# FIDIC 2017 Suite — Clause Reference

## Table of Contents
1. [Red Book (Conditions of Contract for Construction)](#red-book)
2. [Yellow Book (Conditions of Contract for Plant & Design-Build)](#yellow-book)
3. [Silver Book (Conditions of Contract for EPC/Turnkey)](#silver-book)
4. [Emerald Book (Conditions of Contract for Underground Works)](#emerald-book)
5. [Key Clauses Across All Books](#key-clauses)
6. [Time-Bars & Notice Requirements](#time-bars)
7. [DAAB Procedures](#daab)
8. [2017 vs Pre-2017 Changes](#changes)

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## Red Book

### Risk Allocation
- **Employer** bears: quantity risk, unforeseeable ground conditions, employer's design errors, force majeure (shared)
- **Contractor** bears: rate risk, workmanship, programme, resources, subcontractor management

### Key Clauses
| Clause | Subject | Key Points |
|--------|---------|------------|
| 1.1.29 | Cost | Defined as expenditure reasonably incurred (or to be incurred), including overhead but NOT profit |
| 1.1.80 | Time for Completion | Date/period stated in Contract Data |
| 4.12 | Unforeseeable Physical Conditions | Contractor entitled to EOT + Cost + Profit if unforeseeable |
| 8.4 | EOT | Contractor entitled if delayed by listed causes; must give notice under 20.2 |
| 8.8 | Delay Damages | Employer entitled to LDs per Contract Data |
| 13.1 | Right to Vary | Engineer may initiate; Contractor must comply unless unable |
| 13.3 | Variation Procedure | Instruction → Contractor proposes → Engineer responds |
| 14.3 | Interim Payment | Monthly applications; Engineer certifies within 28 days |
| 14.6 | IPC Issuance | Engineer issues IPC within 28 days of receiving Statement |
| 15.1 | Notice to Correct | Employer may give notice if Contractor fails obligations |
| 15.2 | Termination by Employer | 14 days notice after Notice to Correct not complied |
| 16.1 | Suspension by Contractor | If Employer fails to pay within 42 days of IPC due date |
| 16.2 | Termination by Contractor | 14 days notice for listed defaults |
| 17.2 | Indemnities | Mutual indemnities for death/injury and property damage |
| 18.1 | Exceptional Events | Force majeure equivalent; both parties may claim EOT |
| 20.1 | Claims (Contractor) | 28-day notice requirement from awareness |
| 20.2 | Claims Procedure | Detailed procedure for notices and substantiation |
| 21 | Disputes | DAAB standing board; 28 days for decision |

## Yellow Book

### Key Differences from Red Book
- **Contractor designs** based on Employer's Requirements
- **Fitness for purpose** obligation (higher than reasonable skill & care)
- **Employer's Requirements** replace Drawings/Specifications
- Contractor bears **design risk** — errors in Employer's Requirements may still be Contractor's risk if discoverable
- Clause 5.1: Contractor's design obligation — must satisfy Employer's Requirements
- Clause 5.8: Design errors — Contractor responsible for errors in design documents

### Design Liability
- Standard of care: **fitness for purpose** (unless amended)
- Contractor must check Employer's Requirements for errors/defects — Clause 5.1
- If Contractor discovers error → must notify Engineer (Clause 5.1)
- If Contractor fails to discover error it should have found → Contractor's risk

## Silver Book

### Key Differences
- **Maximum risk transfer** to Contractor
- No Clause 4.12 (unforeseeable physical conditions) — Contractor deemed to have allowed for all conditions
- No Clause 18 exceptional events relief in some versions
- No Engineer role — replaced by Employer's Representative (or Employer administers directly)
- Lump sum pricing — no re-measurement
- Contractor bears risk of: ground conditions, design, errors in Employer's Requirements

### When to Use
- Well-defined scope with experienced contractor
- Employer wants price certainty
- BOT/PPP/concession projects
- Risk: good contractors may avoid bidding; weak contractors underprice then claim

## Emerald Book

### Tunnelling-Specific Provisions
- **Geotechnical Baseline Report (GBR)** — defines expected ground conditions
- Conditions worse than GBR → Employer's risk
- Conditions better than GBR → Employer benefits (cost savings shared)
- Specific provisions for TBM (tunnel boring machine) operations
- Changed conditions mechanism tailored for underground works

---

## Key Clauses Across All Books {#key-clauses}

### Clause 20.2 — Claims (2017 Edition)

**Notice requirement**: 28 days from date the Contractor became aware (or should have become aware) of the event/circumstance.

**Procedure**:
1. **Notice of Claim** — within 28 days (time-bar)
2. **Fully detailed claim** — within 84 days of Notice, or as agreed
3. **Engineer's initial response** — within 42 days
4. **Engineer's determination** — if parties cannot agree

**Time-bar effect**: Failure to give 28-day notice → claim deemed time-barred. BUT:
- 2017 edition added Clause 20.2.7: Engineer must notify Contractor if notice was late
- If Engineer fails to notify → time-bar may not apply (debated)

### Clause 3.7 — Engineer's Determination (2017)
- Engineer must act **neutrally** (not as Employer's agent) when making determinations
- Must consult both parties before determining
- 42-day time limit for determination
- New in 2017 — strengthens Engineer's independence

### Clause 14.7 — Payment (2017)
- Employer must pay within **56 days** of receiving Statement (if no IPC issued)
- Late payment → financing charges (Clause 14.8)
- Non-payment → Contractor may suspend (Clause 16.1) or terminate (Clause 16.2)

---

## Time-Bars & Notice Requirements {#time-bars}

| Event | Notice Period | Clause | Consequence |
|-------|--------------|--------|-------------|
| Contractor's claim | 28 days from awareness | 20.2.1 | Time-barred if late |
| Employer's claim | 28 days from awareness | 20.1 | Time-barred if late |
| Fully detailed claim | 84 days from Notice | 20.2.4 | Claim may be reduced |
| Variation proposal | As instructed | 13.3 | — |
| Unforeseeable conditions notice | As soon as practicable | 4.12 | Entitlement affected |
| Notice to Correct | Reasonable period | 15.1 | May lead to termination |
| Dispute referral to DAAB | 28 days after Engineer's determination (or failure) | 21.4 | Lose right if not referred |
| NOD (Notice of Dissatisfaction) | 28 days after DAAB decision | 21.4.4 | Decision becomes final & binding |

---

## DAAB Procedures (2017) {#daab}

### Standing DAAB
- Appointed at commencement (Red/Yellow) — not ad hoc
- Regular site visits, predetermined agenda
- Available throughout project life

### Referral Process
1. Either party refers dispute to DAAB
2. DAAB has **84 days** to give decision (extendable)
3. Decision is **binding** — must be complied with immediately
4. If no NOD within 28 days → decision becomes **final and binding**

### Non-Compliance with DAAB Decision
- **2017 clarification**: Non-compliance = separate dispute → refer directly to arbitration
- No need to re-refer to DAAB first (Persero case confirmed this for Singapore)
- Can seek **partial award** in arbitration for non-compliance

### Persero Case (Singapore)
- Indonesian construction project, arbitration seated in Singapore
- Court of Appeal to Supreme Court
- Held: party can go directly to arbitration for non-compliance — no need to go back to DAAB
- Landmark case for FIDIC dispute resolution

---

## 2017 vs Pre-2017 Key Changes {#changes}

| Feature | Pre-2017 | 2017 Edition |
|---------|----------|-------------|
| Engineer's role | Agent of Employer | Must act **neutrally** on determinations (3.7) |
| DAAB | Ad hoc or standing (DAB) | **Standing DAAB** mandatory (Red/Yellow) |
| Notice of Claim | 28 days (strict time-bar) | 28 days + Engineer must notify if late (20.2.7) |
| Advance Warning | Not explicit | **Early Warning** mechanism added |
| Non-compliance enforcement | Unclear | Direct referral to arbitration confirmed |
| Variation by Employer | Less structured | More detailed procedure (13.3) |
| Programme | Less emphasis | Detailed programme requirements (8.3) |