarded party’s responsibility for
examination and preservation shall not lessen responsibility of the Awarding
party for the inadequacies, errors, and defects that are not clearly visible
during examination.
12.13. Activities of the
Awarded party on construction site
The Awarded party must
contain its activities within the construction site and additional areas that
it has access to and is approved by the Awarding party as work site. The
Awarded party must take necessary caution to ensure that its equipment and
personnel only operate within the construction sites and additional areas and
prevent its equipment and personnel from encroaching adjacent areas.
The Awarded party shall,
during construction period, keep the construction site clear of unnecessary
obstacles and store or arrange its excess equipment or materials. The Awarded
party must clear waste and dismantle temporary construction works that it no
longer has use for at construction site.
After record of acceptance
testing has been issued, the Awarded party must clear and remove all of its
equipment, excess materials, construction waste, trash, and temporary
construction works from the construction site. The Awarded party must leave
these areas at the construction site and construction works clear and safe.
However, the Awarded party may leave necessary materials and equipment at the
construction site while notifying errors to enable the Awarded party to fulfill
contract obligations.
Where all of the
aforementioned materials and equipment are not removed from the construction
site within …… days from the date on which the Awarding party issues record of
acceptance testing and delivery, the Awarding party may sell or dispose these
materials and equipment. Revenues generated by the sale of materials and
equipment shall be sent to the Awarded party after deducting payments made to
the Awarding party.
12.14. Other relevant
issues
All relics, currency,
antiques, remnants, or other geological items or archaeology items found at the
construction site shall be placed under preservation and authority of the
Awarding party. The Awarded party must not allow their personnel or other
people from taking or damaging these found items.
The Awarded party shall,
upon discovering these items, immediately inform the Awarding party for further
instructions. Where the Awarded party suffers a delay and incurs costs in order
to follow the instructions, the Awarded party must inform the Awarding party
and exercise rights under Article [Complaints and settlement of disputes].
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13.1. Consulting
contractors have the right to
Consulting contractors
shall exercise tasks specified under the contract by the Awarding party.
Consulting contractors may include individuals with appropriate qualifications
and capability for these tasks.
Consulting contractors do
not have the right to adjust the contract. Consulting contractors may exercise
powers associated with the consulting contractor title as defined or
encompassed according to the contract. Where consulting contractors are
required to obtain approval of the Awarding party before exercising a defined
power, such requirement must be specified in the contract. The Awarding party
shall not impose restrictions on powers of the consulting contractor except for
agreement that it has made with the Awarded party.
However, where the
consulting contract exercises a defined power that requires the approval of the
Awarding party (serving the contract purposes), the Awarding party shall
grant approval by default.
Unless otherwise
stipulated in this condition:
13.1.1. The consulting
contractor shall be considered to be working for the Awarding party whenever it
exercises a task or power that has been defined or covered in the contract;
13.1.2. The consulting
contractor does not have the right to lessen any contractual duty, obligation,
or liability of any party;
13.1.3. Approval
examination, verification, approval, supervision, guidance, notification,
proposition, request, inspection, or any similar action performed by the
consulting contractor (even when it meets no objection) does not exempt the
Awarded party from any contractual liability, including liabilities for error,
negligence, inconsistency, or unobservance.
13.2. Consulting
contractor has the authorization to
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These individuals must
have sufficient qualifications and experience to undertake tasks in accordance
with authorization.
Each assigned or authorized
individual shall only provide instructions for the Awarded party within the
scope of authorization. Approval, examination, verification, agreement,
consideration, supervision, guidance, notification, proposition, request,
inspection, or any similar action conducted by an individual and consistent
with authorization shall be as effective as performance of primary task of the
consulting contractor. However:
13.2.1. Failure in a work,
non-acceptance of a work, equipment, or material does not equate approval and
as such, shall not harm consulting contractor’s right to object the work,
equipment, or materials;
13.2.2. Where the Awarded
party suspects a decision or a instruction of these individuals, the Awarded
party may address it to the consulting contractor who will quickly confirm,
reverse, or change such decision or instruction.
13.3. Instructions of
consulting contractor
Consulting contractor may,
at any point, provide the Awarded party with additional or adjusted
instructions and drawings necessary for construction process and rectify all
errors in a manner consistent with the contract. The Awarded party shall only
acknowledge instructions of the consulting contractor or authorized
individuals.
The Awarding party must
comply with instructions provided by the consulting contractor or authorized
individuals regarding issues related to the contract. Where possible,
instructions of the consulting contractor and authorized individuals must be
presented in written form. Where the consulting contractor or an authorized
individual:
13.3.1. Provides verbal
instructions;
13.3.2. Receives written
recommendation or request for instructions but fails to respond by providing
remarks in written form within …… working days from the date on which he/she
receives the recommendation and request; the recommendation and request shall
be considered written instructions of the consulting contractor or the
authorized individual (specific cases are specified in the contract by the
parties).
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Where the Awarding party
intends to replace the consulting contractor, at least … days before the date
on which the replacement takes place, the Awarding party must inform the
Awarded party about corresponding details of the potential replacing consulting
contractor. The Awarding party must not replace the consulting contractor with
a person whom the Awarded party objects by sending a written notice detailing
information and justification.
13.5. Decision of the
consulting contractor (where the Awarding party does not hire a consulting
contractor, this clause applies to the Awarding party)
These conditions stipulate
that the consulting contractor (on behalf of the Awarding party) shall
conduct work under this clause in order to agree or decide on an issue, the
consulting contractor must communicate with each party in order to achieve
general consensus. Where an agreement is not reached, the consulting contractor
shall make an objective decision consistent with the contract, reasonably taking
into account relevant matters.
Consulting contractor must
inform the parties about individual agreement or decision with their defensive
reasoning. Each party shall attempt to respond effectiveness of each agreement
or decision, unless and until consideration is taken in a manner consistent
with Article [Complaints and settlement of disputes].
Article 14. Rights and
obligation of consulting contractor (applicable to situations where the
Awarding party signs consulting service contract for construction supervision)
14.1. Construction
supervision consulting contractor (hereinafter referred to as “supervision
consulting contractor”) has the rights below:
Supervision consulting
contractor shall undertake tasks assigned by the Awarding party according to the
contract and specific regulations as per the law.
Supervision consulting
contractor may include individuals with appropriate qualifications and
capability for these tasks.
Supervision consulting
contractor does not have the right to adjust the contract. Supervision
consulting contractor may exercise powers associated with the supervision
consulting contractor title that have been defined or covered in the contract
due to necessity. Where supervision consulting contractors are required to
obtain approval of the Awarding party before exercising a defined power, such
requirement must be specified in the contract. The Awarding party shall not
restrict powers of supervision consulting contractor, except for those agreed
upon with the Awarded party.
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14.1.1. The supervision
consulting contractor does not have the right to lessen any contractual duty,
obligation, or liability of any party;
14.1.2. Approval
examination, verification, approval, supervision, guidance, notification,
proposition, request, inspection, or any similar action performed by the
supervision consulting contractor (even when it meets no objection) does not
exempt the Awarding party from any contractual liability, including liabilities
for error, negligence, inconsistency, or unobservance.
14.2. Supervision
consulting contractor has the following responsibilities:
Supervising construction
quality (if supervision consulting contractor is not hired, the Awarding
party shall be responsible for this task).
Supervision of
construction quality shall conform to regulations of the law on management of
construction quality.
14.3. Replacement of
supervision consulting contractor
Where the Awarding party
intends to replace supervision consulting contractor, at least … days before
the replacement takes place, the Awarding party must inform the Awarded party
about corresponding details of the potential replacing supervision consulting
contractor. The Awarding party must not replace the supervision consulting
contractor with a person whom the Awarded party objects by sending a written
notice detailing information and justification.
Article 15.
Subcontractors
15.1. After signing
subcontractor contract according to [SCC], the Awarded party must comply with
regulations below:
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15.1.2. The Awarded party shall
be responsible to the Awarding party for quantity, schedule, quality,
occupational safety, environmental protection, their errors, and other work,
obligations concerning work undertaken by the subcontractors;
15.1.3. The Awarded party
must not delegate more than …% of contract value to the subcontractors.
15.2. Subcontractors
designated by the project developer (if any)
15.2.1. Subcontractors
designated by the project developer are subcontractors that can be hired by
primary contractors to undertake specialized work with high technical
requirements or where primary contractors do not satisfy requirements under
concluded contract pertaining to safety, quality, and schedule of contract
after the project developer has made the request.
15.2.1. Primary contractor
has the right to reject subcontractors designated by project developer if
subcontractor designation does not fall under any of the cases agreed upon in
the contract; task undertaken by primary contractors or other subcontractors
complies with contract agreements or subcontractors designated by project
developer do not satisfy contract requirements.
15.3. Project developer
may pay subcontractors directly on the basis of recommendations of primary
contractor and contract agreements.
15.4. Cooperation with
other Awarded parties.
During contract execution,
the Awarded party must cooperate with other Awarded parties and relevant
entities in working on construction site during working period of Awarded
parties and relevant entities as per the law. In case of change of working plan
of other Awarded parties, the Awarding party shall inform the Awarded parties
about these changes in writing.
The Awarded party shall,
either due to technical specifications or at request of the Awarding party,
cooperate with and enable personnel of the Awarding party and other personnel
to conduct environmental and social impact assessment. The Awarding party must
inform the Awarded party about this matter in advance.
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16.1. Occupational safety
16.1.1. The Awarded party
must prepare safety measures for humans and construction works at construction
sites, including adjacent construction works.
16.1.2. Safety solutions,
regulations on occupational safety must be publicly posted at construction
sites for acknowledgement and compliance of everyone; guiding and warning
personnel must be posted at dangerous areas on construction sites.
16.1.3. Relevant parties
must frequently examine and supervise occupational safety at construction
sites. Where violations of occupational safety are found, construction
activities shall be temporarily suspended. Organizations and individuals that
enable occupational safety violations within their power s shall be held
legally accountable.
16.1.4. The Awarded party
has the responsibility to provide training, guidelines, and popularization of
regulations on occupational safety for their employees. In respect of work
subject to strict occupational safety requirements, employees must be in
possession of certificate of completion of occupational safety training.
16.1.5. The Awarded party
has the responsibility to provide employees with adequate personal protective
equipment and occupational safety equipment.
In case of occupational
safety accidents, the Awarded party and relevant parties have the
responsibility to arrange handling, report to labor safety authorities as per
the law, assume responsibility for rectifying and compensating for damage
caused as a result of the Awarded party’s failure to ensure occupational
safety.
16.2. Environmental
protection.
16.2.1. The Awarded party
shall take actions to protect working environment of employees on construction
sites and protect surrounding environment, including dustproofing,
noiseproofing, waste treatment, and site clearance solutions. Take actions to
cover, gather, and transport waste to designated locations as per the law.
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16.2.3. The parties have
the responsibility to examine, supervise protection of construction
environment, and be subjected to examination, supervision of environment
authorities. Where the Awarded party fails to comply with environmental
protection regulations, the Awarding party and environment authorities have the
right to temporarily suspend construction activities and request the Awarded
party to adequately implement environmental protection solutions.
16.2.4. Organizations and
individuals that causes harm to the environment during construction process
shall be held legally accountable and compensate for damage caused by their
fault.
16.3. Fire prevention and
firefighting
Parties to construction
contracts must comply with government regulations on fire prevention and
firefighting.
Article 17.
Electricity, water, and construction site security
17.1. Electricity and
water on construction sites
Unless otherwise
stipulated below, the Awarded party has the responsibility to provide
electricity, water, and other services that the Awarded party needs.
The Awarded party has the
right to use electricity, water, and other services available at construction
sites for construction purposes where details and prices have been included in
request of the Awarding party; the Awarded party has the responsibility to
protect sources of electricity and water used for construction activities. The
Awarded party shall sustain risks, fund, and provide necessary machinery and
equipment to use these services and gauge consumption. The Awarded party shall
pay for the consumption quantity and fees payable for the aforementioned
services as per contract.
17.2. Security at
construction sites
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17.2.1. The Awarded party
shall be held accountable for allowing unauthorized persons to enter the
construction sites;
17.2.2. Individuals
authorized to enter construction sites include personnel of the Awarded party
and personnel of the Awarding party, other individuals of whom the Awarded
party is notified by the Awarding party (or representatives).
Article 18. Temporary
suspension of contract
18.1. Temporary suspension
of contract shall be adopted if any of the following situations occurs:
18.1.1. Either party
seriously violates obligations under concluded contract;
18.1.2. Force majeure
consistent with Article [Risks, force majeure, and fundamental changes in
circumstances] occurs;
18.1.3. Temporary
suspension is implemented at request of competent authority;
18.1.4. Changes to the law
occur and directly affect contract execution;
18.1.5. A party is allowed
to temporarily suspend contract execution according to [SCC]
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19. Contract
Termination
19.1. Termination of
contract initiated by the Awarding party
19.1.1. The Awarding party
may terminate the contract after … days according to [SCC] from the date on
which it sends notice of contract termination to the Awarded party. The
Awarding party has the right to terminate contract if:
a) The Awarded party fails
to comply with contract performance security under Article … (if the parties
agree on contract performance security).
b) The Awarded party fails
to rectify serious errors that it cannot remediate in the performance of their
tasks within ……… according to [SCC] which the Awarding party can accept from
the date on which the Awarded party receives notice of the Awarding party
regarding the errors.
c) The Awarded party fails
to continue work performance without a justifiable reason according to Article
[Time and schedule of contract execution] or the [SCC] or consecutively fails
to undertake contract work.
d) The Awarded party goes
bankrupt, becomes insolvent, is shut down, has its assets managed by others, is
required to negotiate with creditors, or is required to into receivership by a
person who is competent or authorized to manage assets for the interests of
such creditors, or has engaged in any other act or event analogous to the
foregoing (as prescribed in applicable law).
dd) The Awarded party
fails to comply with any final decision reached as a result of arbitration
proceedings pursuant to Article….. [Settlement of disputes and complaints
during contract execution].
g) The Awarded party has
intentionally provided the Awarding party with false or inaccurate documents
which thus adversely affect rights and interests of the Awarding party.
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19.1.2. Where any of the
circumstances under 19.1.1 of this article occurs, the Awarding party may
notify the Awarded party … days in advance, terminate the contract, and remove
the Awarded party from the construction site. However, in the case described
under point (dd), the Awarding party may send notice of immediate contract
termination.
19.1.3. The Awarding party
shall inform the Awarded party to clear the latter’s equipment and temporary
construction works at or near the construction sites. The Awarded party shall,
within … days from the date on which it receives the notice, dismantle and
relocate these equipment and temporary construction works.
19.2. Termination of
contract initiated by the Awarded party
19.2.1. The Awarded party
may terminate the contract by filing a prior written notice to the Awarding
party at least …… according to [SCC] in the following cases:
a) Work is suspended due
to fault of the Awarding party for a period compliant with [SCC].
b) The Awarding party
fails to pay the Awarded party according to the contract where such failure is
not the subject of a dispute according to Article [Settlement of disputes and
complaints during contract execution] within ……… according to [SCC] from the
date on which the Awarding party receives adequate payment documents.
c) The Awarding party
fails to comply with any final decision reached as a result of arbitration
proceedings pursuant to Article [Settlement of disputes and complaints during
contract execution].
d) The Awarded party fails
to undertake an important part of work within …… period under [SCC] as a result
of force majeure.
dd) The Awarding party becomes
insolvent or bankrupt, is shut down, has its assets managed by others, must
enter into agreements with its creditors or go into receivership by a person
who is competent or authorized to act for the interests of such creditors, or
has engaged in any other act or event analogous to the foregoing (as prescribed
in the applicable law).
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19.3. A party’s choice to
terminate the contract shall not affect other party’s rights according to the
contract.
19.4. Upon termination of
the contract, rights and obligations of the parties shall also cease except
provisions on dispute settlement.
19.5. Where either party
terminates the contract:
19.5.1. The Awarding party
may choose other entities to resume work performance.
19.5.2. The Awarded party
shall immediately:
a) Cease all extra work,
except work conducted in accordance with guidance of the Awarding party in
order to protect people and asset or property of the construction works;
b) Transfer all documents
of the Awarded party, equipment, materials, and other work for which the
Awarded party has been paid to the Awarding party;
c) Remove all materials
from the construction site, except items necessary for safety and removal from
construction site.
19.6. Price determination
on contract termination date
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19.7. Payment following
contract termination
19.7.1. As soon as notice
on contract termination consistent with the clause [Termination of contract
initiated by the Awarding party] comes into force, the Awarding party may:
a) Refrain from making
additional payment to the Awarded party until costs for execution, completion,
rectification of errors and damage caused by the delay to completion deadline
(if any) and other costs approved by the Awarding party have been determined;
b) Receive reimbursement
for costs that the Awarding party incurs as a result of damage and losses from
the Awarded party and other extra costs related to construction completion
after deducting debts between the Awarding party and the Awarded party. After
receiving reimbursement for what the Awarding party incurs as a result of
losses, damage, and extra costs, the Awarding party shall pay the Awarded party
the remaining amount.
19.7.2. After receiving
effective notice of contract termination consistent with clause [Termination of
contract initiated by the Awarded party], the Awarding party shall immediately:
a) refund performance
security to the Awarded party;
b) pay the Awarded party.
Article 20. Insurance
and warranty
20.1. Insurance and
warranty consistent with construction contract shall conform to Article 20
Decree No. 210/2026/ND-CP and provisions under 20.2 and 20.3.
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20.2.1. The Awarding party
must purchase construction all risk insurance as per the law. Where
construction works sustain loss or damage which is within the scope of work of
the Awarded party, the Awarded party shall take necessary procedures in order
to claim compensation. The Awarding party shall not be held accountable for the
Awarded party's failure to follow through with the aforementioned procedures.
Where the Awarded party is eligible to claim compensation, the Awarded party
shall be subjected to deduction consistent with contract for construction
insurance service between the Awarding party and insurance service provider;
20.2.2. The Awarded party
shall purchase insurance for its equipment, personnel and insurance for third
party.
20.3. Warranty
The Awarded party, upon
receiving record of acceptance testing of construction works and work items for
use, shall:
20.3.1. Perform
construction works warranty within … months (at least 24 months) for
special class, class 1 construction works, … months (at least 12 months)
for class 2, class 3, and class 4 construction works. The parties shall
negotiate about the specifics.
20.3.2. Where the Awarding
party pays retainage for insurance purposes, the Awarded party must pay the
Awarding party performance security for construction insurance 21 days before
the date on which record of acceptance testing of construction works and work
items is received. Warranty performance security must be available throughout
warranty period, provided by a person or a juridical person, consistent with
form under Appendix No. … [forms] or other forms, and approved by the Awarding
party.
20.3.3. During warranty
period, the Awarded party must remediate all errors and defects which it causes
during construction process using its own expenditure. The aforementioned
remediation process must be initiated within 21 days from the date on which the
Awarded party receives notice of the Awarding party about these issues. Where
the Awarded party fails to undertake remediation within the aforementioned time
limit, the Awarding party has the right to hire another Awarded party (a third
party) to undertake this work in which case the initial Awarded party shall pay
all remediation costs for the third party. The Awarded party then shall have
the remediation costs deducted from its insurance claim, be notified of the
remediation costs, and be required to approve the remediation costs.
[The parties shall
negotiate about warranty eligibility and period for contract products; warranty
security amount; form of warranty security, and refund of warranty security
upon expiry of warranty period. Awarded party has the responsibility to perform
warranty in accordance with contract agreements and Decree of the Government
elaborating management of construction quality, execution, and maintenance of
construction works.]
Article 21. Risk, force
majeure, fundamental changes in circumstances
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21.1. Definitions
21.1.1. Risk means a
possibility of events or circumstances during contract execution that may
damage, cause cost overrun, time overrun, or otherwise affect performance of
obligations of contract parties.
In respect of foreseeable
risks on the date on which contract conclusion takes place, the parties shall
negotiate in details about responsibility of each party for risk management,
handling, and rectification. Cases of foreseeable risks are specified under
[SCC].
21.1.2. Force majeure
refers to a situation that is not foreseeable when signing contract and cannot
be rectified even when all necessary measures have been taken within
permissible capacity, including: earthquake, storm, flood, inundation, tsunami,
fire, foreign enemies, or other force majeure. Force majeure situations are
specified under [SCC].
21.1.3. Fundamental
changes in circumstances refer to changes in circumstances brought by objective
causes following contract conclusion the magnitude of which is so significant
that had the parties foreseen the situation, they would not have concluded the
contract or would have concluded the contract differently; where continued
execution of contract without amendment will cause serious damage to one of the
parties; where the party whose interests are affected have taken all necessary
measures within their power and appropriate to contract characteristics without
being able to prevent or mitigate damage to interest; which may include:
situations where the Government changes policies, regulations; unforeseeable
irregular geological events, and other situations that qualify conditions under
this point. Force majeure situations are specified under [SCC].
21.2. Notice on risks,
force majeure, and fundamental changes in circumstances
Where a party falls under
risks, force majeure, or fundamental changes in circumstances, the party must
inform the other party in writing at its earliest convenience and recommend
solutions. The notified party must state whether or not they accept or provide
other remarks within the time limit specified under [SCC].
21.2.1. Where a party’s
performance of its contractual obligation is obstructed by a force majeure, the
party must inform the other party in writing about the situation or causes of
the situation and specify obligation, work that has been and will be
obstructed.
a) The party that has
notified the other party shall be exempted from performance of its obligations
for the duration of the force majeure that affects its performance of
obligations.
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21.2.2. Where a party
falls under fundamental changes in circumstances, it must notify the other
party, specify affected work, degree to which work is affected and recommend
solutions or contract adjustment.
21.3. Consequences of
risks
Where risks listed under
clause [Risks, force majeure, and fundamental changes in circumstances] cause
loss or damage to construction works, real estate, materials, or documents of
the Awarded party to a certain extent, the Awarded party must immediately send
written notice to the Awarding party and rectify the losses, damage at request
of the Awarding party.
21.4. Regarding risks, the
Awarded party has the responsibilities below
21.4.1. The Awarded party
shall be responsible for securing construction works and goods from the
commencement date to the date on which record of acceptance testing is issued
or considered to have been issued according to clause [Acceptance testing,
transfer of construction works and work items] for construction works at which
point responsibilities are transferred to the Awarding party. Where record of
acceptance testing is issued (or considered to have been issued) to any work
item or construction works, responsibility for securing a work item of the
construction works shall be transferred to the Awarding party.
21.4.2. After
responsibilities have been appropriately transferred to the Awarding party, the
Awarded party shall assume responsibility for securing unfinished work on the
date that is specified on record of acceptance testing until these works are
completed.
21.4.3. Where loss or
damage occurs to construction works, materials, equipment, or documents of the
Awarded party during the period in which the Awarded party is responsible for
security according to the clause [Responsibility of the Awarded party
concerning risks], the Awarded party shall remediate losses or damage at its
own risks and expense in order to ensure that construction works, materials,
equipment, and documents of the Awarded party stay in line with the contract.
21.4.4. The Awarded party
shall be held accountable for damage or loss that occurs after record of
acceptance testing has been issued and previous matters within the
responsibilities of the Awarded party and Clause 1 Article 18 of Decree No.
210/2026/ND-CP.
21.5. Risk compensation
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21.5.1. Bodily injury,
illness, sickness, or death of a person that is a result of construction
process, execution completion, remediation of errors unless the cause of said
bodily injury, illness, sickness, or death can be attributed to negligence,
intentional decision, or violation of the contract of the Awarding party,
personnel of the Awarding party, or any representatives thereof.
21.5.2. Damage or loss of
any asset, whether the asset is real estate or personal assets (that are not
construction works) at an extent where such damage and loss:
a) Occur from or during
construction, execution, remediation process or as a result of construction,
execution, remediation process;
b) Can be attributed to
negligence, intentional decision, or violation of the contract of the Awarded
party, personnel of the Awarded party, or any person hired directly or
indirectly by them.
21.5.3. The Awarding party
must compensate for and incur losses for the Awarded party, personnel of the
Awarded party regarding complaints, damage, losses, costs, fees (including
regular fees and legal fees) related to bodily harm, illnesses, sicknesses, or
deaths that are attributed to negligence, intentional decision, or violation of
the contract of the Awarding party or personnel of the Awarding party.
21.6. Consequences of
force majeure and fundamental changes in circumstances
Where the Awarded party’s
performance of its contractual duty is obstructed by force majeure or
fundamental changes in circumstances and the Awarded party has notified
according to the clause [Notice of risks, force majeure, or fundamental changes
in circumstances] and subjected to the delay and costs as a result of the force
majeure, the Awarded party according to Article [Complaints and settlement of
disputes] has the right to:
21.6.1. Extend execution
duration as a result of the delay if completion deadline is and will be
postponed according to the clause [Extension of completion deadline];
21.6.2. Receive
reimbursement for these costs if the situation falls under description under
the clause [Definition].
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21.7. Adjustment to the
contract due to fundamental changes in circumstances
Where a party is affected
by fundamental changes in circumstances during contract execution, the party
may request the other party to consider adjustment to the contract. The party
that receives request for contract adjustment shall state whether or not they
agree or provide other remarks within the time limit under [SCC] pertaining to
request for contract adjustment.
Where the party that
receives request for contract adjustment does not accept or where the parties
fail to reach an agreement, the affected party may request the court to handle
as per the law.
21.8. Termination of the
contract due to force majeure, payment, fulfillment of liability
Where ongoing execution of
work is interrupted repeatedly during a period under [SCC] due to force majeure
which has been notified according to 21.2 or over multiple occasions where the
total duration is consistent with [SCC] by the same force majeure which has
been notified, either party may send notice of termination of contract to the
other party. In this case, termination of the contract shall become effective
within the period specified under [SCC] after the date on which the other party
receives the notice.
In this instance of
termination, the Awarding party shall pay the Awarded party:
21.8.1. Payment for any
work of which the price has been specified in the contract;
21.8.2. Costs for equipment
and materials that have been ordered for construction works and delivered to
the Awarded party or items that the Awarded party has the responsibility to
deliver: these equipment and materials shall be considered assets (and
liabilities) of the Awarding party after the Awarding party has paid and at
which point the Awarded party shall let the Awarding party use these equipment
and materials at their discretion.
21.8.3. Other costs or
liabilities where the Awarded party must incur in case of force majeure or
fundamental changes in situations in order to finish construction works.
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21.8.5. Compensation for
personnel and employees employed by the Awarded party for the entire period
related to construction works on the date on which contract termination takes
place.
Article 22.
Compensation events
22.1. The following events
shall be considered compensation events
22.1.1. The Awarding party
fails to deliver a part of construction site on the date on which delivery of
construction site takes place.
22.1.2.The Awarding party
adjusts operating schedule of other Awarded parties thereby affecting work of
the Awarding party in this contract.
22.1.3. The Awarding party
issues notice of work delay or fails to provide drawings, technical
specifications, or directives necessary for execution of construction works in
a timely manner.
22.1.4. The Awarding party
requests the Awarded party to conduct additional tests where errors are not
found in the results.
22.1.5. The Awarding party
does not approve contract for subcontractors without justifiable reasons.
22.1.6. Ground conditions
at construction site are significantly poorer than the expectation that was
made before letter of approval is issued where the approval is reasonably
granted on the basis of information that is provided for the Awarded parties
(including surveying reports on construction site), other available
information, and physical examination results of construction sites.
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22.1.8. Other Awarded
party and relevant agencies, entities or the Awarding party fail to work on
days specified in the contract and fail to work under conditions specified in
the contract, cause delay or extra costs of the Awarded party.
22.1.9. Advance payment is
not made in a timely manner.
22.1.10. The Awarded party
is affected by risks of the Awarding party.
22.1.11. The Awarding
party fails to issue certificate of construction completion in a timely manner
without a justifiable reason.
22.2. Where compensation
events under [SCC] increase the cost or prevent work completion before expected
deadline, contract price shall be increased accordingly and contract execution
period shall be extended accordingly. The Awarding party shall decide on
adjustment of contract price and extension of time.
22.3. After the Awarded party
provides proof of effect caused by individual compensation event to cost
estimates of the Awarded party, the Awarding party shall review, assess, and
adjust contract price accordingly. Where estimates of the Awarded party are not
reasonable, the Awarding party shall adjust contract price on the basis of
suitable estimates that the Awarding party prepares.
The Awarded party may not
be eligible for compensation if the Awarding party’s rights are heavily
affected as a result of the Awarding party’s failure to issue early warning or
failure to cooperate with the Awarding party.
Article 23. Contract
bonuses and violation penalties
23.1. Contract bonuses
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23.1.1. Bonus level: [Specify
the bonus level for early completion of the contractor's work or initiative. In
case the contract reward is not applied, it is specified].
23.1.2. Maximum bonus
amount: [Specify the maximum bonus total, (if any)].
23.2. Penalties for
violation of the contract
Where the Awarded party
falls … behind on schedule, the Awarded party shall be met with a penalty of …%
of the contract value for … days behind on schedule without exceeding …% of the
contract value according to Article 86 of the Law on Construction No. 135/2025/QH15.
[Specify contents
of the penalty, fines, and the maximum total penalty value consistent with
construction laws].
Article 24. Complaints
and settlement of disputes
24.1. Complaints
Comply with Article 21 of
Decree No. 210/2026/ND-CP.
24.2. Settlement of
disputes
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24.2.1. In case of
disputes that occur during contract execution, the parties shall attempt to
negotiate and settle via peaceful means according to [SCC].
24.2.2. Where negotiation
is not successful, within … days from the date on which contract dispute
occurs, the parties shall file the matter to arbitration for dispute settlement
in accordance with Vietnam’s principles under [SCC]. Decision of arbitration
(or People’s Court) shall be final and mandatory to all parties.
24.3. Invalid or
terminated contract shall not affect effectiveness of clauses pertaining to
dispute settlement.
Article 25. Final
settlement and finalization of contract
25.1. Final settlement of
contract
Final settlement of
construction contract shall conform to Article 30 of Decree No. 210/2026/ND-CP,
other relevant law provisions, and regulations below:
25.1.1. Within … days
according to [SCC] from the date on which the Awarded party receives record of
acceptance testing that has been completed according to the contract, the
Awarded party shall send … sets of documents on final settlement of contract
which consist of elaborating documents compliant with forms approved by the
Awarding party, including:
a) Record of acceptance
testing for completion of all work in contract scope and work that arises
beyond contract scope;
b) Calculation spreadsheet
for final settlement value (hereinafter referred to as “A-B settlement”), which
contains value of completed contractual work; value of work that arises beyond
contract scope (if any), value that has been paid or provisionally paid and
remaining value which the Awarding party is responsible for paying the Awarded
party;
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d) Other documents
according to contract agreements.
25.2. Time limit for the
Awarded party to submit documents on final settlement of the contract shall be
… days from the date on which completion acceptance testing of all contract
work, including additional work (if any) is conducted.
25.2. Finalization of
contract
Finalization of
construction contract shall conform to Article 31 of Decree No. 210/2026/ND-CP
and provisions below:
25.2.1. Contract shall be finalized
when:
a) Parties have fulfilled
obligations according to concluded contract;
b) Construction contract
is terminated according to Clause 2 Article 85 of the Law on Construction No.
135/2025/QH15 and Article 18 [Temporary suspension and termination of the
contract initiated by the Awarding party] and Article 19 [Temporary suspension
and termination of the contract initiated by the Awarded party].
25.2.2. Finalization of
the contract shall be completed within … days according to [SCC] from the date
on which contract parties fulfill contract obligations or contract is
terminated in accordance with Point a of this Clause.
25.3. Termination of the
Awarding party’s responsibilities
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Article 26. Contract
Effectiveness
26.1. The parties hereby
undertake to adequately comply with this contract. Number of copies, pages,
Appendices, and contract language are specified under [SCC].
26.2. This contract comes
into force from the date specified in [SCC] and after the Awarding party
receives contract performance security.
26.3. Legality of
construction contract:
26.3.1. The effective
contract shall serve as the legal basis on which the Awarding party, the
Awarded party, and relevant parties have the obligation to execute;
26.3.2. The effective
contract shall serve as the basis on which the parties settle their disputes.
Disputes that occur outside of the contract shall be settled on the basis of
relevant law provisions.
Article 27. General
clauses
27.1. The parties hereby
undertake to adequately comply with this contract. Where a party files
recommendation, proposition, or request, the other party has the responsibility
to respond.
27.2. This contract has …
pages and … appendices and includes … copies in Vietnamese language. The
Awarding party shall keep … copies in Vietnamese, the Awarded party shall keep
… copies in Vietnamese (Where two or more languages are used, the parties
shall additionally prescribe number of contract copies presented in other
languages).
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PART 4. SPECIFIC CONDITIONS OF CONTRACT
Clauses under these
Specific conditions complement and amend corresponding clauses in General
conditions. In case of discrepancies between the two parts, provisions under
Specific conditions shall prevail.
Article 1. Definitions
For the purposes of this
Contract, the following words and expressions shall have the meanings hereby
assigned to them:
1.6. The Awarding party
is … [Business name of the Awarding party].
1.7. Construction works
refer to … [Summarize name, construction location of contract package,
including information on relationship with other contract packages in
the project].
1.10. Construction site
is located at … [Specify address of construction site] and defined
in drawing No. … [Specify number of drawing].
Information on the
construction site is: [List information and data pertaining to construction
site].
1.21. Commencement date
is … [Specify the date].
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Article 2. Contract
documents and order of priority
2.1. Contract documents: …
[Specify all contents of contract documents].
2.4. Order of priority: … [Specify
contents of contract documents in order of priority if any].
Article 3. Applicable
law and contract language
3.1. This contract is
regulated by the legal system of the Socialist Republic of Vietnam; in respect
of project funded by official development assistance (ODA) and/or concessional
loan from international treaties to which Vietnam is a signatory [Specify
ODA, concessional loan].
3.2. Contract language shall be Vietnamese language.
[Where contract is
developed with involvement of a foreign party, contract language shall be
Vietnamese and other languages agreed upon by the parties. Order of priority of
contract language shall be agreed upon by the parties. Where the parties do not
enter into an agreement regarding this matter, Vietnamese language shall be
given priority.]
Article 4. Notices
4.3. Notice of a party
concluded by a competent representative or an authorized individual shall be
considered effective on … [Specify effective date].
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5.1. Contract performance
security
5.1.1. Value of contract
performance security is … [Specify % of contract value] equivalent to … [Specify
value and currency].
- Time limit for send
contract performance security to the Awarding party is … [Specify time
limit, in days, after the date on which the parties have signed the contract].
- Time limit for the
Awarded party to extend performance security is … [Specify time limit, in
days, before the date on which contract performance security expires].
- Time limit for repaying
the Awarding party is … [Specify time limit, in days, after the date on
which repayment agreement on decision is made].
- Time limit for error
remediation is … [Specify the time limit, in days, from the date on which
notice sent by the Awarding party is received].
- Time limit for refunding
contract performance security to the Awarded party is … [Specify the time
limit, in days, from the date on which record of completion acceptance testing is
issued and warranty performance security has been received].
[Where the Awarded
party is a contractor partnership, the contract must include obligation of each
member to submit performance security to the Awarding party, value of
performance security corresponding to value of contract undertaken by each
member. Where partnership members enter into an agreement where leading
contractor of partnership pays performance security for construction contract
obligations, leading contractor of partnership shall pay performance security
to the Awarding party; while fulfillment of security obligation of each
partnership member in relation to leading contractor of partnership shall
conform to partnership agreement between the parties.]
[Where clauses of
contract performance security specify expiry date, parties shall prescribe
situation where if the Awarded party has not fulfilled contract obligation …
days before expiry date, the Awarded party must renew contract performance
security until work is completed and all errors have been rectified.]
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[In respect of construction
contract under PPP projects, the Awarding party’s proof of fulfillment of
financial capacity for contract execution shall be implemented via performance
security forms consistent with the law, credit extension contracts, or loan
agreements signed with financial institutions or other payment security
solutions consistent with agreement between the parties.]
5.2. Advance payment
security (If agreed upon by the parties)
5.2.1. Time limit for
submitting advance payment collateral is … [Specify the time limit, in days,
from the date on which the contract enters into force].
[Collateral for advance
payment shall not be mandatory for construction contracts where value of
advance payment is VND 1 billion or lower and construction contracts where
implementation methods include implementation by local community according to
target programs.]
Article 6. Details and
quantity of work
6.3. Where the Awarding
party provides a number of or all construction machinery and equipment, the
parties must specify in the contract; including quantity, quality, time, and
location of provision.
[Scope of work of
construction contracts may also include procuring construction equipment;
implementing construction drawing after technical design according to contract
agreements; Addition of work scope in this case may consult similar contract
template corresponding to the additional work.]
[Where the Awarded
party is a contractor partnership, the contract must also include regulations
pertaining to division of work quantity of each partnership member (at the same
time as regulating in partnership agreement consistent with capacity of
individual contractor).]
[Where the concluded
contract involves multiple primary contractors for the execution of project
work, the scope of work, schedule, and other relevant details of each contract
must be consistent and uniform with scope of work, schedule, and other relevant
details of the projects and must avoid repetition.]
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[Where primary
contractor concludes the contract with subcontractors, the scope of work,
schedule, and other relevant details of each contract for subcontractors must
be consistent and uniform with the scope of work, schedule, and other relevant
details of contracts for primary contractors and must avoid repetition.]
Article 7. Requirements
pertaining to product quality, acceptance testing and delivery of construction
contract product
7.4. Test operation of
construction works (if any)
7.4.3. Test operation date
is … [Specify interval, in days, after the date on which notice is sent or
on requesting day].
7.5. Responsibilities of
the parties for errors
7.5.2. Time limit for
responding to the Awarded party is … [Specify time limit, in days, for
responding from the date on which request for acceptance testing of
construction works sent by the Awarded party is received].
Article 8. Period and
schedule of contract execution
8.2. Commencement date,
period of contract execution
8.2.1. Commencement date
is … [Specify full date].
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- Effective date of the
contract is … [Specify date].
8.2.3. Completion deadline
of all work is … [Specify full date].
8.3. Contract execution
schedule
- Time limit for
submitting detail work schedule is … [Specify the time limit, in days, after
commencement date].
- Time limit for
responding to the Awarded party about proposed schedule is … [Specify the
time limit, in days, from the date on which the Awarding party receives
schedule of the Awarded party].
[Where requirements
pertaining to completion deadline of specific work, stages, products of
contract are imposed, the parties must negotiate under the contract.]
[In respect of
construction contract that requires execution in stages beyond overall contract
schedule for the entire contract, detail contract schedule can be prepared for
each stage.]
8.4. Adjustment to
contract schedule
8.4.1. Other cases: …
[Specify cases where extension of time is conducted (if any)].
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9.2. Contract price
- This contract is …… [Specify
contract pricing method]
- Contract price includes:
+ In VND: … VND.
+ In foreign currency: … [Specify
foreign currency used].
+ Addition or deduction:
9.3. Advance payment
- Time limit for
submitting advance payment collateral is … [Specify the time limit, in days,
from the date on which the contract enters into force].
- Period of advance
payment collateral shall expire from the date on which the Awarding party
issues written approval.
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- Advance payment: … [Specify
advance payment including VAT (if any), instruments for advance payment,
advance payment method, etc. appropriate to construction law].
[Minimum advance
payment for construction execution contract: 10% contract price in case of
contract of which price exceeds VND 50 billion; 15% contract price in case of
contract of which price ranges from VND 10 billion to VND 50 billion; 20%
contract price in case of contract of which price is below VND 10 billion.]
[Advance payment shall
not exceed 30% contract price applicable on the date on which contract
conclusion takes place (including provisions if any). Where a higher advance
payment is required to enable the Awarded party to deposit or pay
manufacturers, suppliers of materials and equipment according to technology
design in order to satisfy project requirements and in other necessary cases,
permission from investment-decision makers shall be required. Where
investment-decision maker is the Prime Minister, decision whether to increase
advance payment amount above the 30% mark shall be made by ministers,
figureheads of ministerial agencies, Chairpersons of provincial People's
Committees.]
- Date of advance payment:
… [Specify advance payment date].
9.4. Payment
9.4.1. Payment schedule
and deadline
a) Number of installments [Specify
number of installments]. The final installment after the Awarded party
finishes work according to contract obligation.
b) Value of payment that
the Awarding party pays the Awarded party in installments [Specify amounts
that the Awarding party pays the Awarded party in installments].
c) Within …… days [Specify
number of days] from the date on which the Awarding party receives
legitimate and adequate documents requesting payment from the Awarded party,
the Awarding party must pay the Awarded party.
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Where each payment or
provisional payment is due, the Awarded party shall submit payment documents of
which quantity and contents are as follows [Specify quantity and contents of
payment documents].
- Record of acceptance
testing for quantity, work completed in practice (increased or decreased from
contract quantity) in payment stage.
- Calculation spreadsheet
of adjusted unit price, price (also known as payment unit price, payment price)
according to Article [Adjustment to unit price, work quantity, other details in
the contract and construction contract price] consistent with contract
agreement, calculation spreadsheet for work of which unit price is not
available in the contract (if any), including quantity and unit price for the
work.
- Request for payment of
the Awarded party which must contain: Value of completed quantity according to
contract, value of quantity of extra work (if any), deduction by advance
payment, other contract deductibles, payment amount requested after deducting
these amounts.
[In respect of lump-sum
contract, the parties may consider and decide to pay according to payment
schedule].
[In case of contractor
partnership, construction contract (or partnership agreement) must contain
clarification as to whether payment is sent to leading contractor of the
partnership or all contractors of the partnership.]
[Where subcontractors
designated by the project developer are used, stipulation as to whether the
project developer is allowed to pay subcontractors directly on the basis of
recommendation of primary contractors and contract agreements.]
[Documents on payment
of construction contract shall be prepared by the Awarded party appropriate to
each type of construction contract, contract price, contract agreements
(including forms, if any) and confirmed by the Awarding party or consulting
representatives (if any) and representatives of the Awarded party.]
[Contents of payment
documents (including forms, if any) shall be negotiated by the parties depending
on types of construction contract.]
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9.4.4. Payment of
retainage
Retainage from payment
amount shall be: … [Specify percentage]
[Retainage is usually
5% and at most 10% regardless of situations].
Article 10. Amendment
of contract
10.1. Adjustment to work
quantity and other details in the contract.
Adjusted quantity [Specify
cases where work quantity is adjusted or assignment of adjusted construction
work is conducted, design and scope of work is adjusted differently from
contract regulation].
In respect of adjustment
to other details of the contract [Specify adjustment principles, methods,
formula, data sources, and responsibilities of the parties as per the law].
[Where the Awarded
party is a contractor partnership, the contract (or partnership agreement) must
contain clarification pertaining to adjustment to work quantity among
partnership members according to Point c Clause 2 Article 23 of Decree No.
210/2026/ND-CP.]
[Adjustment to contract
execution schedule and period and other contract details shall be negotiated by
the parties and consistent with Article 22 and Article 25 of Decree No.
210/2026/ND-CP.]
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Cases of contract price
adjustment: … [Specify cases where contract price is adjusted together with
adjustment details, methods, time, formula, data sources, and relevant details
while ensuring compliance with adjustment principles of each contract pricing
method as per the law].
Adjustment methods conform
to guidelines under Appendix attached to Decree No. 210/2026/ND-CP.
Article 15.
Subcontractors
15.1. List of
subcontractors: … [Specify list of subcontractors conforming to the one
specified in the HSDT].
- Maximum value of work
undertaken by subcontractors: … contract price [Specify % as per the law
depending on size and characteristics of contract package].
- Other requirements
related to subcontractors: … [Specify other requirements related to
subcontractors (if any)].
[Details of contract
for subcontractors may conform to contract templates declared by the Ministry
of Construction depending on contents and scope of work undertaken by the
subcontractors.]
[Where construction
contract is under public investment project or PPP project, the parties shall
rely on bidding laws for the purpose of signing contract for subcontractor.]
Article 18. Temporary
suspension of contract
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18.1.5. A party
temporarily suspends contract execution [Specify situations, scope of
temporary suspension of contract (all or some of the work) which the Awarding
party or the Awarded party is allowed to temporarily suspend contract execution
of]
18.2. The party that
temporarily suspends contract execution must inform the other party in advance,
including the reason, time, and legal consequences. Time limit for informing
the other party must be stipulated in the contract and shall be at most … days
except cases where contract execution is affected by force majeure. Parties
have the responsibility to negotiate in resolutions for continued
implementation according to concluded contracts. Where a party fails to notify
the other party and causes damage to the other party, it shall be responsible
for compensating according to agreement.
[Specify either of the
two compensation methods below: (i) Compensation on the basis of actual damage;
(ii) Compensation on the basis of a defined amount (specify compensation
amount, compensation methods, etc. consistent with civil laws and other
relevant law provisions)].
[In respect of contract
under public investment project or PPP project, the parties shall rely on
Clause 2 Article 26 of Decree No. 210/2026/ND-CP in order to negotiate under
the contract accordingly.]
Article 19. Termination
19.1.1. Time period is … [Specify
period of time, in days or months, from a defined point in time].
19.2.1. Time period is … [Specify
period of time, in days or months, from a defined point in time].
Article 21. Risk, force
majeure, fundamental changes in circumstances
21.1.1. Foreseeable risks [Specify
foreseeable risks agreed upon by the parties].
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21.1.3. Fundamental changes
in circumstances [Specify fundamental changes in circumstances agreed upon
by the parties].
21.2. Time limit: … [Specify
number of days or months from a specified date].
21.7. Time limit: … [Specify
number of days or months from a specified date].
21.8. Time limit: … [Specify
number of days or months from a specified date].
Article 22.
Compensation events
22.2. Compensation for
damage: … [Specify “Apply” or “Not Apply”]. In case of “Apply”, Choose
either of the two compensation methods below depending on scale and
characteristics of the contract package:
22.2.1. Compensation on
the basis of all actual losses;
22.2.2. Compensation on
the basis of a specified amount. In this case, the amount, method of
compensation, etc. shall conform to civil laws.
[Specify details,
amount, and maximum total value of compensation consistent with regulations of
the law].
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24.2. Settlement of
disputes
24.2.1. Interval until
arbitration is: … [Specify time interval, in days, from the day after the
date on which notice of impasse is issued by a party].
24.2.2. Dispute settlement
method: … [Specify method of settling disputes at the court or arbitration
and specific information regarding selected settlement method includes but is
not limited to arbitrators, court].
Article 25. Final
settlement and finalization of contract
25.1. Final settlement of
contract
25.1.1. Time limit for
submitting documents on final settlement of contract is … [Specify the time
limit, in days, from the date on which record of acceptance testing and
verification of the Awarding party is received].
25.1.2. Number of
documents on final settlement of contract is … [Specify number of document
sets].
[The aforementioned elements
are mandatory for construction contract under public investment project or PPP
project.]
[Time limit for
final settlement of construction contract under public investment project or
PPP project shall conform to Clause 3 Article 30 of Decree No. 210/2026/ND-CP.]
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Duration of finalization
of contract is … [Specify the duration, in days, up to … days]
[Finalization of
construction contract under public investment project or PPP project shall
conform to Clause 3 Article 31 of Decree No. 210/2026/ND-CP.]
Article 26. Contract
effectiveness
26.1. This contract has … [Specify
number of pages], and … [Specify number of appendices], … [Specify
number of copies] in Vietnamese of equal effectiveness, and … [Specify
number of copies] in … [Specify contract languages other than
Vietnamese].
- The Awarding party shall
keep … [Specify number of copies] in Vietnamese and … [Specify number
of copies] in … [Specify contract languages other than Vietnamese].
- The Awarded party shall
keep … [Specify number of copies] in Vietnamese and … [Specify number
of copies] in … [Specify contract languages other than Vietnamese].
26.2. This contract comes
into force from … [Specify full date] and after the Awarding party
receives contract performance security according to Article 5.
THE AWARDING PARTY OR LEGAL REPRESENTATIVE THEREOF
(Signature, title, signature, seal)
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APPENDIX VII
TEMPLATE EPC CONTRACT
(Attached to Decision No. 1040/QD-BXD dated June 26, 2026 of the Minister of
Construction on template construction contract)
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
---------------
…………………………… (Location and date)
CONTRACT FOR ENGINEERING - PROCUREMENT OF MATERIALS AND
EQUIPMENT - CONSTRUCTION
No. ……/………… (year)/……(contract number)
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Contract package …………… (contract package name and number)
under …………………… Project/Construction works (title,
identification code of Project/Construction works)
between
(business name of Awarding party)
and
(business name of Awarded party)
TABLE OF CONTENTS
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PART 1. BUSINESS INFORMATION
OF THE PROJECT DEVELOPER AND THE CONTRACTOR
PART 2. BASIS FOR SIGNING
THE CONTRACT
PART 3 - GENERAL
CONDITIONS OF CONTRACTS
Article 1. Definitions
Article 2. Contract
documents and order of priority
Article 3. General
provisions
Article 4. Scope of work
Article 5. Requirements
for engineering, procurement, and construction activities
Article 6. Test and test
operation upon completion
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Article 8. Period and
schedule of contract execution
Article 9. Contract
performance security and advance payment collateral
Article 10. Contract
price, advance payment, payment
Article 11. Rights,
responsibilities, and general obligations of Project developer
Article 12. Tasks and
powers of Advisor
Article 13. Rights,
responsibilities, and general obligations of Contractor
Article 14. Amendment of
contract
Article 15. Subcontractors
Article 16. Temporary
suspension, termination of the contract initiated by Project developer
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Article 18. Insurance and
warranty of construction works
Article 19. Responsibility
for errors
Article 20. Bonuses and
penalties for violation of the contract, and responsibility for compensation
Article 21. Risk, force
majeure, fundamental changes in circumstances
Article 22. Complaints and
settlement of disputes
Article 23. Final
settlement and finalization of contract
Article 24. Contract
effectiveness
PART 4 - SPECIFIC CONDITIONS
OF CONTRACT
Article 1. Definitions
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Article 3. General
provisions
Article 5. Requirements
for engineering, procurement, and construction activities
Article 6. Test and test operation
upon completion
Article 7. Acceptance
testing of Project developer
Article 8. Period and
schedule of contract execution
Article 9. Contract
performance security and advance payment collateral
Article 10. Contract
price, advance payment, payment
Article 11. Rights,
responsibilities, and general obligations of Project developer
Article 12. Tasks and
powers of Advisor
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Article 14. Amendment of
contract
Article 15. Subcontractors
Article 16. Temporary
suspension, termination of the contract initiated by Project developer
Article 17. Temporary
suspension, termination of the contract initiated by Contractor
Article 18. Insurance and
warranty of construction works
Article 19. Responsibility
for errors
Article 20. Bonuses and
penalties for violation of the contract, and responsibility for compensation
Article 21. Risk, force
majeure, fundamental changes in circumstances
Article 22. Complaints and
settlement of disputes
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Article 24. Contract
effectiveness
LIST OF ACRONYMS AND ABBREVIATIONS
SCC
Điều kiện cụ thể
(Specific conditions)
BD
Hồ sơ mời thầu (Bidding
document)
RFP
Hồ sơ yêu cầu (Request for
proposal)
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Hồ sơ dự thầu (Bid)
HSDX
Hồ sơ đề xuất (Proposal)
VND
Vietnam Dong
PART 1. BUSINESS
INFORMATION OF THE PROJECT DEVELOPER AND THE CONTRACTOR
Today, on ……… (date) at
(location)
……………………………………….,
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1. Project developer
(the Awarding party):
Business name: ……………………
Representative (or
authorized person): Mr./Mrs./Ms. ……………… Title: ………
Address: ………………
Account: ………………………
Taxpayer Identification
Number (TIN): ……………
Business registration (if
any): …………
Phone: …………………………………… Fax:
………………………………….
E-mail: ………………………….
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2. The Contractor (the
Awarded party):
Business name:
Representative (or
authorized person): Mr./Mrs./Ms. ……………… Title: ………………
Address: …………………………………
Account: ………………………
Taxpayer Identification
Number (TIN): ……………
Business registration (if
any): …………
Phone: …………………………………… Fax:
………………………………….
E-mail: ………………………….
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(In case of contractor
partnership, specify information of all partnership members and leading
contractor of the partnership)
The parties hereby sign
the contract for execution of ………… EPC contract package [Specify name of
contract package] under ……………… Project [Specify name of project];
project code ……… [Specify project code], construction works code ……… [Specify
construction works code], as follows:
PART 2. BASIS FOR CONCLUDING CONTRACT
Pursuant to the Civil
Code dated November 24, 2015;
Pursuant to the Law on
Construction No. 135/2025/QH15 dated December 10, 2025;
On the basis of Decree
No. 210/2026/ND-CP dated June 15, 2026 of the Government elaborating
construction contract;
Pursuant to Decree No.
207/2026/ND-CP dated June 15, 2026 of the Government elaborating quality
management, construction execution, and maintenance of construction works;
Pursuant to Decree No.
217/2026/ND-CP dated June 19, 2026 of the Government elaborating management of
construction activities;
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Pursuant to Contractor
selection results under Decision/document No. [Specify number of
Decision/document] and Record of EPC contract negotiation dated ……… [Specify
date]
PART 3 - GENERAL CONDITIONS OF CONTRACT
Article 1. Definitions
Terminologies and phrases
used hereunder shall have their definitions attributed as follows (unless
otherwise clearly conveyed by the context):
1.1. Project developer refers
to the organization specified in section 1 Part 1.
1.2. Contractor refers
to the organization specified under section 2 Part 1.
1.3. Subcontractor refers
to a contract entering into construction contract with the Contractor for
execution of a part of the contract.
1.4. Representative of
Project developer refers to a person mentioned by the Project developer in
the contract or designated from time to time to coordinate work on behalf of
Project developer.
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1.6. Advisor refers
to an organization or individual entering into service contract with the
Project developer for one or multiple specialized work related to management of
execution of this contract.
1.7. Representative of
Advisor refers to an individual designated by the Advisor to act on their
behalf and exercise tasks given by the Advisor.
1.8. Project refers
to construction investment project under [SCC].
1.9. Work refers to
work undertaken by the Contractor, including engineering, procurement,
construction, and other related work in a manner that conforms to contract
requirements and reasonably satisfies requirements of Project developer in
order to deliver complete, safe, and effective construction works to the
Project developer.
1.10. Contract
documents refer to all dossiers under clause 2.1.
1.11. Contract refers
to all documents constituting contract dossiers and amendments agreed upon by
the parties during contract execution.
1.12. Bidding documents (or
Request for proposal) of the Project developer refer to all documents under
the Appendix pertaining to [Bidding documents (or Request for proposal) of the
Project developer].
1.13. Letter of bid refers
to written recommendation of the Contractor that has been approved by the
Project developer and contains bid price for work performance consistent with
contract agreements.
1.14. Bid (or Proposal)
of the Contractor is the letter of bid signed by the Contractor,
attachments, other documents that the Contractor submits to the Project
developer, and included in the contract according to Appendix pertaining to
[Bid (or Proposal) of Contractor]
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1.16. Technical
instructions refer to a combination of technical requirements based on
national technical regulations, project standards in order to guide, prescribe
materials, products, equipment used in construction works and construction
execution, supervision, acceptance testing according to description under
Appendix pertaining to [Technical instructions].
1.17. Design dossiers refer
to all drawings, calculation spreadsheets, technical presentation, and other
documents related to construction works executed by the Contractor consistent
with fundamental design or FEED design approved by the Project developer.
1.18. Party refers
to the Project developer or the Contractor depending on the context.
1.19. Day refers to
a calendar day; and month refers to a calendar month unless otherwise
stipulated.
1.20. Working day refers
to any calendar day, except for Saturday, Sunday, public holiday or Lunar New
Year holiday as stipulated by Vietnam’s law.
1.21. Starting day of
work refers to a day that has been notified according to clause 8.1, unless
otherwise stipulated in the contract.
1.22. Completion
deadline refers to the date on which construction works or work items
(depending on the case) are completed according to clause 8.2, including extension
of time according to clause 8.4 and is calculated from the commencement date
(or a specific day agreed upon by the parties).
1.23. Record of
acceptance testing refers to a record issued in a manner consistent with
Article 7.
1.24. Equipment of the
Contractor refers to all machinery, equipment, vehicles, and other instruments
that are necessary for the Contractor to complete contract work and rectify
errors (if any).
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1.26. Primary
construction works refer to construction works specified under [SCC] that
the Contractor undertakes according to the contract.
1.26. Work item refers
to primary construction works or a standalone unit of primary construction
works specified in the contract (if any).
1.27. Temporary construction
works refer to other construction works that aid the construction process
of primary construction works.
1.28. Construction
works include primary construction works and temporary construction works.
1.29. Construction site
refers to the location that the Project developer hands over to the
Contractor for construction work and any other location stipulated in the
contract.
1.30. Law refers to
the legal system of the Socialist Republic of Vietnam.
1.31. Adjustment refers
to amendment, revision to scope of work, technical instructions, design,
contract price, contract execution period, and other details of the contract
where the Project developer approves in writing.
1.32. Contract price refers
to all costs that the Project developer undertakes to pay the Contractor
according to 10.1 and Appendix pertaining to [Contract price, advance payment,
and payment].
Article 2. Contract
documents and order of priority
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2.1.1. Construction
contract agreement (if any);
2.1.2. Notice of winning
bid or Contractor designation;
2.1.3. Letter of bid;
2.1.4. Specific conditions
of the contract, terms of reference;
2.1.5. General conditions
of construction contract;
2.1.6. Bidding documents
(or Request for proposal) of the Project developer;
2.1.7. Design drawings and
technical guidelines;
2.1.8. Bids (or Proposal)
of the Contractor;
2.1.9. Record of contract
negotiation, documents on amendments to construction contracts;
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2.1.11. Other relevant
documents.
2.2. Order of application
priority of documents in contract documents is specified under [SCC].
Article 3. General
provisions
3.1. Applicable law and
contract language
3.1.1. The contract is
regulated by the legal system of the Socialist Republic of Vietnam and relevant
guiding documents.
3.1.2. Language used in
application and transaction of the contract shall be Vietnamese and other
languages specified under [SCC]
3.1.3. Order of priority
of languages is specified under [SCC].
3.2. Transfer of contract
Neither party has the
right to transfer the contract, in part or in whole, or contract interest or
obligations without approval. However, the parties may partially transfer the
contract as long as they comply with regulations of the law and obtain approval
from the other party prior to the transfer. The parties are allowed to use the
contract as collateral at a bank or a financial institution.
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Each party shall take into
consideration contract details related to their secrets and ownership unless
otherwise necessary for fulfillment of obligations or compliance with
regulations of the law. The Contractor is not allow to disclose any details of
the work to a third party without prior negotiation with the Project developer.
3.4. Legal compliance
Contract execution shall
conform to applicable regulations of the Socialist Republic of Vietnam and
obligations below:
3.4.1. Project developers
must satisfy conditions for construction commencement as per the law unless the
parties agree otherwise;
3.4.2. The contract must
declare and pay taxes, charges, fees, and apply for all documents (licenses and
permits) as per the law related to the work; the Contractor shall compensate
the Project developer and incur damage that occurs to the Project developer as
a result of their failure to adhere with regulations of the law.
3.5. Several
responsibility and joint responsibility
In case of the Contractor
is a contractor partnership:
3.5.1. This contract
legally binds several and joint responsibilities of each partnership member.
3.5.2. The Contractor must
inform the Project developer about leading contractor of the partnership who is
jointly responsible with other partnership members.
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3.5.4. The Contractor is
not allowed to adjust their legal status or structure without approval of the
Project developer.
For the purpose of
preventing confusion, several and joint responsibilities of each contractor
partnership member must not be intentionally affected by or subjected to the
partnership agreement.
3.6. Communication methods
Where parties make
request, recommendation or promulgate or approve matters according to
stipulation in terms or conditions of this contract, the parties shall
communicate with each other by any of the following means of communication:
3.6.1. In written form and
delivered directly (in form of receipt), via post, via fax, via email, or other
means according to [SCC].
3.6.2. Sent or delivered
to provided address of recipient.
Where the recipient
provides a new address, the information shall be sent to this address.
Otherwise, notice and request from a party to the other party shall be sent to
corresponding address of the parties according to [SCC].
Article 4. Scope of
work
The Contractor shall
undertake engineering, procurement, and construction of construction works
described under Appendix pertaining to [Bidding documents (or Request for
proposal) of the Project developer] on the basis of contract price under
Article …, according to general description, but not limited by contents below
and rectify errors within their responsibility.
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4.1. In respect of
engineering work (E)
Conduct construction
surveying (if any) and provide services for construction design implemented
after fundamental design or FEED design (front-end engineering design) and
other services related to work;
4.2. In respect of
procurement work (P)
4.2.1. Provide or arrange
supply of technology equipment, construction equipment (if any), and necessary
materials for work execution unless otherwise specified in the contract;
4.2.2. Arrange customs
procedures, including organizing guarantee, storage, and transportation in
Vietnamese territory for imported materials, equipment, and goods that serve
construction process;
4.2.3. Cooperate with
subcontractors, suppliers, other parties hired by the Contractor related to the
work, and copyright providers (if any) in ensuring that materials and equipment
are used in construction process according to contract stipulation;
4.3. In respect of
construction work (C)
4.3.1. Procure, promote,
examine, and arrange delivery of construction materials; construction equipment
and machinery, temporary construction works to construction site and other
necessary work to execute construction in a manner consistent with design
dossiers and the contract;
4.3.2. Prepare construction
solutions and commence construction in a manner compliant with description
under Appendix pertaining to [Bidding documents (or Request for proposal) of
the Project developer];
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4.3.4. Build and maintain
temporary construction works safely and effectively to enable execution of the
work until they are removed from construction site or returned according to
contract requirements;
4.3.5. Choose, manage,
supervise subcontractors; employ, train, organize, oversee, and supervise 1
employee working on construction site for the purpose of the work in a manner
that ensures that the employee receives adequate instructions pertaining to
appropriate working methods, occupational safety, and environmental hygiene
according to contract requirements;
4.3.6. Provide, oversee,
and regulate movement within construction site; safe and orderly arrival to,
departure from construction site for personnel of the Contractor including:
employees, managerial and supervising personnel, construction site managers,
personnel of suppliers, subcontractors;
4.3.7. Prepare, carry out,
supervise, coordinate test operation of construction works according to
Appendix pertaining to [Bidding documents (or Request for proposal) of the
Project developer];
4.3.8. Provide other
services necessary to complete construction works acceptance testing according
to the contract;
4.3.9. Provide training,
transfer technology, guide personnel of the Project developer to operate and
maintain construction works according to Appendix pertaining to [Bidding
documents (or Request for proposal) of the Project developer].
4.3.10. Implement as-built
documentation process in a manner compliant with applicable laws.
4.4. Implement activities
that are not elaborated under this Article but deemed by the contract as
necessary for completion of the work and consider the costs for such
implementation included in contract price unless otherwise stipulated in the
contract.
Article 5. Requirements
for engineering, procurement, and construction activities
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5.1.1. General
requirements:
The Contractor shall be
responsible for work related to construction surveying, design, design
dossiers, and other work related to engineering work that it conducts and
accuracy of these work.
Where the Contractor finds
error or discrepancy between request of the Project developer during
engineering process, the Contractor must immediately inform the Project
developer prior to executing engineering work and request the Project developer
to clarify if necessary.
Where the Project
developer discovers errors in design dossiers prepared by the Contractor at any
point, the Project developer shall request the Contractor to rectify the errors
to stay in line with request of the Project developer.
However, the Project
developer shall be responsible for accuracy of details below that the Project
developer or representative thereof provides the Contractor with:
a) Documents, data, and
information under the contract that are deemed not adjustable or within
responsibility of the Project developer;
b) Use purpose of
construction works or part of construction works provided by the Project
developer;
c) The Contractor shall
ensure that engineering work and documents of the Contractor must comply with:
(i) Regulations of the
law.
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5.1.2. Regulations and
standards applicable in design
Design work of the Project
developer must conform to project standards, technical instructions (if any),
other requirements of the contract, and regulations of the law.
5.1.3. Requirements
pertaining to design dossiers
Design dossiers must
include drawings, technical documents, other necessary documents specified under
Appendix pertaining to [Bidding documents (or Request for proposal) of the
Project developer] and satisfy requirements of the Project developer or be
inspected, approved by the Project developer or approved by competent authority
as per the law. Unless otherwise stipulated, design dossiers of the Contractor
must be presented in languages compliant with clause 3.1.
Where requirements of the
Project developer or law provisions require design dossiers of the Contractor
to be submitted to the Project developer for consideration, inspection, and
approval, the design dossiers shall be submitted together with notice below.
Unless otherwise stipulated under request of the Project developer, time limit
for reviewing and approving must not exceed the time limit under [SCC] from the
date on which the Project developer receives legitimate design dossiers of the
Contractor. Within the time limit for consideration, inspection, and approval,
the Project developer may notify the Contractor if design dossiers contain details
that are not compliant with the contract. Where a component of design dossiers
are not compliant with the contract, the Contractor must amend and resubmit to
the Project developer for consideration, inspection, and approval according to
this clause at their own expense.
In respect of work that
requires design dossiers:
a) Construction process
shall only start after design dossiers are available;
b) Construction process
shall adhere to design dossiers;
c) In case of design
changes, construction process shall only start after design dossiers are
amended.
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5.1.4. The Contractor’s
responsibilities for errors in design dossiers
Where design dossiers
contain errors or defects or are inconsistent or compliant with the contract,
the Contractor must incur costs for additional design work or rectification of
these errors and errors related to construction works or parts of construction
works that the Contractor has conducted, including cases where the Project
developer has approved design dossiers.
5.2. Requirements
pertaining to procurement work
5.2.1. All materials,
technology equipment, construction work equipment (if any) before being
delivered to construction works must satisfy quality, quantity, and origin
requirements according to the contract. In respect of materials that must be
inspected prior to being delivered to construction works according to
requirements of the contract, the Contractor shall conduct inspection according
to the contract.
5.2.2. The Contractor
shall be responsible for stability and safety of all equipment throughout
construction period, completion of construction works during warranty, and
implementation of warranty (the Contractor shall be responsible for technical
engineering, personnel such as experts, repair technicians assisting the
Project developer in operation, rectification, maintenance, and warranty)
within the period under [SCC].
5.2.3. All machinery and
equipment installed to construction works must be consistent with contract
description and technical requirements approved by the Project developer
(according to technical standards and characteristics), compliant with law
provisions, be accompanied by certificate of origin (CO) of state of
manufacturer and certificate of quality (CQ) of manufacturer. The Contractor
must provide certificate of quality control system compliant with standards of
state of manufacturer or equivalent.
5.2.4. Provide training,
transfer technology (if any) to enable the Project developer to operate,
maintain, and provide warranty according to the contract.
5.3. Requirements for
construction work
5.3.1. The Contractor
shall adhere to applicable technical regulations or project standards described
under Appendix pertaining to [Project standards] and law provisions pertaining
to quality management of construction works;
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5.3.3. Contractor shall
develop solutions for construction arrangement, equipment and material
consolidation, construction equipment and material organization at construction
site that do not affect surrounding activities; construction solutions
consistent with work requirements, equipment and material supply schedule, and
practical situations at the construction site.
5.3.4. Prepare, submit
overall and detailed contract execution schedule to the Project developer for
approval to enable contract execution. Overall schedule must include primary
completion milestones.
5.3.5. Develop solutions
for occupational safety, environmental hygiene, fire safety, safety and order
during construction.
5.3.6. On the basis of
construction and acceptance testing standards, design dossiers and the
Contractor must develop procedures and methods for examining, supervising
construction work quality, and ensuring adequate compliance with the contract
and law provisions.
5.3.7. The Contractor
shall execute, complete construction process, and rectify construction errors
in a manner consistent with design dossiers and compliant with applicable
construction procedures and regulations of the Government, conditions of
construction works, and guidance of the Project developer.
5.3.8. Construction,
installation, and operation of equipment must strictly adhere to requirements
of design dossiers and instructions of manufacturer.
5.3.9. Where loss or
damage occurs to construction works, employees, materials, machinery, and
equipment during contract execution, the Contractor shall repair and compensate
at their discretion and expense.
5.3.10. The Contractor has
the responsibility to arrange construction process in a manner satisfactory to
technical requirements and completion deadline under the contract.
5.3.11. Following
construction, the Contractor shall develop plans for training and guiding
operation for the Project developer. Provide construction works operation
manuals, operation procedures, maintenance manual.
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5.3.13. Following
acceptance testing of construction works, the Contractor shall resume
continuous operational supervision of construction works within the period
under [SCC] and file reports on operation effectiveness of construction works
to the Project developer.
5.3.14. Ensure effective
implementation of the entire construction works and fulfillment of requirements
of the Project developers as per the contract.
5.3.15. Equipment
installed to construction works shall have capacity, technical specifications,
type, origin compliant with the contract and design dossiers.
5.3.16. Installation process
of equipment and machinery shall be compliant with design dossiers and accurate
for the purpose of normal operation and increased service life.
5.3.17. Installed
equipment that does not meet technical requirements (not complying with
standards, operation manuals of manufacturers, regulations under applicable
technical regulations, etc.) shall not be allowed to undergo acceptance testing
and must be removed from construction site within the period under [SCC].
5.3.18. The Contractor
shall prepare construction site, technical cadres, operators, repair
technicians, energy sources, necessary materials for static acceptance testing,
unladen interconnected acceptance testing of equipment.
5.3.19. During period of
unladen interconnected acceptance testing and laden test operation, the
Contractor shall assign adequate number of technicians and standby personnel to
handle incidents and errors as they occur.
5.3.20. The Contractor has
the responsibility to monitor, provide guidelines on installation consistent
with technical requirements, design dossiers, technical guidelines of
manufacturers, cooperate with relevant parties in conducting test operation of
equipment according to design capacity, and assist the Project developer in
adequately assessing quality of equipment installation.
5.3.21. The Contractor has
the responsibility to, at their discretion, examine completion of equipment
installation, prepare documents on acceptance testing (record, as-built
dossiers, construction log, etc.); ensure that equipment installation complies
with technical requirements and test operation satisfies requirements under
design dossiers.
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6.1. The Contractor has
the obligation to
Inform the Project
developer (or Advisor) about the date on which the contract is ready to conduct
completion tests. Unless otherwise agreed, completion tests shall be conducted
within the period compliant with [SCC] from the date on which notice is
received or on the day requested by the Project developer (or Advisor).
6.2. Delayed completion
tests
Where completion tests are
delayed as a result of the Contractor’s fault, the Project developer (or the
Advisor) may request the Contractor to conduct completion tests. Within a
period of time from the date on which the Contractor receives notice according
to [SCC], the Contractor shall conduct completion tests.
Where the Contractor fails
to conduct completion test within the time period under [SCC] from the date on
which it receives notice of the Project developer (or Advisor) pertaining to
completion test date, the Project developer may conduct these tests at the risk
and expenses of the Contractor. The completion test shall then be considered to
have been conducted; the Contractor must accept the results of completion test.
6.3. Repeated test
Where completion test
concerning construction works or work items of construction works is not
satisfactory, the Project developer (or Advisor) may request the Contractor to
repeat these tests and relevant work in a manner that maintains procedures and
conditions of the previous tests.
6.4. Unsatisfactory
completion test
Where repeated completion
test concerning construction works or work items according to clause 6.3 is
unsatisfactory, the Project developer has the right to:
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6.4.2. Remove construction
works or work items (on a case-by-case basis) of which completion test is
unsatisfactory and which affect interests of the Project developer. In this
case, the Project developer has the right to request the Contractor to
compensate in accordance with 19.4.3.
Article 7. Acceptance
testing of Project developer
7.1. Acceptance testing of
construction works
Within the period specified
under [SCC] from the date on which the Project developer receives request for
acceptance testing of construction works from the Contractor, the Project
developer shall:
7.1.1. Issue record
acceptance testing of construction works which contains the date on which
construction of construction works or work items finishes to the Contractor, or
7.1.2. Reject, provide
reasons, and state specific work which the Contractor must complete in order to
obtain record of acceptance testing of construction works. The Contractor shall
be required to complete the required work before making additional notice
according to this clause.
Within the period
specified in [SCC] from the date on which the Project developer receives
request for acceptance testing of subsequent construction works, the Project
developer shall issue or provide reasons for refusing to issue record of
acceptance testing of construction works to the Contractor. Where the Project
developer does not object within the aforementioned period and where construction
works or work items (on a case-by-case basis) are essentially compliant with
the contract, the Project developer shall issue record of acceptance testing.
7.2. Acceptance testing of
construction stage or construction works parts
The Project developer
shall issue record of acceptance testing for each part of primary construction
works. The Project developer shall not use any part of the construction works
(unless temporarily as elaborated in the contract or agreed upon by the
parties) unless and until record of acceptance testing for the corresponding
construction works part is issued. However, if the Project developer uses any
part of the construction work before the corresponding record of acceptance is
issued:
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7.2.2. The Contractor
shall no longer be responsible for the construction works part from this day at
which point the Project developer shall be responsible, and
7.2.3. The Project
developer shall issue record acceptance testing for this part of construction
works at request of the Contractor.
Where the Contractor
incurs costs that arise as a result of the Project developer's reception and/or
use which is not elaborated in the contract but agreed upon by the parties, the
Contractor shall:
a) Inform the Project
developer and
b) Pay the costs plus
reasonable profits and add to contract price under 22.4. The Project developer
shall, immediately after receiving the notice, accept or determine the costs
and profits in accordance with clause 11.4.
7.3. Interfering
completion test
Where the Contractor fails
to conduct completion tests within the period specified under [SCC] and the
Project developer is at fault, the Project developer shall be considered to
have finished acceptance testing of construction works or work items (on a
case-by-case basis) on the date on which completion tests should have been
finished.
In this case, the Project
developer (or Advisor) shall issue record of acceptance testing of construction
works or work items and the Contractor shall conduct completion tests as soon
as possible before the time limit for notifying errors expires. The Project
developer (or Advisor) shall send notice pertaining to requirements of
completion test before the period specified under [SCC] according to the
contract.
Where the Contractor
encounters delay or incurs costs as a result of delay in completion test, the
Contractor shall inform the Project developer (or Advisor) and have the right
to:
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7.3.2. Pay costs plus
reasonable profits and add them to contract price.
The Project developer
shall, after receiving the notice, accept or determine these matters in
accordance with clause 11.4.
7.4. Record of acceptance
testing for completed quantity and work
Obligations of the
Contractor shall not be considered to have been fulfilled if the Project
developer has not issued record of acceptance testing of construction works for
operation and use which contains the date on which the Contractor has
adequately fulfilled its contract obligations.
The Project developer (or
Advisor) shall issue record of acceptance testing of construction works for
operation and use within the period under [SCC] after the date on which notice
of error expires or after the Contractor has provided all Contractor’s
documents and completed then conduct completion tests of all construction works
and work items, including repair of errors.
7.5. Unfulfilled
obligations
After issuing record of
acceptance testing of construction works for operation and use, each party then
has the responsibility to complete unfulfilled obligations (according to the
record).
7.6. Return of
construction premise
The Contractor shall, upon
receiving record of acceptance testing of construction works for operation and
use, remove all its excess machinery and equipment, waste, and temporary
construction works from the construction site.
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Balance of revenues
generated by the aforementioned disposal process shall be returned to the
Contractor. Where this amount is lower than payments made by the Project
developer, the Contractor shall pay the Project developer for the difference.
7.7. Test operation of
individual parts of construction works
This clause is applicable
to all test operations specified in the contract, in addition to completion
test operation (if any).
The Contractor must
provide machinery, support, documents, other information, electricity,
equipment, fuel, instruments, tools, personnel, materials, qualified and
experienced employees in order to conduct test operation effectively. The
Contractor shall negotiate with the Project developer (or Advisor) about time
and location of test operation of equipment, materials, and other work items.
The Project developer (or
Advisor) according to Article 14 may change location or details of test
operation or guide the Contractor to conduct additional test operations. Where
additional test operations or changes indicate that equipment, materials, or
qualifications of the Contractor do not conform to the contract, costs for
implementing the changes shall be incurred by the Contractor regardless of
other contract clauses.
The Project developer (or
Advisor) must inform the Contractor about its intention to participate in test
operations within the time limit under [SCC]. Where the Project developer (or
Advisor) does not participate in test operations at chosen location and time,
test operations shall be considered to have been conducted by the Contractor at
the presence of the Project developer unless otherwise stipulated by the
Project developer (or Advisor).
Where the Contractor
encounters time overruns or cost overruns as a result of compliance with
guidelines of the Project developer or the Project developer’s
responsibilities, the Contractor must inform the Project developer (or Advisor)
and exercise the rights under clause 22.1 to:
7.7.1. Apply for time
extension as a result of time overruns if completion is or will be delayed
according to clause 8.4, and
7.7.2. Incur extra costs
added to contract price.
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The Contractor shall
submit verified reports on test operations to the Project developer. Where test
operations have been completed, the project developers shall approve record of
test operation of the Contractor. Where the Project developer does not
participate in test operation, the Project developer shall be considered to
have approved the reports.
7.8. Rejection
Where results of
examination, supervision, measurement, or test indicate errors of equipment,
materials, design, or qualifications that are not consistent with the contract,
the Project developer (or Advisor) may reject these equipment, materials,
design, or qualifications and inform the Contractor. The Contractor must
immediately rectify the errors and ensure that rejected items are handled in a
manner compliant with the contract.
Where the Project
developer (or Advisor) requests that equipment, materials, design, or
qualifications must be tested again, tests shall be conducted in the same
procedures and conditions in which the previous tests are conducted. Where
rejection and repeated tests cause cost overruns for the Project developer, the
Contractor shall pay the Project developers for these costs in accordance with
clause 11.2.
7.9. Repair work
Regardless of previous
completion tests or certification issuance, the Project developer (or Advisor)
may guide the Contractor to:
7.9.1. Remove equipment
and materials that are not compliant with the contract from the construction
site;
7.9.2 Remove and repeat
work that is not compliant with the contract;
7.9.3. Conduct work which
is required immediately to maintain construction works safety.
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Where contract fails to
comply with guidelines, the Project developer according to clause 11.3 has the
right to hire other organizations and individuals to undertake the work. Unless
the Contractor inherits the right to pay for the work, the Contractor must pay
the Project developer for all costs that occur as a result of failure to comply
with guidelines according to clause 11.2.
7.10. Right to own
equipment and materials
Each list of equipment and
materials in the scope of the contract shall become assets of the Project
developer after the Contractor has been paid for the equipment and materials.
Article 8. Period and
schedule of contract execution
8.1. Commencement and
completion date of the work
The Project developer (or
contract) must inform the Contractor in advance about starting day of work according
to [SCC] within the time limit that is not lower than the requirements under
[SCC] after the contract has entered into force.
The Contractor shall start
the work from the starting day of work and complete the work within the time
limit under [SCC] or completion time limit adjusted consistent with contract
execution schedule approved by the Project developer.
8.2. Completion time
limit:
The Contractor must
complete work, entirely or individually (if any) within the time limit
including:
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8.2.2. All work specified
in the contract or work items have been completed and undergone acceptance
testing consistent according to clause 7.1.
8.3. Implementation
schedule of the work
The Contractor shall
submit overall and detail work schedule to the Project developer (or Advisor)
within the time limit under [SCC] from the starting day of work. The Contractor
shall also submit amended work schedule if previous work schedule is not in
line with practical schedule or is not consistent with obligations of the
Contractor. Unless otherwise stipulated in the contract, each copy of the work
schedule include:
8.3.1. Execution order of
the work of the Contractor and estimated time limit for each primary stage;
8.3.2. Completion test
procedures and duration are specified in the contract; and
8.3.3. Supporting reports
include:
a) General description of
methods that the Contractor adopts and primary stages of the work;
b) Details indicating
reasonable estimation of the Contractor pertaining to necessary quantity of
personnel and equipment of the Contractor for work execution in each main
stage.
The Contractor shall
comply with this schedule and the Contractor’s obligation according to the
contract except for situations where the Project developer (or Advisor), within
the time limit under [SCC] from the date on which it receives work schedule,
informs the Contractor about the extent to which the schedule is not in line
with the contract. Personnel of the Project developer may rely on the work
schedule to plan their activities.
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Where the Project
developer (or Advisor) informs the Contractor that work schedule (within a
defined extent) does not adequately adhere to the contract or practical
schedule or plans and progress proposed by the Contractor, the Contractor shall
submit a schedule copy that has been adjusted to stay in line with this clause
to the Project developer.
8.4. Extension of time
The Contractor, according
to clause 22.1, has the right to extend completion deadline if and to the
extent where completion for the purpose of clause 7.1 suffers from or will
suffer from time overruns due to any of the reasons below:
8.4.1. Changes occur
(unless adjustment to completion deadline has been agreed upon according to
clause 14.3 or an important change of a part of contract work;
8.4.2. Causes of time
overruns result in further extension of time compliant with a clause of these
conditions;
8.4.3. Time overruns,
obstructions on construction site are caused by the Project developer,
personnel of the Project developer, or other contractors of the Project
developer.
8.4.4. Unexpected shortage
of personnel or goods occur as a result of Government activities;
8.4.5. Force majeure or
fundamental changes in circumstances compliant with Article 21 occur.
Where the Contractor deems
itself eligible for extension of completion deadline, the Contractor shall
inform the Project developer (or Advisor) according to clause 22.1. For the
purpose of determining extension of completion deadline under this clause, the
Project developer (or Advisor) must reconsider previous decision and may
increase duration of extension and is not allowed to decrease duration of
extension.
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If 2 conditions below are
met simultaneously:
8.5.1. The Contractor has
adequately adopted procedures prescribed by the Government but the authority
fails to implement in a timely manner or does not execute work requested by the
Contractor; and
8.5.2. Where an experience
Contractor cannot foresee the time overrun or failure to conduct the work.
In this case, the time
overrun or failure to conduct this work shall be considered a cause of the time
overrun according to clause 8.4.
8.6. Actual schedule
At any time:
8.6.1. Actual schedule is
too slow for the work to be completed within completion deadline; and/or
8.6.2. Actual schedule has
fallen or will fall behind on planned (estimated) schedule of the schedule
according to clause 8.3 due to reasons that are not specified under clause 8.4
in which case the Project developer (or Advisor) may guide the Contractor
according to clause 8.3 to submit a copy of adjusted schedule and reports
detailing adjustment solutions that the Contractor proposes for application in
order expedite the schedule and complete within the completion deadline.
Unless otherwise notified
by the Project developer (or Advisor), the Contractor shall implement these
proposed solutions, including increasing working hours, number of personnel of
the Contractor and/or goods for which the Contractor must incur the risks and
costs. Where these proposed solutions cause cost overruns to the Project
developer according to clause 11.2, the contract must pay the Project developer
for these costs in addition to damage caused by the time overruns (if any)
according to clause 8.7 below.
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Where the Contractor fails
to comply with clause 8.2, the Contractor according to clause 11.2 shall pay
the Project developer for damage caused by this non-compliance. The damage
shall be monetary amounts specified in Appendix pertaining to [Work schedule]
and paid in the interval between completion deadline in the contract and the
date specified in record of work acceptance testing. However, the sum of monetary
amount under this clause shall not exceed the maximum sum caused by damage of
time overruns (if any) according to [SCC].
The damage shall only
include damage caused by the compensating Contractor but not termination
compliant with clause 16.7 before completion of the work. The damage
compensation shall not reduce obligation to complete the construction works or
any other responsibility and task of the Contractor according to the contract.
Article 9. Contract
performance security and advance payment collateral
9.1. Contract performance
security
The Contractor must submit
contract performance security to the Project developer with corresponding value
and type of currency and within the time limit under [SCC] from the date on
which the contract is signed.
Contract performance
security must be provided by a qualified bank or financial institution as per
the law using form agreed up on by the party or other form approved by the
Project developer.
The Contractor must ensure
that the performance security is effective until it has finished construction,
repair work or until the Project developer has received construction work
warranty security. Where the terms of contract performance security specify
date of expiry and the Contractor has not received certificate of contract
performance on the date specified in [SCC] before the date of expiry, the
Contractor must extend effectiveness of the performance security until work is
completed, all errors have rectified or until the Project developer receives
construction works warranty security.
The Project developer is
not allowed to collect contract performance security except for amount that it
is eligible to receive according to the contract where:
9.1.1. The Contractor fails
to extend effectiveness of contract performance security in which case the
Project developer may collect the contract performance security in its
entirety.
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9.1.3. The Contractor
fails to rectify errors within the time limit under [SCC] from the date on
which it receives notice of the Project developer requesting rectification, or
9.1.4. The Project
developer is allowed to terminate the contract according to clause 16.7
regardless of whether notice of termination is issued.
The Project developer must
compensate for and sustain damage for the Contractor for costs (including legal
fees, if any) that arise in the process of filing complaints regarding
non-compliance of contract performance security of the Project developer to the
contract.
The Project developer must
return contract performance security to the Contractor within the period
specified under [SCC] from the date on which the Contractor completes the work
according to the contract, the Project developer conducts acceptance testing of
the construction works for operation and use, and the Project developer has
received warranty security as per the law.
9.2. Advance payment
collateral
The Contractor must submit
advance payment collateral to the Project developer with adequate value and
type of currency within the time limit under [SCC] from the date on which the
contract enters into force. Advance payment collateral shall remain effective
until advance payment has been fully repaid and shall be deducted corresponding
to value of advance payment repaid.
Article 10. Contract
price, advance payment, payment
10.1. Contract price
10.1.1. Unless otherwise
stated in [SCC], this contract is a lump-sum contract and shall only be
adjusted in accordance with regulations of the contract.
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10.1.3. Unless otherwise
prescribed under [SCC], contract price includes all direct costs, indirect
costs, copyright royalties, taxes, fees, profits, and other necessary costs for
the performance of the work as per the law.
10.1.4. Unless otherwise
prescribed in the [SCC], the Contractor shall carry all risks related to
contract price and the Contractor shall be considered to have had all the
necessary information and taken into consideration situations that may affect
costs when determining contract price.
10.2. Advance payment
10.2.1. The Project developer
shall, after receiving contract performance security and advance payment
collateral, provide the Contractor with advance payment in each type of
currency specified under [SCC].
10.2.2. Advance payment
shall be repaid by deducting from installments. Percentage of deduction is
based on percentage of advance payment repaid according to Appendix pertaining
to [Contract price, advance payment, and payment]. Advance payment shall be
fully repaid where payment/disbursement value is 80% of the contract value
according to Appendix pertaining to [Contract price, advance payment, and
payment].
10.2.3. Advance payment
for production of high-value of structural elements, semi-finished products, or
for storage of materials in order to satisfy construction plans and schedule;
deposit and payment for manufacturers, suppliers of materials and equipment are
specified under [SCC]. In this case, the Contractor shall prepare list of
entries, unit price, and total value of each type of materials, structural
elements, and semi-finished products in order to request the Project developer
to supply. Completed quantity that has undergone acceptance testing and
corresponds to advance payment value according to the contract shall be
excluded for payment purposes.
10.2.4. Advance payment
for making deposit or paying manufacturers, supplies of materials and equipment
according to technology design in advance is specified under [SCC].
10.3. Payment
10.3.1. Currency and
methods of payment
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b) Payment methods are
specified under [SCC].
10.3.2. Payment schedule
The Project developer
shall pay the Contractor in accordance with schedule defined under Appendix
pertaining to [Contract price, advance payment, and payment]. Installments
shall comply with the payment schedule. Where actual work schedule is slower
than payment schedule of the contract, the Project developer may agree to
determine payment amount based on contract payment schedule or actual payment
schedule when the Contractor completes the work.
The Project developer
shall pay the Contractor the entire contract price after the Contractor
completes all of the contract work which has undergone acceptance testing, the
parties have finished final settlement of the contract in accordance with
Article 23 and after the Project developer has received warranty security of
the Contractor.
10.3.3. Provisional
payment
In respect of ongoing
products, work, or operation that has not met contract requirements,
provisional payment shall be made depending on level of completion on a
case-by-case basis and detail unit price of the products, work, and operation
in the contract in accordance with [SCC].
10.3.4. Payment documents
Where payment or provisional
payment installment is due, the Contractor shall submit payment documents, the
composition and quantity of which are prescribed under [SCC] to the Project
developer.
10.3.5. Payment deadline
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10.3.6. Delayed payment
Where the Contractor does
not receive payment in a timely manner according to clause 10.3, the Project
developer shall make financial compensation for the Contractor on the basis of
the amount that the Contractor has not received in a timely manner together
with interest compliant with [SCC] from the first day after the payment deadline
to the date on which the Project developer pays the Contractor in full.
10.3.7. Payment of
retainage
The Project developer
shall pay the Contractor retainage in full after the parties have acquired
sufficient basis to determine value of installments and after the Contractor
has fulfilled construction works warranty obligation according to clause 18.2.
Article 11. Rights,
responsibilities, and general obligations of Project developer
11.1. Personnel of the
Project developer
11.1.1. The Project developer
is responsible for ensuring that its personnel and other contractors on the
construction site:
a) cooperate with the
Contractor in accordance with clause 13.3.
b) comply with points a,
b, and c clause 13.5 and clause 13.13.
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The Project developer can
assign representatives for contract execution. In this case, the Project
developer must inform the contract about name, address, tasks, and powers of
representatives.
Representatives of the
Project developer shall exercise tasks which they are assigned with and powers
authorized by the Project developer. Unless and until the Contractor is
otherwise notified by the Project developer, representatives of the Project
developer shall be considered to have full powers of the project developer
according to the contract except for details under clause 16.7.
Where the Project
developer wishes to replace its representatives, the Project developer shall,
within the period under [SCC] before the date on which replacement takes place,
send a notice detailing name, address, tasks, and powers on the date on which
the replacement personnel is designated.
11.1.3. Other personnel of
the Project developer
The Project developer may
designate its representatives to undertake specific contractual work. In this
case, the Project developer shall send written notice regarding name,
communication information, tasks, and powers of these personnel to the
Contractor.
These personnel must have
adequate qualifications and capacity to exercise tasks and powers in addition
to proficiency in communication languages according to clause 3.1.
11.1.4. Authorized persons
All persons, including
representatives of the Project developer and assigned or authorized persons of
the Project developer shall have the right to provide the Contractor with
guidelines only if the authorizing documents permit. Any approval,
consideration, confirmation, agreement, examination, supervision, instruction,
notification, recommendation, request, inspection, or similar action conducted
by authorized persons compliant with authorization process shall be as
effective as if it is conducted by the Project developer. However:
a) This does not lessen
contractual responsibilities of the contractor, including responsibilities
concerning errors, negligence, inconsistency, and non-compliance with
requirements unless otherwise stipulated in notice relating to authorized
persons concerning these actions;
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c) Where the contract
suspects a decision or instruction of the authorized person, the Contractor may
address its suspicions to the Project developer in order to have the decision
or instruction verified, amended, or replaced.
11.2. Complaints of the
Project developer
Where the Project
developer deems that it is entitled to any payment amount according to any
article of the contract or other regulations related to the contract and/or
extension of time limit for notifying errors, the Project developer must notify
and provide the Contractor with specific details.
The Project developer
shall send notice at their earliest convenience after identifying issues or
situations that may lead to complaints. Notice pertaining to extension of time
limit for notifying errors must be filed before the time limit expires.
Detail information must
include specific clauses or other basis for complaints, documents proving
amount and/or extension of time that the Project developer deems that it is
entitled to. The Project developer shall then proceed in accordance with clause
11.4 in order to negotiate or decide on (i) amount (if any) that the Project
developer request the Contractor to pay and/or (ii) extension of time limit (if
any) for notifying errors according to clause 19.2.
The Project developer may
deduct this amount from any current or future debt of the Contractor. The
Project developer only has the right to deduct or reduce from total verified
debt of the Contractor or according other complaints relating to the Contractor
according to this clause.
11.3. Instructions of the
Project developer
The Project developer may provide
the Contractor with the necessary instructions on how to exercise its
obligations according to the contract. Each instruction must be presented in
form of a document which contains relevant obligations and clauses (or other
contractual terms) where obligations are elaborated. Where instructions lead to
a change, Article 14 shall prevail.
The Contractor must
receive instruction of the Project developer, representatives of the Project
developer, or competent authorized persons according to this Article.
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Where the Project
developer is prescribed by the contract to agree or decide on a detail or an
issue, the Project developer must communicate with the Contractor in order to
reach an agreement. In case of failure to reach an agreement, the Project
developer must make an impartial decision compliant with the contract on the
basis of taking into serious consideration of relevant contexts.
The Project developer must
inform the Contractor about each agreement or decision and provide specific
information and documents. Each party shall, to the their best ability, respect
effectiveness of each agreement or decision, unless the Contractor sends a
notice of impasse to the Project developer within the time limit under [SCC]
from the date on which it receives the notice from the Project developer. Then
the party may transfer the disagreement to dispute settlement board (if any)
according to 22.4.
11.5. Obligation to grant
the Contractor access to the construction site
The Project developer must
grant the Contractor the right to access and use all parts of the construction
site throughout contract execution period. Where time limits are not elaborated
under [SCC], Appendix pertaining to [Bidding documents (or Request for
proposal) of the Project developer], or Appendix pertaining to [Bids (or
Proposal) of the Contractor], the Project developer shall grant the Contractor
the right to access and use construction site to carry out construction work in
accordance with work schedule that has been submitted to the Project developer
according to clause 8.3.
Where the Contractor is
not granted the right to access and use construction site due to delay from the
Project developer’s part and must incur cost overruns during this period, the
Contractor must inform the Project developer and may exercise its right under
clause 22.1 to request:
11.5.1. Extension to
construction time due to the delay if completion is or will be delayed
according to clause 8.4.
11.5.2. Reimbursement and
addition of cost overruns to contract price.
The Project developer (or
Advisor) shall, upon receiving this notice, exercise clause 11.4 in order
approve or decide on this matter.
However, where the Project
developer does not grant such right as a result of the Contractor's error or delay,
including an error or delay in submission of any document of the Contractor,
the Contractor shall not be eligible for the extension of time or the costs.
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The Project developer
(where possible) has the responsibility to provide legal assistance at request
of the Contractor in application for permit or written approval for work
execution as per the law.
11.7. Other rights,
obligations, and responsibilities as per the law.
Article 12. Tasks,
powers of Advisor (applicable to a contract where the Project developer hires
an Advisor to undertake specialized work within the scope of the contract)
12.1. Tasks and powers of
Advisor
Advisor shall carry out
tasks assigned by the Project developer in accordance with consulting service
contract. Advisor may include individuals with appropriate qualifications and
capability for these tasks.
Advisor does not have the
right to adjust the contract. Advisor may exercise powers associated with the
Advisor title as defined or encompassed according to the contract. Where the
Advisor is required to obtain approval of the Project developer before
exercising a defined power, such requirement must be specified in the contract.
The Project developer undertakes to not impose additional restriction regarding
powers of the Advisor other than those agreed upon with the Advisor.
Unless otherwise
stipulated in this condition:
12.1.1. The Advisor is
considered to be working for the Project developer where he/she executes tasks
or powers which have been elaborated or construed under the contract;
12.1.2. The Advisor does
not have the right to lessen contractual tasks, obligations, or
responsibilities of any party; and
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12.2. Authorization of the
Advisor
The Advisor may assign and
authorize certain individuals after obtaining approval from the Project
developer. Such individuals can be resident advisors and/or independent
supervisors designated to supervise and/or conduct test operation of equipment
and/or material items. Assignment, authorization, or cancellation thereof of
advisors must be presented in written form and shall only take effect when both
parties receive such document. However, unless otherwise agreed upon by the
parties, the advisors shall not authorize any entity to make decisions
according to clause 11.4.
These individuals must
have sufficient qualifications and capacity to execute tasks according to
authorization together with proficiency in relevant languages according to
clause 3.1.
Each tasked or authorized
individual shall only provide the Contractor with instructions the scope of
which is defined in authorizing document. Approval, examination, verification,
agreement, consideration, supervision, guidance, notification, proposition,
request, inspection, or any similar action conducted by an individual and
consistent with authorization shall be as effective as performance of primary
task of the Advisor. However:
12.2.1. Disagreement or
non-approval in a work, non-acceptance of a work, a piece of equipment, or a
material does not equate approval and as such, shall not harm the Advisor’s
right to dismiss the work, equipment, or materials;
12.2.2. Where the
Contractor is suspicious of a decision or instruction of an authorized person,
the Contractor shall address the suspicion to the Advisor in order to quickly
verify, adjust , or replace the decision or instruction.
12.3. Instructions of the
Advisor
Advisor may, at any point,
provide the Contractor with additional or adjusted instructions and drawings
necessary for construction process and rectify all errors in a manner
consistent with the contract. The Contractor shall only accept instruction of
the Advisor or authorized individuals. Where instructions lead to a change,
Article 14 shall prevail.
The Contractor must comply
with instructions provided by the Advisor or authorized individuals regarding
issues related to the contract. Where possible, instruction of the Advisor and
authorized person must be presented in written form. Where the Advisor or an
authorized person:
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12.3.2. Receives request
or recommendation in writing pertaining to instructions without responding in
writing within the time limit under [SCC].
Such request or
recommendation shall be considered written instruction of the Advisor or the
authorized individual (depending on the situation).
12.4. Replacement of
Advisor
Where the Project
developer intends to replace the Advisor, within the time limit under [SCC]
before the replacement takes place, the Project developer must inform the
Contractor about corresponding details of replacing Advisor. The Project
developer must not replace the Advisor with a person whom the Contractor
objects by sending written notice containing appropriate reasons to the Project
developer.
12.5. Decision of Advisor
These conditions stipulate
that the Advisor (on behalf of the Project developer) shall conduct work under
this clause in order to agree or decide on an issue, the Advisor must
communicate with each party in order to achieve general consensus.
The Advisor must inform
both parties about each negotiation or decision concerning their reasoning.
Each party shall, to the best of their abilities, respect the effectiveness of
each negotiation or decision unless and until it is considered in accordance
with Article 22.
Article 13. Rights,
responsibilities, and general obligations of the Contractor
13.1. General
responsibilities of the Contractor
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13.1.2. Contract shall
design, provide materials and equipment, execute construction in accordance
with the contract, and rectify any error of the construction works. Upon
completion, the construction works must be compliant with use purpose defined
in the contract.
13.1.3. The Contractor
must provide materials, machinery, equipment, and documents of the Contractor
specified in the Contractor and all personnel of the Contractor, goods,
consumables, other items, and services whether temporary or permanent requested
in and for design, construction, completion, and error rectification.
13.1.4. The construction
works must include all work necessary to satisfy requirements of the Project
developer or work specified in the contract and all other work (that is not
specified in the contract) necessary for stability or completion or safety and
proper operation of the construction works.
13.1.5. The Contractor
shall be responsible for satisfaction, stability, and safety of activities
taking place at the construction site, construction solutions, and the
construction works.
13.1.6. The Contractor, at
request of the Project developer, shall present details of layout and solutions
that the Contractor proposes for application in construction execution. The
Contractor is not allowed to significantly alter the layout or construction
solutions without informing the Project developer in advance.
13.2. Representatives of
the Contractor
The Contractor must design
representatives of the Contractor and authorize the representative to manage
contract execution on behalf of the contract.
Unless representatives of
the Contractor are named in the contract, the Contractor must submit list of
name and information of individuals that the Contractor recommends as its
representative to the Project developer. Where these individuals are not
accepted or later removed from position or where assigned individuals do not
qualify as representatives of the Contractor, the Contractor must present name
and detail information other representatives who are suitable for the position.
Where prior agreement of
the Project developer is not granted, the Contractor is not allowed to dismiss
or replace representatives of the Contractor.
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Representatives of the
Contractor may authorize competent persons to exercise functions and powers and
may cancel this authorization at any time. The authorization or cancellation
thereof shall only be effective when the Project developer receives prior
notice signed by representatives of the Contractor. Such prior notice must contain
name of relevant individuals, rights, functions, and powers.
Representatives of the
Contractor and relevant individuals must be proficient in communication
languages under clause 3.1.
13.3. Cooperation
As defined in the
Contractor or instructions of the Project developer (or Advisor), the
Contractor has the responsibility to cooperate with:
13.3.1. Personnel of the
Project developer;
13.3.2. Other contractors
hired by the Project developer; and
13.3.3. Employees of Government
regulatory authorities whom are hired or sent to conduct work that is not
specified in the aforementioned contract.
Services provided for
these individuals and other contractors may include the use of equipment of the
Contractor, temporary construction works or access to construction sites that
are responsibilities of the Contractor. Where these services create extra costs
not included in contract price, the parties shall negotiate on inclusion of
these costs.
The Contractor is
responsible for its construction activities in construction sites and
cooperation with other contractors within the scope (if any) specified in
Bidding documents (or Request for proposal) of the Project developer.
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13.4. Boundary marker
positioning
The Contractor shall
locate construction works on the basis of markers and reference elevation
defined in the contract. The Contractor shall be responsible for correct
positioning of construction work items and rectification of errors pertaining
to position, elevation, dimensions, or alignment of construction works.
The Project developer
shall be held accountable for errors in information pertaining to the
aforementioned elements or errors in notice serving reference purpose (standard
markers, alignment, and elevation). The Contractor must examine accuracy of
these elements before use.
Where the Contractor
suffers from time overruns and/or cost overruns for which they are not at
fault, the Contractor shall inform the Project developer (or Advisor) and have
the right compliant with 22.1 to:
13.4.1. request extension
of time if completion deadline is not or will not be met according to clause
8.4 and
13.4.2. incur extra costs
added to contract price.
The Project developer (or
Advisor) shall, upon receiving notice, follow through with clause 11.4 to
either agree or decide:
a) on verification and, if
so, determination to which extent the errors cannot be reasonably identified;
and
b) on issues described in
point a above related to the errors.
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The Contractor must:
13.5.1. Adequately comply
with applicable labor safety regulations;
13.5.2. Assume
responsibility for safety of all people allowed to be present at the
construction sites;
13.5.3. Take actions to
ensure safety for construction works and people allowed to be present at the
construction sites.
13.6. Construction site
conditions
The Project developer must
provide the Contractor with all relevant data that the Project developer has
pertaining to geological, hydrogeological conditions and construction surveying
activity relating to construction sites, including environmental elements
related to the contract.
The Contractor shall,
within a possible extent (taking into account costs and time), be considered to
have acquired necessary information pertaining to risks, uncertainties, and
other situations that may affect Bids or the construction works. Similarly, the
Contractor shall be considered to have examined and considered the construction
works, surrounding areas of construction works, available data and information,
and fulfilled all relevant aspects before submitting bid, including (but not
limited to):
13.6.1. Topography of
construction sites, including geological conditions of construction sites;
13.6.2. Hydrogeological,
hydrographic, and climate conditions ;
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13.6.4. Request of the
Contractor pertaining to access, meals, accommodation, instruments, personnel
traffic conditions, water, and other services.
13.6.5. Regulations of the
law;
The Contractor shall be
considered to be informed about adequacy and legitimacy of construction site
conditions to determine contract price.
13.7. Unforeseeable
physical conditions
For the purpose of this
clause, “physical conditions" refer to natural and artificial physical conditions,
other physical obstacles, and pollution that the contract deals with at
construction sites during construction execution, including underground
conditions and hydrography conditions but not including climate conditions.
Where the Contractor faces
disadvantageous physical conditions that it deems unforeseeable, the Contractor
must notify the Project developer (or Advisor) as soon as possible. This notice
shall detail physical conditions so that the Project developer (or Advisor) can
examine and provide reasons as to why the Contractor deems the physical
conditions unforeseeable. The Contractor shall resume construction activities,
adopt reasonable solutions to adapt to the physical conditions, and comply with
instructions provided by the Project developer (or Advisor). Where an
instruction leads to changes, Article 14 shall prevail.
If and to the extent in
which the Contractor encounters unforeseeable physical conditions, sends notice
regarding these conditions, suffers from time overruns and/or cost overruns due
to these conditions, the Contractor shall have the right according to clause
22.1 pertaining to:
13.7.1. Request extension
of time to make up for time overruns if completion deadline is or will be
delayed according to 8.4, and
13.7.2. Pay and include
relevant costs in contract price
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The Project developer (or
Advisor) may take into account any obtainable proof pertaining to physical
conditions witnessed by the Contractor before submitting Bids (or Proposal) and
shall not be bound by the proof.
13.8. Rights pertaining to
road and vehicles
The Contractor shall incur
all costs, fees, and charges relating to right to use specialized and/or
temporary roads that the Contractor needs, including access to the construction
site. The Contractor, at their own discretion, acquire other means outside of
the construction necessary for the work at their own risk and expense.
13.9. Avoid impact on
construction works and local population
The Contractor is not
allowed to unnecessarily or inappropriately interfere in:
13.9.1. Convenience of the
general public; or
13.9.2. The access, use,
and total occupation of roads, sidewalks whether they are under public
ownership or under control of the Project developer or other individuals.
The Contractor must
compensate and protect the Project developer from damage caused by defects,
losses, costs (including charges, fees, and legal fees) caused by unnecessary
and inappropriate interference.
13.10. Access to
construction sites
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Unless otherwise
stipulated in the Contractor:
13.10.1. The Contractor
(in relationship between the parties) shall be responsible for repair if the
Contractor causes damage to the roads during use;
13.10.2. The Contractor
must provide and install panels, instruction signs along relevant roads and
apply for permission to use roads, panels, instruction signs where use
permission is required by relevant authorities;
13.10.3. The Project
developer shall not be held accountable for complaints that arise from the use
of or other issues relating to selected routes;
13.10.4. The Project
developer shall not guarantee suitability or availability of any specific
route; and
13.10.5. Costs that arise
as a result of choosing routes that are inappropriate or unavailable for demand
of the Contractor shall be incurred by the Contractor.
13.11. Transportation of
goods, materials, and equipment
Unless otherwise
stipulated in the contract:
13.11.1. The Contractor must
notify the Project developer within the time limit under [SCC] before goods,
materials, equipment, or other similar items are delivered to the construction
sites for construction purposes;
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13.11.3. The Contractor
must compensate and incur damage for the Project developer in respect of
damage, losses, and fees (including charges, fees, and legal fees) that arise
from transportation of goods and shall negotiate and settle compensation claims
that arise as a result of transportation process.
13.12. The Contractor
shall be responsible for all of its machinery and equipment. Machinery and
equipment of the Contractor shall, upon being delivered to the construction
sites, be solely used for construction activities. The Contractor is not
allowed to remove any primary machinery or equipment without approval of the
Project developer (or Advisor). However, such approval is not required for
vehicles transporting goods, materials, equipment, or personnel of the
Contractor out of the construction sites.
13.13. Environmental
protection
The Contractor shall take
reasonable solutions to protect the environment (both in and out of
construction sites) and minimize damage, effect on people and assets caused by
pollution, noise, and other effects of activities conducted by the Contractor.
The Contractor shall
ensure that all emission and waste on the ground and wastewater stream of
construction activities of the Contractor must not exceed limits under
requirements of the Project developer and must not exceed limit stipulated by
the law.
13.14. Electricity, water,
and other services
Unless otherwise
stipulated below, the Contractor has the responsibility to provide electricity,
water, and other services that the Contractor needs to carry out work.
The Contractor has the
right to use the provided electricity, water, and other services of which
details and prices have been specified under requirements of the Project
developer and which can be available on the construction site for construction
activities. The Contractor shall, at their own risk and expense, provide machinery,
equipment, and instruments necessary to use these services and gauge
consumption.
Consumption and fees
payable (based on provided prices) of the services must be approved or
determined in accordance with clause 11.2 and clause 11.4. The Contractor shall
then pay for the services.
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The Project developer must
provide its machinery and equipment (if any) consistent with details,
arrangement, and pricing under technical specifications for the Contractor for
use in construction activities. Unless otherwise stipulated in technical
specifications:
13.15.1. The Project
developer is responsible for its machinery and equipment except for cases under
point 13.15.2 below.
13.15.2. The Contractor
shall be held accountable for each machinery and equipment of the Project
developer while personnel of the Contractor operate, drive, control, oversee,
or manage the machinery and equipment.
Quantity of and rent
payable (at aforementioned prices) for using machinery and equipment of the
Project developer must be approved or decided in accordance with clause 11.2
and clause 11.4. The Contractor must pay the Project developer accordingly.
The Project developer
shall provide “các vật liệu do Chủ đầu tư cung cấp” (materials provided by the
Project developer) (if any) free of charge in accordance with details under
Bidding documents (or Request for proposal) of the Project developer. The
Project developer shall, at its own risk and expenses, provide these materials
at time and location specified in the contract. The Contractor shall examine
these materials and promptly notify the Project developer about shortage,
error, or unavailability of the materials. Unless otherwise agreed upon by the
parties, the Project developer must immediately determine the shortage and
error according to the notice.
Materials provided by the
Project developer shall, after being examined, be preserved and closely
supervised. The Contractor’s responsibility to examine and preserve shall not
exempt the Project developer from shortage, error, or defect that was not found
during examination.
13.16. Schedule report
Unless otherwise
stipulated under [SCC], monthly schedule reports shall be prepared and
submitted by the Contractor to the Advisor in the number of copies specified
under [SCC]. The first report shall cover the period from the construction
commencement date to the last day of the first month. Then the reports must be
submitted on a monthly basis within the time limit under [SCC] from the last
day of the relevant month.
Reports must be filed
continuously until the Contractor completes remaining work on completion date
according to record of acceptance testing of construction works.
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13.16.1. Charts, graph,
tables, or other presentation format agreed upon by the parties, detail
description of schedule, including each engineering, procurement,
transportation, construction, installation, examination, test operation,
training, technology transfer stage;
13.16.2. Photo description
of production, manufacturing, and construction situations at construction site.
13.16.3. In respect of
equipment production and manufacturing, schedule must also include description
of type of materials, origin, percentage of schedule completed, and expected
starting date of the following work:
a) Manufacturing and
production,
b) Test of the Contractor,
c) Inspection of the
Project developer and
d) Transportation and
delivery to construction sites;
13.16.4. Details
pertaining to personnel and equipment of the Contractor;
13.16.5. Copies of
required quality control documents, test results, and test certification of
materials;
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13.16.7. Statistical data
pertaining to safety, including details of activities and cases of harm related
to environmental factors and public relation; and
13.16.8. Comparison between
planned schedule and actual schedule, details of all circumstances or
situations that may negatively affect completion of the contract, and solutions
that are being adopted (or will be adopted) to rectify time overruns.
13.17. Security at
construction sites
Unless otherwise
stipulated under [SCC]:
13.17.1. The Contractor
shall be responsible for not allowing unauthorized persons to enter the
construction sites; and
13.17.2. Authorized
persons are limited to be personnel of the Contractor, the Project developer,
and other authorized individuals of other contractors hired by the Project
developer to work at the construction site and other individuals whom the
Project developer (or Advisor) inform the Contractor about.
13.18. Activities of the
Contractor at construction sites
The Contractor shall limit
their activities within the construction site and additional areas which the
Contractor has and is approved by the Project developer as workplace. The
Contractor shall ensure that its machinery, equipment, and personnel only
operate within the construction site, additional areas (if any) and do not
encroach upon adjacent areas.
During construction
period, the Contractor shall keep the construction site clear of unnecessary
obstacles, store or arrange excess machinery and equipment of the Contractor in
an orderly, safe, fire prevention and firefighting, and environmental hygiene
manner. The Contractor must clear waste and dismantle temporary construction
works that it no longer has use for.
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13.19. Training and
technology transfer
The Contractor shall train
personnel of the Project developer to operate and maintain the construction
works within the scope defined under requirements of the Project developer.
Where training is required by the contract to be provided before acceptance
testing of construction works is conducted, the construction works shall not be
considered to have been completed for delivery compliant with clause 7.1 until
training is completed.
The Contractor has the
responsibility to transfer technology to the Project developer under [SCC].
13.20. As-built dossiers
The Contractor shall
prepare and promptly submit adequate as-built dossiers relating to construction
execution which accurately define positions, dimensions, and details of
construction works that have been executed. These documents shall be kept at
construction sites and used solely for the purposes provided under this Clause.
The Project developer shall provide as-built dossiers the quantity of which is
specified under [SCC] before completion test is conducted.
In addition, the
Contractor shall provide the Project developer with as-built drawings of
construction works which depict details of implemented construction works and
request the Project developer to approve the drawings according to Article 5.
The Contractor shall obtain approval from the Project developer for dimensions,
reference system, and other relevant details.
The Contractor shall
provide the Project developer with specific documents and as-built drawings at
request of the Project developer before record of acceptance testing is issued.
The construction works shall not be considered to have been completed for
acceptance testing compliant with clause 7.1 until the Project developer
receives these documents.
13.21. Operation and
maintenance guidelines
Prior to completion test,
the Contractor shall provide the Project developer with temporary operation and
maintenance manuals containing adequate information to enable the Project
developer to operate, maintain, disassemble, re-install, adjust, and repair
equipment.
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13.22. Other relevant
issues
All relics, currency,
antiques, remnants, or other geological items or archaeology items found at the
construction site shall be placed under preservation and authority of the
Project developer. The Contractor must not allow its personnel or other people
from taking or damaging these found items.
Where these items are
found, the Contractor must immediately inform the Project developer for
guidance. Where the Contractor suffers from time overruns or cost overruns in
the process of complying with guidance, the Contractor may notify the Project
developer and exercise right under 22.1 to request:
13.22.1. To extend time to
make up for the time overruns if completion deadline is or will be delayed
according to clause 8.4.
13.22.2. To pay for the
costs and include them in contract price.
The Project developer (or
Advisor) shall, after receiving the notice, follow through with clause 11.4 to
approve or decide on these matters.
13.23. To exercise other
rights and obligations as per the law.
Article 14. Adjustment
of contract
14.1. Adjustment can be
implemented by the Project developer at any time before issuing record of
acceptance testing of construction works according to 7.1 by requesting
adjustment or at request of the Contractor.
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In case the Contractor
does not implement any adjustment at request of the Project developer, the Contractor
must immediately notify the Project developer (or Advisor) and specify (i) The
Contractor lacks necessary instruments for the adjustment, (ii) The adjustment
will reduce safety or stability of the construction works or (iii) The
adjustment will negatively affect fulfillment of performance security. The
Project developer shall, upon receiving the notice, consider, decide, or change
requirements or guidance.
14.2. Unless otherwise
stipulated in [SCC], the parties shall consider adjustment to the contract in
the following cases:
14.2.1. The Government
amends policies, regulations of the law in a manner that directly affect
performance of the contract;
14.2.2. Changes,
adjustment to details, scope of work, engineering, quality of products,
execution schedule, conditions for advance payment and payment have been agreed
upon in the contract;
14.2.3. Force majeure or
fundamental changes in circumstances compliant with Article 21 occur;
14.2.4. Other situations
compliant with [SCC] and this law occur.
14.3. The parties shall
consider adjustment to contract details below in cases specified in clause 14.2
above:
14.3.1. Adjustment to
quantity, schedule, execution time, unit price, contract price;
14.3.2. Adjustment to
construction design;
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14.3.4. Adjustment to
contract type, contract pricing method, price adjustment method, data sources
for adjustment of contract price, and other contract details agreed by the
parties according to regulation of the law.
14.3. Procedures for
contract adjustment
Where the project develop
requests adjustment or the Contractor recommends adjustment, the Contractor
shall respond in writing the reason as to why the contract cannot implement the
adjustment (if applicable) or present:
14.3.1. Description of
recommended design and/or implemented work and plan for execution thereof;
14.3.2. Recommendation of
the Contractor pertaining to adjustment necessary for execution schedule of the
work and completion deadline according to Article 8.
14.3.3. Recommendations of
the Contractor pertaining to adjustment to contract price.
The Project developer
shall, within the time limit under [SCC] from the date on which it receives
recommendation of the Contractor, respond and state whether or not they agree
or other remarks. The Contractor must not delay any work while waiting for
response of the Project developer.
Article 15.
Subcontractors
15.1. General provisions
pertaining to subcontractors
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15.1.2. The Contractor
shall not be required to obtain approval of the Project developer for suppliers
of materials, personnel, machinery, equipment, or contract for subcontractor
under which the contractors have been named.
15.1.3. Approval of the
Project developer shall be required for each subcontractor that is not
specified in the contract.
15.1.4. The Contractor
must send notice to the project development within the time limit under [SCC]
before the date on which each subcontractor start their work.
15.1.5. Each subcontractor
contract must contain specific provisions allowing the Project developer to
request the subcontractor to transfer to the Project developer according to
clause 15.2 (if or when possible), or in case of contract termination compliant
with clause 16.7.
15.2. Transfer benefits of
subcontractor contract
Where obligations of
subcontractors extend past the expiry of time limit for notifying errors and
where the Project developer (or Advisor) guides the Contractor to transfer
benefits of the aforementioned obligations to the Project developer before the
expiry of the time limit for notifying errors, the Contractor shall comply
accordingly. Unless otherwise stipulated regarding transfer, the Contractor
shall have no legal obligations with the Project developer regarding work
undertaken by the subcontractors as soon as the transfer is effective.
15.3. Definition of
“Subcontractor designated by the Project developer”
“Subcontractors designated
by the Project developer” refers to subcontractors designated by the Project
developer for primary contractors to hire as subcontractors where primary
contractors do not satisfy requirements according to concluded contract
pertaining to safety, quality, and contract schedule at request of the Project
developer. The Project developer shall designate or guide hired contractors to
act as subcontractors in cases detailed under [SCC].
15.4. Contractor’s right
to object designation
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15.4.1. Subcontractors
designated by the Project developer are proven to not meet qualification or
financial capacity requirements on a grounded basis;
15.4.2. Subcontractor
contract does not specify that subcontractors designated by the Project
developer shall compensate the Contractor for the lack of caution or improper
use of goods, machinery, or equipment by the subcontractors designated by the
Project developer or the Project developer’s agencies or personnel.;
15.4.3. Subcontractor
contract does not specify that, regarding work of the subcontractor contract
(including design, if any), subcontractors designated by the Project developer
shall:
a) Undertake to fulfill
legal responsibilities and obligations that will enable the Contractor to be
exempted from contractual obligations and responsibilities
b) Compensate the
Contractor for legal responsibilities and obligations that arise from or are
related to the contract and consequences or failure of the subcontractors
designated by the Project developer in performance of legal responsibilities or
obligations.
15.5. Payment for
subcontractors designated by the Project developer
The Contractor shall pay
subcontractors designated by the Project developer amounts that the Project
developer (or Advisor) deems amounts payable according to subcontractor
contract. These amounts in addition to other payments shall be included in
contract price according to 10.2.2, except for cases under clause 15.6.
15.6. Proof of payment
made to subcontractors designated by the Project developer
The Project developer (or
Advisor), before issuing request for payment of an amount payable to
subcontractors designated by the Project developer, may request the Contractor
to provide reasonable proof that the designated subcontractors have received
amounts corresponding to payment request less deductibles used as retainage or
other methods. Unless the Contractor:
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15.6.2. explains to the
Project developer (or Advisor) in writing that the Contractor has the
reasonable right to retain or refuse to make these payments and submits
reasonable proof that subcontractors designated by the Project developer have
been informed about the right of the Contractor.
Then the Project developer
may directly pay subcontractors designated by the Project developer amounts in
part or in whole (less the retainage, if any) that have been verified as
amounts which subcontractors designated by the Project developer are eligible
for and for which the Contractor fails to submit proof mentioned under point
15.6.1 or 15.6.2 above. The Contractor shall then reimburse the Project
developer for amounts that the Project developer has paid subcontractors
designated by the Project developer.
Article 16. Temporary
suspension, termination of the contract initiated by the Project developer
16.1. Notice of repair
Where the Contractor fails
to exercise contractual obligation, the Project developer can issue notice to
request the Contractor to exercise contractual obligations and repair all
errors, damage during period specified under [SCC].
16.2. Temporary suspension
of the work
The Project developer (or
Advisor), at any time), can guide the Contractor to temporarily suspend work of
a work item or the entire construction works if the Contractor fails to satisfy
quality, schedule, occupational safety requirements according to the contract.
During period of temporary suspension, the Contractor must protect work items
or construction works from degrading, deteriorating, or being damaged.
The Project developer (or
Advisor) shall notify reasons for temporary suspension. If and to the extent in
which the reasons are notified and within responsibilities of the Contractor,
the Contractor shall incur consequences of the temporary suspension.
16.3. Consequences of
temporary suspension
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16.3.1. extend execution
time to make up for the time overruns if completion deadline is or will be
delayed according to clause 8.4; and
16.3.2. pay for relevant
costs added to contract price.
The Project developer (or
Advisor) shall, after receiving the notice, follow through with clause 11.4 to
approve or decide on these matters.
The Contractor does not
have the right to extend execution time or pay for rectification of
consequences where the Contractor is at fault.
16.4. Payment of material
and equipment costs in case of temporary suspension of the work: the Contractor
shall receive payment made by the Project developer for materials and equipment
that have not been delivered to the construction site (on the date on which
temporary suspension takes place) if:
16.4.1. The work requires
equipment or the supply of equipment and/or materials is delayed during the
period under [SCC]; and
16.4.2. These equipment
and/or materials have been approved by the Project developer (or Advisor) and
are assets of the Project developer;
16.5. Duration of the
temporary suspension exceeds the permissible limit.
Where temporary suspension
compliant with clause 16.2 exceeds the limit set forth under [SCC], the
Contractor may request the Project developer to permit continuation of the
work. Where the Project developer does not grant permission to continue the
work within the time limit set forth under [SCC], the Contractor may notify the
Project developer and the temporary suspension will no longer be effective.
Where temporary suspension affects the construction works, the Contractor can
send notice on termination of the contract according to clause 17.2.
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After obtaining approval
or further guidelines on continuing work provided by the Project developer (or
Advisor), the parties shall examine the construction works, equipment, and materials
affected by the temporary suspension. The Contractor shall repair degradation,
damage, and loss that have occurred to the construction works, equipment, or
materials during temporary suspension period.
16.7. Termination of the
contract initiated by the Project developer
The Project developer has
the right to terminate the contract if the Contractor:
16.7.1. fails to comply
with clause 9.1 or any of the notices under clause 16.1;
16.7.2. dismantles
construction works or clearly states its intention to no longer exercise its
contractual obligation or fails to conduct contractual work consecutively for
the period under [SCC].
16.7.3. fails to continue
work execution according to Article 10 without justifiable reason;
16.7.4. delegates work in
its entirety to subcontractors or transfers the contract without approval of
the Project Developer;
16.7.5. goes bankrupt.
Where any of the cases
above applies, the Project developer may notify the Contractor before the time
limit under [SCC] about termination of the contract and evict the Contractor
from the construction site. However, in case of 16.7.5, the Project developer
may send notice on immediate termination of the contract.
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The contractor must leave
the construction site and transfer goods, materials, machinery, instruments,
necessary assets, documents, and design documents of the Contractor to the Project
developer. However, the Contractor shall, to the best of their abilities,
immediately comply with reasonable guidelines in the notice:
a) Transfer subcontractor
contract; and
b) Protect lives, assets
or safely of construction works.
As soon as the contract is
terminated, the Project Developer can complete the construction works and/or
hand over to other entities for execution. The Project developer and these
entities may use goods, materials, equipment, documents, and design documents
implemented by the Contractor or representatives of the Contractor.
The Project developer
shall inform the Contractor that equipment and temporary construction works of
the Constructor will be returned to the Constructor at or in vicinity of the
construction works. The Contractor shall arrange immediate relocation at their
own risks and expenses. However, where the Contractor still owes the Project
developer for at least one installment, the Project developer has the right to
sell the debt and pay the Contract using the excess.
16.8. Determination of
contract price on the date on which contract termination is effective
As soon as notice of
termination compliant with clause 16.7 comes into force, the Project developer
according to clause 11.4 shall accept or determine value work conducted by the
Contractor and amounts paid to the Contractor for finished work.
16.9. Payment following
contract termination
As soon as notice of
termination of the contract according to clause 16.7 comes into force, the
Project developer may:
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16.9.2. Refrain from
making additional payments to the Contractor until costs for design (if any),
construction, completion, and repair of errors and damage caused by time
overruns (if any), and other costs incurred by the Project developer have been
established and/or
16.9.3. Receive
reimbursement from the Contractor for costs resulting from damage or loss
incurred by the Project developer and other extra costs of construction works
completion after reviewing debts of the Contractor according to clause 16.8.
After receiving reimbursement for costs resulting from damage, loss and
relevant costs, the Project developer shall pay the Contractor after
deductions.
16.10. The Project
developer’s right to terminate the contract
The Project developer has
the right to terminate the contract at any time at its convenience by notifying
the Contractor about termination of the contract regarding cases under clause
16.7. Such termination shall take effect within the period under [SCC] after
the later of the following dates:
16.10.1. The Contractor
receives this notice of the Project developer or
16.10.2. The Project
developer returns contract performance security The Project developer is not
allowed to terminate the contract in accordance with this Clause in order to
commence construction at their discretion or arrange and enable other
Contractors to commence construction.
After terminating the
contract, the Contractor must follow through with clause 17.3 and receive
payment according to clause 16.9.
Article 17. Temporary
suspension and termination of the contract initiated by the Contractor
17.1. The Contractor’s
right to temporarily suspend the work of the Contractor
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Temporary suspension of
the work of the Contractor according to this Clause shall not affect rights of
the Contractor regarding point 10.3.5 clause 10.3 and to terminate the contract
according to clause 17.2.
Where the Contractor then
receives advance payment or payment (according to corresponding clause and
notice above) before issuing notice of contract termination, the Contractor
must resume the work normally as soon as possible.
Where the Contractor
suffers from time overruns and/or cost overruns as a result of temporary
suspension of the work (or reduced work rate) according to this Clause, the
Contractor must notify the Project developer and, according to clause 22.1,
have the right to:
17.1.1. Extend the time
limit to compensate for the delay if completion deadline is or will be delayed
according to clause 8.4; and
17.1.2. Pay the costs plus
reasonable profit and add to contract price.
The Project developer (or
Advisor) shall, upon receiving the notice, comply with clause 11.4, agree or
decide on these matters.
17.2. Termination of the
contract initiated by the Contractor
The Contractor has the
right to terminate the contract if:
17.2.1. The Contractor
does not receive the correct payment within the period under [SCC] after
payment time limit expires according to 10.3.2, except for deduction compliant
with 11.2;
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17.2.3. The Contractor
must suspend work for the period under [SCC] consecutively due to the Project
developer’s fault;
17.2.4. Extended temporary
suspension affects the construction works as described under 16.5; or
17.2.5. The Project developer
goes bankrupt or is dissolved.
In any of the
aforementioned situation, the Contractor may notify the Project developer
within the period under [SCC] in advance about termination of the contract.
However, in the case detailed under 17.2.5, the Contractor may issue notice of
immediate termination of the contract.
17.3. Suspension of work
and relocation of equipment of the Contractor
The Contractor shall, upon
receiving effective notice of contract termination according to clause 16.10 or
17.2, immediately:
17.3.1. Suspend all work,
other than those instructed by the Project developer to protect humans,
property, or safety of construction works.
17.3.2. Transfer all
documents of the Contractor, equipment, materials, and other work for which the
Contractor has been paid to the Project developer; and
17.3.3. Remove all goods,
instruments, machinery, equipment, and other similar assets o the Contractor
from the construction site within the time limit under [SCC], except for items
that are necessary for construction safety.
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After notice of contract
termination compliant with 17.2 has entered into force, the Project developer
shall immediately:
17.4.1. Refund contract
performance security, advance payment collateral, and other relevant security
to the Contractor;
17.4.2. Pay the Contractor
in accordance with clause 16.9; and
17.4.3. Pay the Contractor
for damage or loss which the Contractor endures as a result of the termination
of contract.
Article 18. Insurance
and warranty of construction works
18.1. Insurance
The parties shall procure
compulsory insurance as per the law; other insurances according to [SCC].
18.2. Warranty
18.2.1. The Contractor, upon
receiving record of acceptance testing of construction works and work items for
use, shall:
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b) Submit construction
works warranty security to the Project developer within the period under [SCC]
after the date on which it receives record of acceptance testing of
construction works and work items for use. Such warranty security shall have
its value effective for the entire warranty period, be duly provided by a bank
or financial institution, compliant with prescribed form or other form accepted
by the Project developer;
c) Equipment warranty of
the Contractor shall, during warranty period, rectify all faults and defects
where the Contractor is at fault during construction process at the expense of
the Contractor. Rectification of these errors must be started within the period
specified in [SCC] after receiving notice of the Project developer about these
errors. Where rectification is not initiated within the aforementioned time
limit, the Project developer has the right to hire another Contractor (a third
party) to undertake these tasks while the initial Contractor incurs costs for
rectification carried out by the third party. The Contractor must pay the third
party within the period under [SCC] after receiving notice sent by the Project
developer about these payments. Where the initial Contractor fails to pay
within the time limit, the Project developer shall follow through with Article
22 to request the initial Contractor to pay.
Article 19.
Responsibility for errors
19.1. Completion of
unfinished work and rectification of errors
In order to maintain the
construction works, documents of the Contractor, and work items in a state
compliant with the contract (unless they are damaged) until the expiry of
notice of errors, the Contractor must:
19.1.1. Complete remaining
work on the date specified in record of acceptance testing within a reasonable
period at request of the Project developer; and
19.1.2. Conduct work
rectifying errors or defects notified by the Project developer on or before
expiry of notice of errors.
Where error or damage
occurs, the Contractor shall be informed by the Project developer.
19.2. Costs for error
rectification
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19.2.1. Equipment,
materials, or qualifications not compliant with the contract.
19.2.2. The Contractor’s
non-compliance with other obligations.
Where the errors are
caused by other reasons, the Contractor shall be immediately notified by the
Project developer at which point clause 14.3 shall prevail.
19.3. Extension of time
limit for error notice
According to clause 11.2,
the Project developer has the right to extend time limit for notifying errors
related to construction works or work items if and when construction works,
work items, or primary parts of construction works (depending on the situation
and after acceptance testing has been conducted) are not useable for the
intended purposes due to errors or damage. However, extended time limit for
notifying errors shall not be longer than the period specified in [SCC].
Where the supply and/or
installation of equipment and/or materials are temporarily suspended according
to clause 16.2 or clause 17.1, according to this Article, obligations of the
Contractor shall not apply to errors or damage that occurs after expiry of the
period under [SCC] time limit for notifying errors has expired.
19.4. Failure to rectify
errors
Where the Contractor fails
to rectify errors or damage in a reasonable amount of time, the Project
developer or representatives thereof may choose a day to rectify the errors or
damage. The Contractor shall then be notified about the chosen date.
Where the Contractor fails
to rectify the errors or damage on the notified date and where rectification
will be conducted at the expense of the Contractor according to 19.2, the
Project developer (depending on its choices) may:
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19.4.2. Reasonably deduct
from contract price according to clause 11.4; or
19.4.3. Terminate the
contract either in its entirety or in parts corresponding to the majority of
the construction works that cannot be used for the intended purposes if the
errors or damage causes the Project developer to practically lose all benefits
provided by the construction works or the majority of the construction works.
In this case, the Project developer has the right to reclaim amounts that it
has paid the Contractor or construction of construction works or parts of the
construction works (on a case-by-case basis) plus financial expense and costs
for dismantling the parts of construction works, clearing construction sites,
and returning equipment, materials to the Contractor.
19.5. Relocation of
defective products
Where errors or damage
cannot be repair at the construction site, the Contractor shall, after
obtaining approval from the Project developer, relocate defective, damaged
equipment or structural units from the construction site for repair. Approval
of the Project developer, when necessary, shall require performance security in
the form of an increase to contract performance security of the Contractor
corresponding to costs for replacing all of these parts or other appropriate
form of security.
19.6. Additional
inspection
Where defect or damage rectification
potentially affects operation of construction works, the Project developer may
request to have any inspection under the contract repeated, including
inspections conducted upon and/or after completion. Such request must be
notified within the period according to the [SCC] after defect or damage has
been rectified.
These inspections must be
conducted under conditions applicable to previous inspections only at the risks
and expense of the responsible party according to clause 19.2.
19.7. The Contractor's
investigation into causes
The Contractor shall, at
request of the Project developer (or Advisor), conduct investigation into the
causes in a manner compliant with instruction of the Project developer (or
Advisor). Unless the defects have been rectified at the expense of the
Contractor according to clause 19.2, costs for cause investigation plus
reasonable profits shall be agreed or decided by the project developer in
accordance with clause 11.4 and included in contract price.
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20.1. Contract completion
bonus
Where the Contractor
completes the contract in a manner that satisfies quality requirements before
the deadline stipulated in the contract, the Project developer shall consider
awarding the Contractor according to [SCC].
20.2. Penalties for
violation of the contract
Where the Contractor is at
fault for violations relating to execution period of contract work, the
Contractor shall be met with penalties according to [SCC].
Where the Contractor
violates contract stipulation or law provisions pertaining to quality of the
work, the Contractor must dismantle and restart the work at the risks and
expense of the Contractor. In addition, where the Contractor fails to complete
the construction works in a timely manner, the Contractor shall also be met
with delay penalties.
20.3. Compensation for
damage
In addition to contract
penalties under clause 20.2, the parties shall also be held accountable for
violation of construction contract according [SCC] and law provisions.
20.4. The Contractor’s
caution for construction works
The Contractor shall be
held entirely accountable for securing construction works and goods from
commencement date to the date on which record of acceptance testing is issued
or considered issued according to clause 7.1 at which point the responsibility
is transferred to the Project developer. Where record of acceptance testing is
issued (or supposedly issued) to any work item or construction works,
responsibility for securing any work item of the construction works shall be
transferred to the Project developer.
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Where damage or loss
occurs to the construction works, goods, or documents of the Contractor during
periods in which the Contractor is responsible for securing the aforementioned
entities due to reasons not listed under clause 21.1, the Contractor shall
rectify the damage or loss at its own risks and expense in order to ensure that
the construction works, goods, and documents of the Contractor stay in line
with the contract.
The Contractor shall be
responsible for damage or loss that occurs as a result of the Contractor’s
action after the record of acceptance testing has been issued. The Contractor
shall be responsible for damage or loss that occurs after the record of
acceptance testing has been issued and prior matters in which the Contractor is
held accountable.
20.5. Industrial and
intellectual property rights
In this clause,
“infringement” refers to a violation (or alleged violation) of any registered
patent, design, right of reproduction, brand, trademark, trade secrets,
industrial property or intellectual property related to the construction works;
and “complaint” refers to actions (or appeal) taken to demand rights due to perceived
infringement.
Where a party fails to
notify the other party about a complaint within the time limit under [SCC] from
the date on which it receives the complaint, the former shall be deemed not be
held liable under this Clause.
The Project developer
shall compensate the Contractor and be liable for damages if there is any
complaint alleging a violation on the basis of:
20.5.1. An inevitable
result of the Contractor’s compliance with the Project developer’s
requirements; or
20.5.2. The use of the
construction works by the Project developer:
a) For a purpose different
from that which is indicated or prescribed in a reasonable manner from the
contract; or
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The Contractor shall
compensate and be liable for all the damage that occurs to the Project
developer for any complain that is lodged or related to:
(i) Design, manufacturing,
construction, or execution of construction works of the Contractor,
(ii) Use of equipment of
the Contractor or use of the construction works.
If a part is entitled to
compensation according to this clause, the compensating party may (at their
expense) conduct negotiation to settle complaints, lawsuits, or arbitration.
The other party shall, at request and expense of the compensating party,
support in argument about the complaint. The other party (and its personnel)
must not do anything that could harm the compensating party, unless the
compensating party denies the other party’s request to conduct a negotiation,
file any lawsuit, or settle any complaint.
20.6. Limit of
compensation responsibility
All legal obligations of the
Contractor to the Project developer according to or related to the contract,
except for clause 13.14, 13.15, 20.3, and 23.5, must not exceed the limit
prescribed in the [SCC].
This clause shall not
apply to fraud, willful abandonment or misconduct by the offending party.
Article 21. Risk, force
majeure, fundamental changes in circumstances
21.1. Definitions
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21.1.2. Force majeure
refers to a situation that is not foreseeable when signing contract and cannot
be rectified even when all necessary measures have been taken within
permissible capacity, including: earthquake, storm, flood, inundation, tsunami,
fire, foreign enemies, or other force majeure.
21.1.3. Fundamental
changes in circumstances refer to changes in circumstances brought by objective
causes following contract conclusion the magnitude of which is so significant
that had the parties foreseen the situation, they would not have concluded the
contract or would have concluded the contract differently; where continued
execution of contract without amendment will cause serious damage to one of the
parties; where the party whose interests are affected have taken all necessary
measures within their power and appropriate to contract characteristics without
being able to prevent or mitigate damage to interest; which may include: situations
where the Government changes policies, regulations; unforeseeable irregular
geological events, and other situations that qualify conditions under this
point.
21.2. Notice on risks,
force majeure, and fundamental changes in circumstances
Where a party falls under
risks, force majeure, or fundamental changes in circumstances, the party must
inform the other party in writing at its earliest convenience and recommend
solutions.
21.3. Consequences of
risks
Where risks listed under
clause 21.1 cause loss or damage to construction works, real estate, materials,
equipment, or documents of the Contractor, the Contractor shall immediately
notify the Project developer and rectify the loss, damage within the extent
required by the Project developer.
Where the Contractor
suffers from time overruns and cost overruns as a result of the loss or damage,
the Contractor shall send a notice to the Project developer and exercise
according to clause 22.1 to:
21.3.1. Extend execution
time to make up for time overruns if completion deadline is or will be delayed
according to clause 8.4;
21.3.2. Pay costs that
will be added to contract price.
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21.3. Responsibilities of the
Contractor for risks
The Contractor shall be
held entirely accountable for securing construction works and goods from
commencement date to the date on which record of acceptance testing is issued
or supposedly issued according to clause 7 at which point the responsibility is
transferred to the Project developer. Where record of acceptance testing is
issued (or supposedly issued) to any work item or construction works,
responsibility for securing a work item of the construction works shall be
transferred to the Contractor.
After responsibility has
been appropriately transferred to the Contractor, the Project developer shall
undertake responsibility to secure unfinished work on the date specified in
record of acceptance testing until the unfinished work is completed.
If loss or damage occurs
to construction works, materials, equipment, or documents of the Contractor
during period where the Contractor is responsible for securing the
aforementioned entities, the Contractor shall rectify the loss, damage at its
own expense in order to keep construction works, materials, equipment, and
documents of the Contractor in line with the contract.
The Contractor shall be
responsible for damage or loss that occurs after the record of acceptance
testing has been issued and prior matters in which the Contractor is held
accountable.
21.4. Risk compensation
The Contractor shall
compensate the Project developer for complaints, malfunctions, damage, losses
and costs (including legal fees and charges) relating to:
21.4.1. Damage to body,
diseases, sick or death of anyone due to construction of the work and repair of
defects, except for results of the carelessness, purposefulness or breach of
the contract of the Project developer, their personnel or their representative;
21.4.2. Damage or loss of
any asset, whether the asset is real estate or personal assets (that are not
construction works) at an extent where such damage and loss:
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b) Can be attributed to
negligence, intentional decision, or violation of the contract of the
Contractor, their personnel, or any person hired directly or indirectly by
them.
The Project developer
shall incur damage and compensate the Contractor, their personnel for
complaints, losses and expenses (including legal costs and fees) concerning the
damage to body, sick or death that are considered as the results of the
carelessness, purposefulness or breach of the contract of the Project developer
and their personnel.
21.5. Notice of risks,
force majeure, and fundamental changes in circumstances
21.5.1. Where a party’s
performance of its contractual obligation is obstructed by a force majeure, the
party must inform the other party in writing about the situation or causes of
the situation and specify obligation, work that has been and will be
obstructed. The notice must be sent as soon as possible after the party is
aware or should be aware of the circumstances or causes of the circumstances.
In addition, the party
that has notified the other party shall be exempted from performance of its
work obligations during periods in which such performance is obstructed by the
force majeure.
Regardless of stipulation
under this clause, force majeure provisions shall not apply to performance of
payment obligation of a party to the other party in the contract.
21.5.2. Where a party
falls under fundamental changes in circumstances, it must notify the other
party, specify the affected work, degree to which work is affected, and
recommend solutions or contract adjustment. The notified party must state
whether or not they accept or provide other remarks within the time limit
specified under [SCC].
21.6. Consequences of
force majeure and fundamental changes in circumstances
21.6.1. Where the
Contractor's performance of its contractual obligations is obstructed by force
majeure and the Contractor has notified according to clause 21.5 and suffered
from time overruns and cost overruns as a result of force majeure, the
Contractor has the right according to 22.1.2.
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b) In respect of cases
detailed under point 21.1.2, receive reimbursement for these costs.
The Project developer
shall, after receiving the notice, decide on these matters.
21.6.2. Where a party is
affected by fundamental changes in circumstances during contract execution, the
party may request the other party to consider adjustment to the contract. The
party that receives request for contract adjustment shall state whether or not
they agree or provide other remarks within the time limit under [SCC]
pertaining to request for contract adjustment.
Where the party that
receives request for contract adjustment does not accept or where the parties
fail to reach an agreement, the affected party may request the court to handle
as per the law.
21.7. Termination of the
contract due to force majeure, payment, fulfillment of liability
Where ongoing execution of
work is interrupted repeatedly during a period under [SCC] due to force majeure
which has been notified according to 21.5 or over multiple occasions where the
total duration is consistent with [SCC] by the same force majeure which has
been notified, either party may send notice of termination of contract to the
other party. In this case, termination of the contract shall become effective
within the period specified under [SCC] after the date on which the other party
receives the notice.
In this instance of
termination, the Project developer shall pay the Contractor:
21.7.1. Payment for any
work of which the price has been specified in the contract;
21.7.2. Payment for
equipment and materials the order of which his placed for construction works
and delivered to the Contractor or items which the Contractor is responsible
for delivery of; such equipment and materials shall become assets (and
liabilities) of the Project developer after the Project developer has paid for
them at which point the Contractor shall allow the Project developer to use at
their discretion;
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21.7.4. Costs for removing
temporary construction works and equipment of the Contractor from the
construction works and returning these equipment to construction works of the
Contractor;
21.7.5. Compensation for
personnel and employees employed by the Contractor for the entire period
related to construction works on the date on which contract termination takes
place.
Article 22. Complaints
and settlement of disputes
22.1. Complaints of the
Contractor
Where the Contractor deems
itself entitled to extension of time and/or additional payment compliant with
any contractual clause, the Contractor must inform the provide the Project
developer description of situations that lead to the complaints. The notice
must be sent immediately and within the period under [SCC] after the Contractor
is aware or should be aware of the situation.
Where the Contractor does
not send notice about the complaint within the time limit under [SCC], the
Contractor shall not be entitled for extension of time or additional payment
while the Project developer shall be held accountable for the complaints.
Otherwise provisions below of this clause shall prevail.
The Contractor must also
present other notices required by the contract and additional details for the
complaint. These notices and additional details must be related to the
situation.
The Contractor must
preserve copies of documents at the construction site or at a location accepted
by the Project developer as they may be necessary to prove the complaints. By
denying the Project developer’s liability, the Project developer may have to,
after receiving any notification according to this clause, supervise the
storage of documents and/or instruct the Contractor to continue to retain the
existing documents for a longer period. The Contractor shall allow the Project
developer to examine all documents and submit copies (if required) to the
Project developer.
Within the period
prescribed in the [SCC] after the Contractor is aware (or should be aware) of
such situation; or within the other equivalent period proposed by the
Contractor and approved by the Project developer, the Contractor shall submit
full details about the complaint including supporting details on the basis of
the complaint and of the request for extension of time and/or additional
payment. If the complaint situation persists:
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22.1.2. The Contractor
shall directly submit monthly temporary complaints showing the accrued delay
and/or claimed amount and specific details that the Project developer may
request; and
22.1.3. The Contractor
shall lodge the final complaint within the period prescribed in the [SCC] after
the situation no longer has impacts, or within the other period proposed by the
Contractor and approved by the Project developer.
Within the period
prescribed in the [SCC] after receiving a complaint or supporting details about
the previous complaint, or within the other period proposed by the Project developer
and approved by the Contractor, the Project developer shall reply to the
Contractor with agreement or disagreement and give comments in detail. The
Project developer may request more details; however, their reply must be sent
within the prescribed period and the reply must comply with the principles of
the complaint.
Each payment certificate
shall include information on the claimed amount as proved reasonable and
appropriate to relevant terms of the contract. Unless and until details are
fully provided to prove the entire complaint, the Contractor shall only be
entitled to receive the part of the claim amount that has been proved
appropriate.
The Project develop shall
comply with clause 12.3 to come to an agreement or decision:
a) On extension (if any)
of the completion date (behind or ahead of schedule) according to clause 8.4
and/or
b) Additional payment (if
any) that the Contractor is entitled to under the contract.
Requirements of this
clause shall be used as supplementary requirements of any other clause
applicable to a complaint. If the Contractor does not comply with terms
relating to the complaint, any extension of the completion date and/or
additional payment shall be investigated for violation that hinders or affects
investigation of the complaint shall be considered, unless the complaint is not
notified in accordance with the regulation specified in the second paragraph of
this clause.
22.2. Appointment of
Dispute board
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The dispute board shall
include up to 3 qualified persons (“members”) as prescribed in the [SCC]. If
the number of members is not prescribed in advance and the parties fail to come
to an agreement, the dispute board shall include three persons.
If the dispute board
includes 3 persons, each party shall appoint a member and obtain approval from
the other party. The parties shall ask opinions of these two member and come to
an agreement on a third member who will be appointed to be the Chairperson.
However, if a list of
members has been made in the contract, the board’s members shall be chosen from
the list instead of another person who cannot or is not volunteer to accept the
appointment to the dispute board.
The agreement between the
parties and either the sole member (“the dispute settler”) or each of the three
members will be strictly combined by reference to the dispute resolution
clauses and their amendments which have been agreed upon by the members.
Remunerations for the sole
member or each member of the board shall be agreed upon when coming to terms of
the sections concerning appointment. Each party shall be liable for a half of
this remuneration.
At the time agreed by the
parties, they may appoint one appropriate person or several persons to replace
one or a number of members of the dispute board. Unless otherwise agreed upon
by the parties, the appointment shall be effective if one member refuses to
hold the appointed position or is unable to undertake by cause of death,
incapacity, resignation or termination of his/her term of office. The
replacement shall be designated in the same manner as designation or
negotiation of predecessors described under this Clause.
Designation of any member
can be terminated after the parties have reached a consensus; however, the
Project developer or Contractor must not act without prior consensus. Unless
otherwise agreed upon by both parties, the designation of each member of the
dispute board shall be terminated when the dispute board has come to a decision
on the dispute arbitration
22.3. Failure to reach an
agreement on the dispute board
If any of the requirements
below is met:
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22.3.2. Either party fails
to appoint a member (in order to obtain approval from the other party) to the
dispute board which consists of 3 people within the prescribed period;
22.3.3. The parties fail
to designate a third member (who acts as the Chairperson of the dispute board)
within the prescribed period;
22.3.4. Where the parties
fail to reach a consensus about designation of a successor within the period
prescribed under [SCC] immediately after the date on which the sole member or
either of the three members refuses to or is unable to undertake the work
because of death, incompetence, resignation, or termination of his/her office
term, organizations or individuals entitled to designation according to [SCC]
shall, on the basis of demand of either party or both parties and after
reasonably discussing with the parties, designate members of dispute board.
Such designation shall be final. Each party has the responsibility to cover
half of the remuneration paid to the organizations or individuals entitled to
designation.
22.4. Decision of the
dispute board
Where a dispute (of any
type) occurs between the parties and is related to or derived from the
contract, including disputes relating to certification, determination,
guidance, remarks, or assessment of the Project developer, as soon as the
dispute board is designate in accordance with clause 22.2 and 22.3, each party
can submit the dispute in written form to the dispute board for consideration
and decision. These remarks must be elaborated that the implementation is
compliant with this clause.
In respect of dispute
board that consists of 3 members, the dispute board shall be considered to have
receive the presented remarks on the date on which the Chairperson of the
dispute board receives the remarks.
The parties shall
immediately prepare adequate information for the dispute board, access to the
construction site, and appropriate instruments that the dispute board may
require for the purpose of making decisions on the dispute. It shall be
considered that the dispute board does not act as arbitrators.
Within the period
prescribed under [SCC] after receiving these remarks or advance payments
according to the Appendix on [Dispute board] and conditions in contract for
dispute settlement negotiation, whichever is later or in other time period
proposed by the dispute board and accepted by the parties, the dispute board
must make their decisions which must be reasonable and publicly declared in a manner
compliant with this clause. However, if both parties fail to pay all invoices
submitted by each member according to the Appendix on [Dispute board], the
dispute board shall not be obligatory to issue any decision until all invoices
are paid. The decision shall bind the two parties to immediately comply with
unless and until it is re-considered according to the mediation or an
arbitrator’s decision as described below. Unless the contract has been
terminated, refused or cancelled, the Contractor shall continue to execute the
contract.
Where either party
disagrees about the decision of the dispute board, the party may, within the
period prescribed in the [SCC] after receiving the decision, send a notice of
their disagreement with the decision to the other party. If one party does not
issue their decision within the period prescribed in the [SCC] after receiving
documents or proposed payments, the party may, within the period prescribed in
the [SCC], send a notice to the other party of their disagreement.
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If the dispute board has
issued their decision on a matter of the dispute, and no notice of disagreement
is sent by the parties within the period prescribed in the [SCC] after
receiving the decision of the dispute board, the decision shall be final and
binding on both parties.
22.5. Mediation
If any content mentioned
in the conclusion of the dispute board is noticed of disagreement according to clause
22.4 above, the parties shall try to settle the dispute through mediation
before filing a lawsuit. Unless otherwise prescribed by both parties, the
arbitration may be carried out within the period prescribed in the [SCC], and
the notice of disagreement may be issued by a party, even if there is no
mediation.
22.6. Settlement of
dispute through an arbitrator
Unless the dispute is
settled through the conclusion of the dispute board or mediation, if there is
any other dispute relating to the conclusion of the dispute board (if any)
which is not final and the dispute does not stop, such dispute(s) shall be
settled through the arbitrator. Procedures for settlement of the dispute shall
comply with rules of the arbitrator.
22.7. Non-compliance with
the conclusion of the dispute board
Where:
22.7.1. Neither party
issues notice of impasse within the period under 22.4,
22.7.2. Relevant decision
of the dispute board (if any) is final and binding.
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22.8. Expiration of
designation of dispute board
If there is a dispute
between the parties, whether or not they are related to the contract or the
execution of the contract, and the dispute board is not available due to
expiration of appointment or other reasons:
22.8.1. Clauses 22.4 and
22.5 do not apply, and
22.8.2. The dispute can be
put forward to arbitrators for arbitration according to 22.6.
Article 23. Final
settlement and finalization of contract
23.1. Final settlement of
contract
Within the period
prescribed in the [SCC] after receiving record of acceptance testing and
certification of the Project developer that the Contractor has completed all
tasks according to the contract, the Contractor shall submit to the Project
developer contract settlement dossiers and detailed documents on values of all
tasks to be fulfilled according to the contract using the form approved by the
Project developer pertaining to value work executed according to the contract
and other payments deemed to be due under the contract or other agreements.
Composition and quantity of documents on final settlement are specified under
[SCC].
If the Project developer
disagrees or considers that the Contractor does not give enough grounds to
certify any part of the final settlement dossier, the Contractor shall provide
more information to the Project developer if necessary and amend the final settlement
dossier as agreed upon by both parties. The Contractor shall prepare and submit
to the Project developer the contract settlement agreed upon by both parties.
However, if after
discussions between the parties ensue and there is any change in the final
settlement dossier that is agreed by both parties, the Project developer shall
make payment for these agreed parts of the contract settlement dossier in
accordance with clause 10.3.
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On the basis of clause
10.3, the Project developer shall fully pay the Contractor the amount owned
after deducting all amounts to which the Project developer is entitled to under
clause 10.3.
23.2. Termination of the
Project developer’s liability
The Project developer
shall not be responsible to the Contractor for any matter according to or
relating to the contract, unless the Contractor has mentioned a specific amount
used for the matter:
23.2.1. In the final
settlement dossiers, and
23.2.2. Except for matters
arising after concluding the record of acceptance testing included in the final
settlement dossiers mentioned in clause 23.1.
However, this clause does
not limit the Project developer's responsibility for compensation, dishonesty,
deliberate violation or incorrect work due to the Project developer's
negligence.
23.3. Finalization of
contract
23.3.1. The parties shall
perform contract finalization within the period prescribed in the [SCC], from
the date on which:
23.3.1. The parties
complete their obligations under the contract;
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23.3.2. Form of contract
finalization is prescribed under [SCC].
Article 24. Contract
effectiveness
24.1. This contract comes
into force from the date prescribed under [SCC] and the parties have undertaken
to adequately comply with this contract.
24.2. Number of copies of
the contract produced, number of copies kept by each party are prescribed under
[SCC]. Each copy of the contract shall be equally legitimate.
PART 4 - SPECIFIC CONDITIONS OF CONTRACT
Article 1. Definitions
1.8. Project: _____ [Specify
the full official name of the project].
1.26. Primary construction
works: ____ [Specify list of primary construction works within the scope of
the contract].
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2.2. Order of priority:
____ [Specify contents of contract documents in order of priority if any].
Article 3. General
provisions
3.1.2. Contract language:
____ [If foreign language is used, specify the foreign language].
3.1.3. Order of priority
of the languages: _____ [Where the contract uses at least 2 foreign
languages, specify order of priority of the languages].
3.6.1. Submission method:
____ [Where the parties agree on means of communication other than those
under 3.6.1, specify submission methods].
Article 5. Requirements
for engineering, procurement, and construction activities
5.1.3. Requirements for
design dossiers, time limit for reviewing and approving shall not be longer
than: ____ [Specify number of days].
5.2.2. The Contractor
shall be responsible for warranty during: _____ [Specify number of days,
months, years].
5.3.12. Time period: ____ [Specify
number of days from a defined point in time].
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Article 6. Test and
test operation upon completion
6.1. Time period: ____ [Specify
number of days].
6.2. Time period: ____ [Specify
number of days].
Article 7. Acceptance
testing of Project developer
7.1. Time period: ____ [Specify
number of days].
7.1.2. Time period: ____ [Specify
number of days].
7.3. Time period: ____ [Specify
number of days].
Time period: ____ [Specify
number of days or months from a specific point in time in which the Project
developer shall issue prior notice pertaining to requirements of test
operation].
7.4. Time period: ____ [Specify
number of days].
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7.7. Time period: ____ [Specify
number of days].
Article 8. Period and
schedule of contract execution
8.1. Starting day of work:
____ [Specify number of days in advance that the Project developer must
inform the Contractor about starting day of work].
8.3. Time period: ____ [Specify
number of days].
8.3.3.b. Time period: ____
[Specify number of days].
8.7. Maximum sum: ____ [Specify
the maximum sum corresponding to all currencies (VND and other foreign currencies
if any)]
Article 9. Contract
performance security and advance payment collateral
9.1. Time period: ____ [Specify
number of days].
Specified date: _____ [Specify
number of date before expiry of contract performance security].
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9.1.3. Time period: ____ [Specify
number of days].
9.1.4. Time period: _____ [Specify
time period in days or months].
9.2. Time period: ____ [Specify
number of days].
Article 10. Contract
price, advance payment, and payment
10.1. This contract is
__________ contract [If other form of contract pricing method is applied,
specify contract pricing method. Amend and adjust relevant details in
accordance with applied contract pricing method. For example: for adjustable
unit price contract, amend and adjust details related to scope, procedures,
methods, database for amendment; acceptance testing, payment; and other
relevant details]
10.1.3. Details of
contract price _____ [Where contract price differs from provisions under
this point, specify the amendments and adjustments]
10.1.4. Responsibilities
for risks related to contract price: ____ [Where the parties negotiate in
detail about responsibilities of each party regarding risks related to contract
price, specify responsibilities of each party regarding the risks]
10.2.1. Advance payment
a) In VND: VND ___,
corresponding to ___% of contract price. In which (if the parties agree to
separate the work into parts).
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(ii) Procurement:
VND ___, corresponding to ____% of value of engineering part;
(iii) Construction: VND
_____, corresponding to ____% of value of engineering part;
(iv) Other parts (if any):
VND ____, corresponding to ____% of value of corresponding work.
b) In foreign currency (if
any): [Specify type of foreign currency used in payment] _____,
corresponding to ____% of contract price In which (if the parties agree
to separate the work into parts).
(i) Engineering: [Specify
type of foreign currency] _____, corresponding to ____% of value of
engineering part;
(ii) Procurement: [Specify
type of foreign currency] ____, corresponding to ____% of engineering part;
(iii) Construction: [Specify
type of foreign currency] _____, corresponding to ____% of value of
engineering part;
(iv) Other parts (if any):
VND ____, corresponding to ____% of value of corresponding work.
c) Details of advance
payments according to Appendix No. ___ [Contract price, advance payment, and
payment of contract].
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10.2.4. Advance payment
for deposit or payment for manufacturers, suppliers of materials and equipment
based on technology design: ____ [Where the parties negotiate about advance
payment for performance of this work, specify value/percentage of advance
payment corresponding to each type of currency, date of advance payment, and
other necessary information (if any)].
10.3.1. Currency and method
of payment
a) Currencies used in
payment for construction contract are VND and ___ [Where foreign currency is
used for payment, specify the type of foreign currency used for payment].
b) Payment method: ____ [Via
transfer or other method negotiated by the parties in a manner compliant with
relevant law provisions].
10.3.2. Payment schedule:
____ [Specify number of installments, payment rate, or methods for
acceptance testing of payment corresponding to each type of currency used in
payment]. The parties may negotiate different installments and methods
for specific work:
a) Regarding engineering
part:
- Installment No. 1: Pay
___% of contract price after the Contractor completes engineering of work items
or completes _______ work [Specify agreement between the parties].
- Installment No. 2: Pay
___% of contract price after the Contractor completes engineering of work items
or completes _______ work [Specify agreement between the parties].
- Installment No. …
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b) Regarding procurement
part:
- Installment No. 1: Pay
___% of contract price after the Contractor delivers to the construction site
equipment of ______ work items [Specify agreement between the parties];
- Installment No. 2: Pay
___% of contract price after the Contractor delivers to the construction site
equipment of ______ work items [Specify agreement between the parties];
- Installment No. …
- Final installment: Pay
____% of contract price after the Contractor delivers to the construction site
all contract equipment.
c) Regarding construction
part:
- Installment No. 1: Pay
____% of contract price (or value of completed work items) after the Contractor
completes ______ work item [Specify name of work item].
- Installment No. 2: Pay
____% of contract price (or value of completed work items) after the Contractor
completes ______ work item [Specify name of work item].
- Installment No. …
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d) Regarding other work
(if any): ____ [The parties shall negotiate about payment for other work (if
any)].
10.3.3. Provisional
payment: ____ [Where the parties agree on provisional payment, specify basis
and methods for determining provisional payment value and other relevant
details].
10.3.4. Payment documents:
____ [Specify composition and quantity of payment documents].
Payment documents
primarily consist of ______ [Specify name of documents].
10.3.5. Payment time
limit: ______ [Specify the time limit, in days, from the date on which
adequate payment documents according to the contract are received].
10.3.6. Late payment
interest: ____ [The parties shall negotiate about late payment interest].
Article 11. Rights,
responsibilities, and general obligations of project developer
11.1.2. Time period: ____ [Specify
number of days].
11.4. Time period: ____ [Specify
number of days].
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Article 12. Tasks,
powers of Advisor (applicable to a contract where the Project developer hires
an advisor to undertake specialized work within the scope of the contract)
12.3.2. Time period: ____ [Specify
number of days].
12.4. Time period: ____ [Specify
number of days].
Article 13. Rights,
responsibilities, and general obligations of the Contractor
13.11.1. Time period: ____
[Specify number of days].
13.16. Schedule report:
- Where the parties
agree otherwise, specify details, requirements, composition, presentation of
each schedule report and amend this clause accordingly.
- Number of copies of
schedule report: ____ [Specify number of copies].
- Time period: ____ [specify
number of days].
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Where the parties reach
a different agreement compared to this clause, amend this clause accordingly.
13.19. Responsibility of
the Contractor in transferring technology to the Project developer: ___ [Specify
responsibility of the Contractor in technology transfer].
13.20. Quantity of
as-built dossiers: ___ [Specify number of copies].
Article 14. Adjustment
of contract
14.2. Other regulations
pertaining to cases where contract review and amendment is allowed: ____ [Specify
other regulations pertaining to cases of contract amendment (if any)].
14.2.4. Cases of contract
adjustment:
- Where the parties
reach a different agreement compared to this clause, amend this clause
accordingly.
- Other cases: ___ [Specify
other cases where contract review and adjustment is allowed in a manner
compliant with regulations of the law].
14.3.3. The limit for
response from the Project developer is ______ days [Specify number of days].
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15.1.4. Time period: ____ [Specify
number of days].
15.3. Cases where the
Project developer is allowed to designate or guide hired Contractor to act as
subcontractor include: ____ [Specify cases].
Article 16. Temporary
suspension, termination of the contract initiated by the project developer
16.1. Time period is: ___ [Specify
period of time, in days or months, from a defined point in time].
16.4.1. Duration of delay
to work where equipment is used or provision of equipment and/or materials: ___
[Specify number of days].
16.5. Duration of
temporary suspension: ____ [Specify number of days or months from a specific
date]. Interval from the date on which the Contractor makes the request to
the date on which the Project developer refuses to grant approval: ____ [Specify
number of days].
16.7.2. Time period: ____ [Specify
number of days].
16.7.5. Time period: ____ [specify
number of days].
16.10. Time period: ____ [Specify
number of days].
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17.1. Time period: ____ [Specify
number of days].
17.2.1. Time period: ____ [Specify
number of days].
17.2.3. Time period: ____ [Specify
number of days].
17.2.5. Time period: ____ [Specify
number of days].
17.3.3. Time period: ____ [Specify
number of days].
Article 18. Insurance and
warranty of construction works
18.1. Other types of
insurance: ___ [Specify responsibility of each party to purchase insurance].
18.2.1.
a) Time period: ___ [Specify
duration of warranty period in days/months].
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c) Time period: ____ [specify
number of days].
Article 19.
Responsibility for errors
19.3. Time period: ____ [Specify
number of days].
19.6. Time period: ____ [Specify
number of days].
Article 20. Bonuses and
penalties for violation of the contract, and responsibility for compensation
20.1. The Contractor shall
be eligible for bonuses: ___ [The parties shall negotiate in detail about
bonuses for the Contractor, if applicable].
20.2. The Contractor shall
be susceptible to penalties: ___ [The parties shall negotiate in detail
about penalties for the Contractor, if applicable].
20.3. Responsibility for
compensation of the parties due to contract violation: ____ [The parties
shall negotiate in detail about responsibilities of the parties for damage; the
parties may negotiate about methods for determining damage as per the law].
20.5. Time period: ____ [Specify
number of days/months/years].
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Article 21. Risk, force
majeure, fundamental changes in circumstances
21.5.2. Time period: ____ [Specify
number of days].
21.6.2. Time period: ____ [Specify
number of days].
21.7. Time period: ____ [Specify
number of days].
Article 22. Complaints and
settlement of disputes
22.1. Time period: ____ [Specify
number of days].
22.1.3. Time period: ___ [Specify
number of days or months from a specific date after receiving complaints or
report about situation].
22.2. Appointment of
Dispute board
- Time period: ____ [specify
number of days].
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22.3.4.
- Time period: ____ [specify
number of days].
- Entitlement to designate
Dispute board: ___ [Specify organization, individual entitled to designate
Dispute board].
22.4. Time period: ____ [Specify
number of days].
22.5. Time period: ____ [Specify
number of days].
Article 23. Final
settlement and finalization of contract
23.1. Final settlement of
contract
- Time period: ____ [specify
number of days].
- Quantity of final
settlement dossiers: ____ [Specify number of dossier set].
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Article 24. Contract
effectiveness
24.1. Effectiveness of the
contract: ___ [Specify effective date].
24.2. Number of contract
copies: ___ [Specify the number of copies prepared and number of copies kept
by each party; where at least 2 languages are used, specify the number of
copies in each language].