Terms of Delivery

Custers works according to the international terms of delivery as set up by Orgalime.
Download here the Custers terms of delivery.


                                                                                      GENERAL CONDITIONS

                                                                                                    for the


                                                                                          Brussels, January 2014


1.             These  General  Conditions shall  apply  when  the  parties agree In Writing  or otherwise  thereto.  Any modifications of or deviations  from them must be agreed In Writing.


2.              In these General Conditions the following terms shall have the meanings  hereunder  assigned  to them:

-  "Contract": the  agreement   In  Writing   between   the parties  concerning delivery  and performance of the  Works  and all appendices, including agreed  amendments and additions In Writing to the said documents;

-"Contract Price": the payment to be made for the Works. lf installation is to be carried out on a time basis and has notbeen completed, the Contract Price for the purposes of Clauses 21, 43,

44 and 51 shall be the price  for the Plant with  the addition of 10

per cent or of any other percentage that may have been agreed by the parties;

- "Gross Negligence":  an actor omission implying either a failure to pay due regard to serious consequences, which a conscientious contracting party  would  normally foresee as likely to ensue, or a deliberate  disregard  of the consequences of such an act or omission;

- "In  Writing":  communication by  document signed  by both  parties  or by  letter, fax, electronic  mail  and by  such  other means as are agreed by the parties;

- "Plant":  the  machinery, apparatus, materials,  articles, documentation, software and other products to be supplied by the Contractor under the Contract;

- "Site":  the  place   where  the  Plant  is  to  be  installed, including as much  of the  surrounding area  as is necessary for unloading,  starage   and   internal   transport  of  the   Plant   and installation equipment;

- "Works": the Plant, installation of the Plantand any other work to be carried out by the Contractor under the Contract. lf the Works shall according to the Contract  be taken over by separate sections  intended to  be  used  independently frorn  each  other, these Conditions shall apply toeach section separately. The term "Works" shall then refer to the section in question.


3.              All  information  and  data  contained  in  general product documentation and price  lists shall be binding  only to the  extent that they are by reference  In Writing expressly  included in the Contract.


4.             All drawings and technica!  documents relating to the Works submitted by  one party  to the other, prior  or subsequent to the formation of the Contract, shall remain the property of the submitting party.

Drawings,technica! documents or othertechnical information received by one party  shall not, without the consent of the other party, be used for any other purpose than that tor which they were provided. They  may not,  without the consent of the  submitting party,  otherwise be used or copied, reproduced, transmitted or communicated to a third party.

5.              The Contractor shall, not later than  at the date of taking- over, provide  free of charge information and drawings which  are necessary to permit  the  Purchaser  to commission, operate  and maintain the  Works.  Such  information and  drawings shall be supplied in the  number  of copies agreed  upon  or at least  one copy of  each.  The Contractor shall  not  be  obliged to provide manufacturing drawings  for the Plant or tor spare parts.


6.              Tests  before  shipment   of  the  Plant  provided for  in  the Contract shall,  unless  otherwise   agreed,  be  carried out  at the place of manufacture during normal working hours.

lf the Contract does notspecity the technica! requirements, the tests  shall be carried out in accordance with general practice in the appropriate branch of industry concerned in the country of manufacture.

7.             The Contractorshall notify the Purchaser In Writing of these tests in sufficient  time to permit  the Purchaser to be represented at the tests.  lf the  Purchaser  is not  represented,  the test report shall be sent to the Purchaser and shall be accepted as accurate.

8.             lf the tests  show  the  Plant  not  to be in  accordance with the Contract, the Contractor shall without  delay remedy any deficiencies in order  to  ensure that  the  Plant camplies with  the Contract. New tests  shall then be  carried  out at the Purchaser's request, unless the deficiency was insignificant.

9.             The Contractorshall bear all costs for tests before shipment of the  Plant. The  Purchaser shall however  bear all travelling and living  expenses for  his representatives in conneetion with  such tests.


10.           The   Contractor  shall   in  good   time   provide   drawings showing  the manner in which the Plant is to be installed,  tagether with all information required tor preparing suitable foundations, for providing access  for the Plant and any necessary  equipment to the Site and for making  all necessary  connections to the Works.

f) he has made  available to the Contractor free of charge necessary  starage facilities, providing proteetion against theft and deterioration of the  Plant,  the tools  and equipment required  for installation and the personal  effects of the Contraetar's personnel;

g) the access routes to the Site are suitable for the required transport  of the Plant and the Contraetar's equipment.

11. The  Purchaser  shall in good  time  undertake  preparatory

12.           The  preparatory work  referred  to  in  Clause  11  shall  be carried  out  by  the  Purchaser  in  accordance with  the  drawings and  intermation provided by  the  Contractor under  Clause  10. In any case the  Purchaser  shall ensure that  the foundations are structurally sound.  lf the Purchaser is responsible for transporting the Plant to the Site, heshall ensure that the Plant is on the Site before the agreed date tor starting the installation work.

13.           lf an error or omission in the drawings or information referred shall  make   available  to  the  Contractor,   tree  of  charge,  such Iabour  and operators  as may be  specified  in the Contract or as may reasonably be required tor the purpose of the Contract. The persons made available by the Purchaser under this clause shall provide their own tools. The Contractorshall not be liable tor such Iabour provided by the Purchaser or tor any acts or omissions of the persons  concerned.

14.The Purchaser shall ensure that:

a) the  Contraetar's persennel   are  able  to  start  work  in charge.

accordance with  the  agreed  time  schedule  and  to  work  during normal  working   hours.  Provided  that  the  Purchaser  has  been given notice In Writing in reasanabie time, work may be performed outside normal working  hours to the extent deemed necessary by the Contractor;

b) he has, in good time befare installation is started, informed the Contractor In Writing of all relevant  safety regulations  in force at the Site.  lnstallation shall not  be  carried out  in unhealthy or dangerous surroundings. All the necessary safety and precautionary measures  shall have been taken before installation is started  and shall be maintained;

c) the Contraetar's persennel are able to obtain suitable and convenient  board  and lodging  in the neighbourhood of the Site and have  access  to  internationally acceptable hygiene  facilities and medica!  services;

d) he has made available to the Contractor free of charge at the proper time on the Site all necessary  cranes, lifting  equipment and equipment fortransport on the Site, auxiliary tools, machinery, materials  and supplies (including fuel, oils, grease and other materials,  gas, water. electricity,  steam, compressed air. heating, lighting,  etc.),  as well as the measuring  and testing  instruments of  the  Purchaser   available   on  the  Site.  The  Contractor  shall specity In Writing his requirements concerning such cranes, lifting equipment, measuring  and testing instruments and equipment for transport  on the Site at the latest  one month  before  the agreed date tor starting the installation work;

e) he has made available  to the Contractor tree of charge sufficient  offices on the Site. equipped with telephone and access to the Internet

15.           Upon the Contraetar's request in good time, the Purchaser work  to  ensure  that  the conditions necessary  tor installation  of the Plant and for the correct  operatien of the Works are fulfilled. This shall not  apply to preparatory work  which  according to the Contract  shall be pertormed by the Contractor.

16.           lf the Contractor so requires,  the  Purchaser  shall give  all necessary   assistance  required  for  the  import   and  re-export  of the Contraetar's equipment and tools,  including assistance  with customs  fonnalities. The assistance  as such  shall be  provided tree of charge.to in Clause 10 is discovered by the Contractor or notified  to him

17. The   Purchaser   shall   give  all  necessary   assistance   to In Writing  before  expiry  of the  period  referred  to  in Clause  59. the costs of any necessary remedial work shall be borne by the Contractor. ensure that the Contraetar's pers onnel obtain, in good time, visas and any official  entry, exit or work permits  and (if necessary)  tax certificates required in the Purchaser's  country,  as welI as access to  the  Site.  The  assistance  as  such  shall  be  provided free  of

18.           The parties  shall, no later than when the Contractor gives notice  that the Plant is ready for dispatch from the place of manufacture, each appoint  a representative  In Writing  to act  on their behalt during the work on the Site.

The representatives shall be present  on  or near the Site during working hours. Unless otherwise  specified in the Contract. the representatives shall be authorised to act on behalf of their respective  party  in all matters  concerning the installation work. Wherever these  General  Conditions stipulate  that  a notice  shall be given In Writing, the representative  shall always be authorised to receive such notice  on behalf of the party he represents.


19.           lf the Purchaser  anticipates that he will be unable  to fulfil in time his obligations necessary  for carrying  out installation, including complying with the conditions specified  in Clauses  11, 12 and 14-17.  heshall forthwith notify  the Contractor In Writing. stating  the reason  and, it possible. the time when he will be able to carry out his obligations.

20.                           Without prejudice to the Contraetar's rights under Clause 2i, if the Purchaser fails to fulfil, correctly  and in time, his obligations necessary tor carrying  out installation, including to comply with the conditions specified in Claus es 1i. 12 and 14-i7, the following shall apply:

a) The Contractor may  at his  own  diseretien  choose  to carry out or employ  a third party to carry out the Purchaser's obligations or otherwise take such measures as are appropriate under the circumstances in order to avoid or alleviate the effects of the Purchaser's  default.

b) The Contractor may  suspend  in  whole  or  in  part  his

performance of the Contract. Heshall forthwith notify the Purchaser

In Writing of such suspension.

c) lf the Plant has not yet been delivered to the Site. the Contractorshall arrange tor storage of the Plant at the Purchaser's risk. The Contractorshall also. if the Purchaser so requires,  insure the Plant.

d) The Purchaser  shall pay any part  of the Contract  Price which. but for the default would have become  due.

e) The Purchaser  shall reimburse  the  Contractor for  any costs  not  covered   by  Clause  47  or  48,  which  are reasonably incurred  by the Contractor as aresult of measures under a). b) or c) of this Clause.

21. lf taking-over is prevented  by the  Purchaser's  default  as referred to in Clause 20 and this is not due to any such circumstance as mentioned in Clause 73, the Contractor may also by notice  In Writing require the Purchaser  to remedy  his default within  a final reasanabie  period.

lf, for any reason which is not attributable to the Contractor, the Purchaser fails to remedy his default within such period, the Contractor may by notice In Writing tenninate the Contract in whole or in part. The Contractorshall then be entitled to compensation for the loss he suffers by reason of the Purchaser's  default,  including any consequential and indirect  loss. The compensation shall not exceed that part of the Contract  Price which is attributable to that part of the Works in respect  of which the Contract  is terminated.


22.           The Contractor shall ensure that the Works are carried out and are in accordance with any laws, regulations  and rules which are applicable to the Works. lf required  by the Contractor, the Purchaser  shall provide  the  relevant  information on these  laws. regulations  and rules In Writing.

23.           The Contractorshall carry out any variation work necessary to comply with changes in laws, regulations and rules. referred to in Clause 22, or in their generally accepted interpretation, occurring between  the  date  of submission of the  tender  and  taking-over. The Purchaser shall bear the extra costs and other consequences resulting trom such changes. including variation  work.

24.            lf the parties  are unable  to  agree on the extra costs  and other consequences of changes in laws, regulations and rules. referred to in Clause 22, the Contractor shall be compensated for any variation  workon a time basis.


25.           Subject  to the  provisions of Clause  29, the  Purchaser  is entitled to request variations to the scope, design and construction of the Works until the Works have been taken over. The Contractor may suggest  such variations  In Writing.

26.            Requests forvariations shall be submitted to the Contractor

In Writing and shall contain an exact description of the variation.

27.           As soon as possible after receipt of a requestfora variatien ar after having himself made a proposal fora variation, the Contractor

shall notify the Purchaser In Writing whether and how the variation

can be carried out, stating  the resulting  alteration  to the Contract

Price. the time for taking-over and other terms of the Contract.

The Contractorshall also give such notice to the Purchaser when variations  are required  as a result of changes  in laws, regulations  and rules referred to in Clause 22.

28.                           lf taking-over is delayed as aresult of disagreement between the parties on the consequences of variations,  the Purchaser shall pay any part of the Contract Price which would have become  due if taking-over had not been delayed.

29.           Save as provided in Clause  23,  the  Contractor shall not be  obliged to  carry  out  variations  requested  by  the  Purchaser until the parties have agreed on how the variations  wilI affect the Contract  Price, the time for taking-over and other terms of the Contract.


30.                           The risk of loss of or damage to the Plant shall pass to the Purchaser in accordance with any agreed trade term, which  shall be  construed in accordance with  the  INCOTERMS") in force  at the date of formation of the Contract.  lf no trade term has been specifically agreed,  delivery  of  the  Plant  shall  be  Free Carrier (FCA) at the place named by the Contractor.

Any risk of loss of or damage to the Works not covered by the first paragraph of this Clause  shall pass to the Purchaser  on taking-over of the Works.

Any lossof or damage to the Plant and Works after the risk has passed to the Purchaser shall be at the risk of the Purchaser, unless such lossar  damage results trom the Contraetar's negligence.


31.                           When  installation has  been  completed taking-over tests shall.  unless   otherwise   agreed,   be  carried   out  to  determine whether  the Works  are as required  for taking-over according to the Contract.

The Contractor shall notify  the  Purchaser  In Writing  that the Works are ready for taking-over.  He shall in this notice  give a date for taking-over tests.  giving  the Purchaser  sufficient  time to prepare for and be represented  at these tests.

The Purchaser shall bear all costs of taking-over tests. The Contractor shall however  bear all costs  relating  to his personnel and his other representatives.

32.                           The  Purchaser  shall  provide   free  of  charge  any  power, lubricants, water, fuel, raw materials  and other materials  required tor the taking-over tests and for final adjustments in preparing for these tests. He shall also instalI free of charge any equipment  and provide  any Iabour or other assistance  necessary  tor carrying  out the taking-over tests.

33.           lf,  after  having  been  notified in  accordance with  Clause 31, the  Purchaser  fails  to  fulfil  his  obligations under  Clause  32 or otherwise  prevents  the  taking-over tests  from  being  carried out, the tests shall be regarded  as having been satisfactorily completed at the starting  date for taking-over tests  stated  in the Contraetar's notice.

The taking-over tests  shall be carried  out  during  normal

working hours. lf the Contract does not specity the technica! requirements.  the tests  shall be  carried  out in accordance with general practice  in the appropriate branch  of industry  concerned in the Purchaser's  country.

35.           The Contractor shall prepare  a report  of the  taking-over tests. This report  shall be sent to the Purchaser. lf the Purchaser has  not  been  represented at the  taking-over tests  after  having been notified  in accordance with  Clause 31, the test report  shall be accepted as accurate.

36.            lf  the  taking-over  tests   show  the  Works  not  to  be  in accordance with the Contract, the Contractor shall without  delay remedy the deficiencies. lf the Purchaser so requires In Writing without  delay, new tests  shall be carried  out in accordance with Clauses 31-35. This shall not apply  when the deficiency was insignificant.


37.           Taking-over of the Works shall be considered to take piace:

a) when the taking-over tests have been satisfactorily cornpleted or are regarded under Clause 33 as having been satisfactorily cornpleted, or

b) where  the parties  have agreed  not to carry  out taking­ aver tests, when the Purchaser has received  a Contraetar's notice In Writing that the Works have been cornpleted, provided that the Works are as required tor taking-over according to the Contract.

Minor deficiencies which do not affect the efficiency of the

Works shall not prevent taking-over.

The Contraetar's obligation to install  the Plant at the Site is fulfilled when the Works are taken over pursuant  to this Clause

37, notwithstanding his obligation to rernedy any remaining minor


38.           The Purchaser is not entitled to use the Works or any part thereof before taking-over. lf the Purchaser does so without the Contraetar's consent In Writing,  the  Works  shall be  deerned  to have been taken over. The Contractor is then relieved of his duty to carry out taking-over tests.

39.           As soon as the Works have been taken over in accordance with Clause 37 or 38, the period referred to in Clause 59 shall start to run. The Purchaser shall, at the Contraetar's request In Writing, issue a certificate stating  when the Works have been taken over.

The Purchaser's failure to issue a certificate shall notaffect taking­


40.            lf the parties, insteadof specifying  the date for taking-over, have  specified  a period  of  time  within  which  taking-over  shall take place,  such period shall start to run as soon as the Contract is  entered  into  and  all  agreed  preconditions to  be  fulfilled  by the Purchaser have been satisfied, such as official forrnalities. payrnents due at the formation of the Contract and securities.

41.            lf the Contractor anticipates that he will not be able to fulfil his obligations for taking-over before or at the time for taking-over,

he shall forthwith notify  the  Purchaser  thereof  In Writing,  stating

the  reason  and,  if possible. the  time  when  taking-over can  be expected.

lf the Contractor fails  to give  such notice,  the  Purchaser shall be entitled  to cornpensation for any additional  costs  which he incurs and which he could have avoided had he received  such notice.

42.           The Contractorshall be entitled to an extension  of the time

tor taking-over if delay occurs:

a) because   of  any  of  the  circurnstances  referred  to  in

Clause 73. or

b) as aresult of variation workunder Clause 23, or c) as aresult of variations under Clauses 25-29,  or

d) as aresult of suspension under Clauses 20. 51 or 76, or e) by an actor ornission on the part of the Purchaser or any

other circurnstances attributable to the Purchaser.

The extension  shall be  as necessary  having  regard to  all the relevant  circurnstances. This provision applies  regardless  of whether the reason for the delay occurs before or after the agreed time for taking-over.

43.                           lf  the  Works  are  not  cornpleted at  the  agreed  time  for taking-over,  the Purchaser shall be entitled to liquidated damages trom the date on which taking-over should have taken place.

The liquidated damages  shall be payable  at a rate of 0.5 per  cent  of  the  Contract   Price  tor  each  cammeneed week  of delay. The liquidated darnages  shall not  exceed  7.5 per  cent  of the Contract Price.

lf only part of the Works is delayed, the liquidated darnages shall be calculated on that part of the Contract  Price which  is attributable to such part  of the Works as cannot  in consequence of the delay be used as intended by the parties.

The liquidated darnages becorne  due at the Purchaser's dernand In Writing, but not before taking-over has taken place  or the Contract is terminated under Clause 44.

The Purchaser  shall torfeit his right to liquidated darnages if he has not lodged a claim In Writing for such darnages within six

rnonths  after the time when taking-over should have taken place.

44. lf  the  delay  is  such  that  the   Purchaser   is  entitled   to maximurn  liquidated darnages under Clause 43 and if the Works are still not ready for taking-over.  the Purchaser rnay In Writing dernand completion of the Works within a final reasanabie  period aver according to Clauses 37 and 38.

which shall not be less than one week.

lf  the  Contractor  does  not  complete the  Works  within such final period and this is not due to any circurnstance which is attributable to the Purchaser, then the Purchaser rnay by notice  In Writing to the Contractor terrninate the Contract in respect of such part  of the Works as cannot  in consequence of the Contraetar's failure be used as intended by the parties.

lf  the   Purchaser   terminatas   the   Contract   he  shall  be entitled to compensation for the loss he suffers as a result of the Contraetar's delay, including any consequential and indirect  loss. The total  cornpensation, including the liquidated darnages which are payable under Clause 43, shall not exceed 15 per cent of that part  of the Contract Price which  is attributable to the part  of the Works in respect  of which the Contract is terminated.

The Purchaser shall also have the right to terminate the Contract  by notice  In Writing  to the Contractor if it is clear trom the circumstances that  there will occur  a delay in taking-over of the  Works  which  under  Clause  43  would  entitle  the  Purchaser to maximum  liquidated damages.  In case of terminatien for this reason,  the  Purchaser  shall  be  entitled  to  maximum liquidated damages  and compensation under the third paragraph of this Clause 44.

45.            Liquidated damages  under  Clause  43 and terminatien of the Contract with limited  compensation under Clause 44 shall be the only remedies  available  to the Purchaser  in case of delay on the part of the Contractor.  All other claims  against the Contractor based   on  such   delay   shall  be  excluded,  except   where   the Contractor has been guilty of Gross Negligence.


46.            Unless othervvise agreed. payment  shall be made within 30 days after the date of the invoice  as follows:

a) when installation is carried out on a time basis:

one third of the agreed price tor the Plant at the formation of the Contract,

one third when the Contractor notities  the Purchaser that the Plant or the essential part of it is ready for dispatch trom the place of manufacture and

the final third on arrival of the Plant at the Site.

Payment for installation shall be made against monthly invoices.

b) when installation is included in the lump  sum Contract


30 per cent of the Contract Price at the formation of the Contract,

30 per cent when the Contractor notities  the Purchaser that the Plant or the essential part of it is ready for dispatch trom the place of manufacture.

30 per cent on arrival of the Plant at the Site. the remaining part of the Contract  Price on


47.           When installation is carried out on a time basis the following items shall be separately  charged:

a) all  travelling   expenses  incurred   by  the  Contractor in respect  of his personnel  and the transport  of their equipment and personal  effects  (within reasanabie  limits) in accordance with the specified  method and class of travel where these are specified  in the Contract;

b) cost of board and lodging  and other living expenses. including any appropriate allowances of the Contraetar's personnel tor each day's absence  trom their homes,  including non-working days  and  holidays.  The  daily  allowances shall be  payable  even during incapacity caused by sickness  or accident:

c) the time worked, which  shall be calculated  by reference to the  number  of  hours  certified  as worked  in the  time-sheets signed by the Purchaser. Overtime and workon Sundays, holidays and at night shall be chargedat special rates. The rates shall be as agreed in the Contract  or, failing agreement,  as nonnally charged by the Contractor. Save as othervvise provided, the hourly  rates cover the normal wear and tear of the Contraetar's tools and light equipment;

d) time necessarily  spent on:

preparatien and tormalities  incidental  to

the outward  and homeward journeys of the

Contraetar's personnel,

the outward  and homeward journeys and other journeys to which the pers onnel are entitled in accordance with current law, regulations  or collective agreements in the Contraetar's country,

daily travel of the Contraetar's personnel between lodgings and the Site, if it exceeds half an hour each way and there are no suitable lodgings closer to the Site,

waiting  when work is prevented  by circumstances which  are not attributable to the Contractor;

e) any expenses  incurred  by the Contractor in accordance with the Contract in conneetion with the provision of equipment by him.  including where  appropriate a charge tor the use of the Contraetar's own heavy equipment;

f) any taxes  or dues levied  on the invoice  and payable  by the Contractor in the country  where installation takes place;

g) any costs  which  could  not  reasonably be foreseen  by the Contractor and  are caused  by  a circumstance which  is not attributable to the Contractor;

h) any extra costs resulting from the applicability of mandatory rules of the Purchaser's  country  in the social field;

i) any costs,  expenses  and time spent resulting  trom extra work which is not attributable to the Contractor.

lf these costs are time-related, they shall be charged at the rates referred to in this Clause 47 under c.

48.           When installation is to be carried  outfora lump  sum, the Contract  Price shall be deemed to inelude all the items mentioned in Clause  47,  a) through  e). Any items  mentioned in Clause  47. f) through  i), shall be  deemed  to be excluded trom  the Contract Price  and  shall therefore  be  charged  separately.  lf these  costs are time-related, they shall be charged  at the rates referred to in Clause 47 under c).

49.                           lf installation is delayed due toa eause which is attributable to the Purchaser, the Purchaser shall compensate the Contractor tor any resulting  additional  costs,  including but not limited  to:

a) waiting time and time spent on extra journeys;

b) costs  and extra work resulting  trom the delay, including removing, securing  and setting up installation equipment;

c) additional  costs,  including costs  as a result of the Contractor having to keep his equipment at the Site tor a longer time than expected;

d) additional costs  for journeys and board  and lodging  for the Contraetar's personnel;

e) additional  financing  costs and costs  of insurance;

f) other documented costs incurred  by the Contractor as a result of changes in the installation programme.

lf these costs are time-related, they shall be charged at the rates referred to in Clause 47 under c).

50.           Whatever the means  of payment  used. payment  shall not be deemed to have been effected before the Contraetar's account has been irrevocably credited  for the amount due.

51.                        lf  the  Purchaser  fails  to  pay  by  a  stipulated  date,  the Contractor shall  be  entitled  to  interest  from  the  day  on  which payment  was due and to compensation for recovery  costs.  The rate of interestshall be as agreed between the parties or otherwise

8 percentage points  above the rate of the main refinancing  facility of the  European  Central  Bank.  The compensation for  recovery costs  shall be 1 per cent of the amount tor which interest for late payment  becomes due.

In case  of late payment  and  in case  the  Purchaser  fails to give an agreed  security  by the stipulated date the Contractor may, after having  notified  the  Purchaser  In Writing,  suspend  his performance of the Contract  until he receives payment  or, where appropriate, until the Purchaser gives the agreed securitythe stipulated date the Contractor may, after having  notified  the  Purchaser  In Writing,  suspend  his performance of the Contract  until he receives payment  or, where appropriate, until the Purchaser gives the agreed security.

lf the Purchaser has not paid the amount  due within three


52.           The Plant shall remain the property of the Contractor until paid  for in full, including payment  tor installation of the Plant, to the extent  that  such retention  of title  is valid under  the relevant law.

The Purchaser shall at the request of the Contractor assist him in taking  any measures necessary  to proteet  the Contraetar's title to the Plant.

The retention  of title  shall  not  affect  the  passing  of risk under Clause 30.


53.           The Contractorshall be liable for any damage to the Works which  occurs  before  the risk has passed  to the  Purchaser. This applies irrespective of the eause of the damage, unless the damage has  been  caused by  the  Purchaser  or anyone  for  whom  he is responsibie in conneetion with performance of the Contract. lf the Contractor  is not liable for the damage to the Works in accordance with this Clause, the Purchaser may still require the Contractor to remedy the damage,  be it at the Purchaser's  cost.

54.           The Contractorshall be liable for damage to the Purchaser's property occurring before taking-over of the Works only if it is proved that such damage was caused by negligence on the part of the Contractor  or anyone for whom he is responsible in conneetion with   the   performance  of  the   Contract.   The  Contractor  shall however under no circumstances be liable tor loss of production, loss of profit  or any other consequential or indirect  loss. part under the same terms and conditions as those applicable to the original Works fora period of one year. For the remaining parts of the Works the period mentioned in Clause 59 shall be extended only by a period equal to the period during which and to the extent that the Works could not be used as a result of the defect.


55. Pursuant to the provisions of Clauses 56-71, the Contractor shall remedy  any defect  or nonconformity (hereinafter termed defect(s)) in the Works resulting from faulty design, materials or workmanship.

56.  The Contractor shall not  be liable  for defects  arising  out of materials  provided or a design  stipulated or specified  by the Purchaser.

57.  The Contractorshall only be liable for defects which appear under the conditions of operation provided for in the Contract and under proper  use of the Works.

58.  The Contractor shall not  be liable  for  defects  caused  by circumstances which arise afterthe risk has passed to the Purchaser, e.g. defects  due to faulty maintenance or faulty repair by the Purchaser or to alterations  carried out without  the Contraetar's consent In Writing. The Contractorshall neither be liable for normal wear and tear nor for deterioration.

59.           The Contraetar's liability  shall be limited  to defects  in the Works which appear within a period of one year from taking-over. lf the use of the Works exceeds that which is agreed, this period shall months,  the Contractorshall be entitled to terminate the Contract be reduced proportionately. lf taking-over has been  delayed  for by notice In Writing to the Purchaser and, in addition to the interest reasons  which  are attributable to the Purchaser, the Contraetar's and compensation of recovery costs  according to this Clause Si, liability  for  defects  shall not.  except  as stated  in Clause 60, be to claim compensation tor the loss he incurs. Such compensation extended beyond  18 months  after delivery of the Plant. shall not exceed the Contract Price.

60.            When a defect  in a part of the Works has been remedied, the Contractorshall be liable for defectsin the repaired or replaced where applicable. The notice  shall contain  a description of the defect. lf the Purchaser fails to notify the Contractor In Writing of a defect within the time Iimits set forth in the first paragraph  of this Clause, he shalllose his right to have the defect remedied. Where the defect is such that it may cause damage, the Purchaser shall immediately inform the Contractor In Writing. The Purchaser  shall bear  the risk  of damage  to the Works resulting trom his failure so to notify. The Purchaser  shall take reasanabie measures  to minimise  damage  and shall in that respect  comply with instructions of the Contractor.

61.            The Purchaser shall without undue delay notifythe Contractor In Writing of any defect which appears. Such notice shall under no circumstances be given later than two weeks after the expiry of the period  given in Clause 59 or the extended period(s) under Clause

62.            On receipt  of the notice  under  Clause  61 the Contractor shall at his own cost  remedy the defect  without  undue  delay, as stipulated in Claus es 55-71.  The time for remedial  work  shall be chosen in order not to interfere unnecessarily with the Purchaser's activities. Remedial work  shall  be  carried out at  the  Site,  unless the Contractor deerns it more  appropriate, having  regard to the Contractor deerns it more  appropriate, having  regard to the interestsof both parties, that the detective partor the Plant is sent to him or a destination specified by him. Where remedial workis carried out at the Site. Clauses 14-17 and 54 shall apply correspondingly. lf the defect can be remedied by replacement or repair of a detective  part and if dismantling  and re-installation of the part do not require  special  knowledge, the Contractor may demand  that the detective part is sent to him or a destination specified by him. In such case the Contractor shall have fulfilled  his obligations in respect  of the  defect  when he delivers  a duly repaired  part  or a part in replacement to the Purchaser.

63.           The  Purchaser  shall  at his  own  expense  provide  access to the Works and arrange for any intervention in equipment  other than the Works, to the extent that this is necessary  to remedy the defect.

64.            Unless otherwise  agreed, necessary  transport  of the Plant or parts thereof to and from the Contractor in conneetion with the remedying  of defects for which the Contractor is liable shall be at the risk and expense of the Contractor. The Purchaser shall follow the Contraetar's instructions regarding  such transport.

65.            Unless  otherwise   agreed,  the  Purchaser  shall  bear  any additional  costs  which  the Contractor incurs  for remedying the defect  caused  by the Works being  located in a place  other than the Site.

66.            Detective  parts  which  have been replaced shall be made available to the Contractor and shall be his property.

67.            lf the  Purchaser  has  given  such  notice  as mentioned in Clause  61  and  no  defect  is  found  for  which  the  Contractor is liable,  the  Contractor shall be  entitled  to  compensation tor the costs he incurs as aresult of the notice.

68.            lf the Contractor does not fulfil his obligations under Clause

62, the Purchaser  may by notice  In Writing  fix a final reasanabie period  tor tulfilment  of the  Contraetar's obligations, which  shall not be less than one week.

lf the Contractor fails to fulfil his obligations within such final period,  the  Purchaser  may  himself  undertake  or employ  a third party to undertake  necessary  repair workat the risk and expense of the Contractor.

Where  successful   repair  work  has  been  undertaken by the Purchaser  or a third party, reimbursement by the Contractor of reasanabie costs incurred by the Purchaser shall be in full settiement  of the Contraetar's liabilities tor the said defect.

69.           Where the defect  has not been successfully remedied,  as stipulated under Clause 68:

a) the Purchaser shall be entitled to a reduction of the Contract  Price  in proportion to the reduced  value  of the Works. provided  that   under   no   circumstances  shall   such   reduction exceed  15 per  cent  of the Contract Priceor, where  the  defect

is so substantial as to significantly deprive  the Purchaser  of the benefit of the Contract  as regards the Works or a substantial part of it.

b) the Purchaser  may terminate the Contract  by notice  In Writing to the Contractor in respect  of such part  of the Works as cannot  in consequence of the defect be used as intended  by the parties.  The Purchaser shall then be entitled to compensation for his loss, costs  and damages  up to a maximum  of 15 per cent of that part  of the Contract  Price which is attributable to the part of the Works in respect  of which the Contract  is tenninated.

70.                           Notwithstanding  the   provisions  of   Clauses   55-69   the Contractor shall not be liable tor defects  in any part of the Works tor more than one year trom the end of the liability period  referred to in Clause 59 or trom the end of any other liability period  agreed upon by the parties.

71.           Save as stipulated in Clauses  55-70,  the Contractorshall not  be  liable  for  defects.  This  applies  to  any  loss  the  defect may cause,  including lossof production, loss of profit  and other indirect  loss. This limitation of the Contraetar's liability  shall not apply if he has been guilty of Gross Negligence.


72.                           The  Contractor  shall  not  be  liable  for  any  damage   to property caused  by  the  Works  atter  taking-over and  whilst  the Works are in the possession of the Purchaser. Nor shall the Contractor be liable tor any damage to products manufactured by the Purchaser  or to products of which  the Purchaser's  products forma part.

lf  the  Contractor incurs  liability  towards   any  third  party tor such damage to property as described in the preceding paragraph, the Purchaser shall indemnify, defend and hold the Contractor harmless.

lf a claim for damage as described in this Clause is lodged by  a third  party  against  one of the parties,  the latter  party  shall forthwith inform the other party thereof In Writing.

The   Contractor  and  the   Purchaser   shall   be   mutually obliged  to let themselves  be  summoned to the court  or arbitral tribunal  examining   claims  for  damages   lodged   against  one  of them on the basis of damage  allegedly caused by the Works. The liability  between  the Contractor and the Purchaser shall however be settled in accordance with Clause 78.

The   limitation  of  the   Contraetar's  liability   in  the   first paragraph of this Clause shall not apply where the Contractor has been guilty of Gross Negligence.


73.           Either party shall be entitled to suspend performance of his obligations under the Contract to the extent that such performance is impeded or made unreasonably onerous by Force Majeure. meaning  any of the following circumstances: industrial  disputes and  any  other  circumstance beyond the  control  of the  parties, such as fire, war, extensive military  mobilization, insurrection, requisition,  seizure,  embargo,  restrictions in  the  use  of  power,

currency and export restrictions, epidemics, natural disasters, extreme natural events, terrorist acts and defects or delays in deliveries  by sub-contractors caused  by any such circumstance referred to in this Clause.

A circumstance referred  to  in this  Clause,  whether occurring prior to or after the formation of the Contract,  shall give a right to  suspension only if its effect  on the performance of the Contract could not be foreseen at the time of the formation of the Contract.

74.            The party  claiming  to be  affected  by Force  Majeure  shall notify the other party  In Writing  without  delay  on the intervention and on the cessation of such circumstance. lf a party fails to give such notice, the other party  shall be entitled to compensation for any additional casts  which  he incurs  and  which  he could have avoided  had he received such notice.

lf Force Majeure prevents the Purchaser from fulfilling his obligations, he shall  compensate the  Contractor for  expenses incurred in securing  and protecting the Works.

75.            Regardless   of  what  might   otherwise   follow  from  these General Conditions, either party  shall be entitled to terminale the Contract by  notice  In Writing  to  the  other party  if  performance of the Contract is suspended under Clause 73 for more  than six months.


76.                           Notwithstanding   other    provisions in  these    General Conditions regarding suspension, each party  shall be entitled  to suspend the performance of his obligations under  the Contract where  it is clear from  the circumstances that  the  other party  is not  going  to  perfarm his  obligations. A party  suspending  his performance of the Contract shall forthwith notify the other party thereof In Writing.


77.                           Save as otherwise statedinthese General Conditions there shall be no liability  on either party towards  the other party for loss of production, loss  of profit, loss  of use, loss  of contracts or for any other consequentialor indirect loss whatsoever.


78.                           All  disputes  arising   out  of  or  in  conneetion  with   the Contract shall be finally  setlied under  the  Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.

79.                           The Contract  shall be governed by the substantive law of the Contraetar's country.

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