Hợp đồng - Contract agreement

[minhtuong]

Special Provisions

SPECIAL PROVISIONS

Article 1 - Work and Services to be executed by the Contractor

The Contractor shall execute the work and services set out in the "Statement of Work, Services and Specifications" attached hereto as Annex..., it being understood that such work and services shall include those which, while not specifically provided for in the said Annex... are implied by generally accepted usages and standards of the trade and industry.
Article 2 - Equipment, Materials, Supplies, Services and Personnel to be provided by the Contractor
For the purpose of executing the work and services as set out in Article 1 above, the Contractor shall be responsible for providing, at his cost, all personnel, equipment, materials, supplies and all other services as required.

Article 3 - Schedule of Performance

(a) The Contractor shall commence performance of the present contract immediately upon its signature by both parties and receipt of the relevant authorizations, permits, etc. to build as may be required in accordance with the laws, decrees and/or regulations of the authorities concerned.
(b) The Contractor shall complete the work and services to be executed under this contract in accordance with the "Schedule of Execution" attached hereto as Annex ...

Article 4 - Authorizations and Permits

The Contractor is responsible for obtaining all such authorizations and permits as may be required for the execution of this contract, it being understood that the Organization will use its good offices to ensure that the Government will provide the said authorizations and permits and will put the construction sites at the disposal of the Contractor, free of all encumbrances, in good time.


(to be continued)

 

[minhtuong]

Special Provisions

SPECIAL PROVISIONS

Article 5 - Levies, Duties, Taxes, etc.

The present contract is not subject to payment of any levies, taxes, registration duties or any other duties or charges whatsoever.
Article 6 - Statement of Accounts and/or Invoices of Contractor
The Contractor shall address all statements of accounts and/or invoices for sums due for payment in accordance with the terms of the present contract to the Office of the Resident Representative of the United Nations Development Programme, hereinafter referred to as the "UNDP", after their certification by the Organization's Resident Engineer.

Article 7 - Overpayments

The Contractor shall pay or reimburse to the Organization in the currency of original payment, or in a currency to be mutually agreed upon:
(i) Overpayments made by the Organization;
(ii) Costs incurred by the Organization for the procurement of alternative work, services or supplies due to the Contractor's default.

Article 8 - Remuneration and Method of Payment

(a) In full consideration of the work and services to be executed by the Contractor and subject to the terms and conditions set out below, the Organization shall pay to the Contractor upon receipt at the Office of the Resident Representative of the UNDP of invoices in triplicate, duly certified by the Organization's Resident Engineer a total amount not to exceed ............................ calculated in accordance with the "Bill of Quantities and Contract Costs", as shown in Annex ...

(b) The total amount specified in paragraph (a) above shall be paid in accordance with the following schedule:
(i) Upon receipt at the Office of the Resident Representative of the UNDP of six copies of the present contract signed in due form by the Contractor, and the insurance policies effected in accordance with Article 19 below, the Contractor shall be entitled to a payment on account of 25% of the total amount of the contract. This payment is further subject to the Contractor arranging, at his own cost, for a Bank Guarantee issued by a Bank acceptable to the Resident Representative of the UNDP, which guarantee shall warrant the unconditional refund to the Organization by the Bank, upon receipt of a notification from the Organization, of the amount of the first payment made to the Contractor in accordance with this paragraph. This guarantee shall follow the outline of the "Draft Bank Guarantee" attached hereto as Annex... and shall remain valid until the Organization's Engineer has issued certificates of completion for all the construction works covered by the present contract.
(ii) Upon receipt at the Office of the Resident Representative of the UNDP of monthly invoices in triplicate, duly certified by the Organization's Resident Engineer or other designated representative at the site, and stating the quantity of work and services completed, the Contractor is entitled to the payment of the amount certified after deduction on a pro rata basis of the 25% referred to in sub-paragraph (i) above, it being understood that the total amount thus paid shall not exceed 85% of the total amount of the contract.
(iii) Upon receipt at the Office of the Resident Representative of the UNDP of a certificate of satisfactory completion of all work and services referred to in the present contract, duly certified by the Organization's Resident Engineer or other designated representative at the site and an invoice in triplicate, the Contractor is entitled to a final payment of 15% of the total amount of the contract, reduced if necessary, by the amount of penalties enforceable in accordance with the provisions of Article 10, paragraph (b) below. Such final payment shall be further subject to receipt of a bank guarantee, arranged at the expense of the Contractor, for an amount not to exceed 5% of the total amount of the contract, issued by a Bank acceptable to the Resident Representative of the UNDP, and which shall follow the outline of the "Draft Bank Guarantee" attached hereto as Annex ... and shall remain valid until the completion of the maintenance period in accordance with the provisions of Article 12 below.

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Special Provisions

SPECIAL PROVISIONS

Article 9 - Revision of Prices

It is understood between the Organization and the Contractor that the prices as specified in Annex... of the present contract are firm and shall not be revised under any circumstances.

Article 10 - Bonus for early Completion and Penalties

(a) No bonus shall be due to the Contractor for early completion of the whole or part of the contract.
(b) The Contractor and the Organization agree that the Organization may withold from any payments due to the Contractor an amount equal to 1/1000 of the total contract amount indicated in Article 8, paragraph (a), above for each week of delay in the satisfactory completion of part or all of the construction works beyond the dates specified in Annex ... , it being understood that the witholding by the Organization of the said amount does not in any way constitute a waiver by the Organization of its rights under Section II, Article 2 of the present contract.

Article 11 - Certificates of Completion of Works

(a) When the whole or part of the works have been completed in accordance with the terms of the present contract, the Organization's Resident Engineer shall issue Certificates of Completion stating the dates on which the works or parts thereof, were completed in accordance with the terms of the present contract. Such Certificates of Completion may be issued, if necessary, subject to any tests as may be prescribed by the Resident Engineer being satisfactorily concluded.
(b) The date or dates specified in the Certificates of Completion issued in accordance with the provisions of the preceding paragraph shall be the operative date(s) for the computation of delays and penalties where necessary.

Article 12 - Period of Maintenance

For the purposes of the present contract "Period of Maintenance" shall mean a period of one year calculated from the date of completion of part or all of the works certified by the Organization's Resident Engineer in accordance with the provisions of Article 11 paragraph (a) above.

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Special Provisions

SPECIAL PROVISIONS

Article 13 - Completion of Period of Maintenance

Upon completion of the period of maintenance, the Organization's Resident Engineer shall issue a Maintenance Certificate stating that the works, except for fair wear and tear, have been completed and maintained to his satisfaction. If the Organization's Resident Engineer is of the opinion that he is unable to issue the Maintenance Certificate, the Contractor shall complete, as soon as possible at his own cost all such works of repair as may be required of the Contractor in writing by the Organization's Resident Engineer. If the repairs are carried out by the Contractor during the period of maintenance, commencement of a new period of maintenance of one year shall be effective as from the date of completion of such repairs as certified by the Organization's Resident Engineer.

Article 14 - Supervision of Works

(a) Supervision of the execution of the works under the present contract shall be the responsibility of the Organization's Resident Engineer or his duly authorized Representative. The Resident Engineer or his Representative shall generally carry out such duties in issuing decisions, certificates and orders as are required by the Contractor for the satisfactory execution of the contract. It is understood, however, that the Contractor shall promptly request the Resident Engineer to provide such instructions or guidance as may be necessary or lacking, and it is further understood that failure to seek such instructions or guidance shall not constitute a valid reason for delays in the execution of the works or for an execution which is not in accordance with the relevant specifications of the contract and/or the standards of the industry.
(b) In particular, the Resident Engineer is empowered to:
(i) Carry out tests of samples of materials and supplies and verify workmanship, as he may consider necessary at the cost of the Contractor in order to ensure their compliance with the relevant specifications and standards of Annex ...
(ii) Approve in writing reasonable extensions of the times for completion of the works as set out in Annex ...
(iii) Explain, adjust and modify in case of ambiguities or discrepancies the specifications of Annex...and the relevant drawings of the civil works, provided always that this shall not result in any additional costs to the Organization beyond the total contract amount;
(iv) Approve and certify invoices submitted by the Contractor for works completed;
(v) Issue in writing certificates of completion and maintenance of the works or parts thereof.
(c) Any modification of the specifications or approved final designs or drawings or plans related thereto, or any modifications of the terms of this contract which may result in additional costs, shall not be binding on the Organization without the prior written approval of the Director Administrative Services Division of the Organization.

(to be continued)

 

[minhtuong]

Special Provisions

SPECIAL PROVISIONS

Article 15 - Construction Site Logbook

(a) On each site, the Contractor shall maintain a logbook for the entry or recording upon each visit to the site and, at least, on a weekly basis, of the following:
(i) Supplies of constructional plant, equipment, building materials and supplies;
(ii) Quantities of work executed and quantities of materials employed therefor;
(iii) Observations and recommendations of the Organization's Resident Engineer;
(iv) Important facts or events which are likely to influence the progress of works.
(b) The Organization's Resident Engineer shall provide the Contractor with the necessary guidance for maintaining the logbook which should have two detachable copies for each original page.
(c) The site logbook shall be made available to the Organization's Resident Engineer upon his request and should, therefore, be kept permanently on the site. Upon completion of the works the logbook shall be handed over to the Organization's Resident Engineer.

Article 16 - Organization of the Construction Site

(a) Save for the provision of the construction site(s), all measures necessary for the organization of such site(s) shall be the responsibility of the Contractor. In particular, the Contractor shall be responsible for the following at his own cost:
(i) The establishment of footpaths and builders' roads. Such footpaths and roads may be freely used by the Organization's Engineer and his authorised agents or assistants and such other enterprises or firms as may be called upon to assist in construction works on the same site;
(ii) The layout of the buildings which entails the use of alignments and levelling;
(iii) The availability of water for construction works, drinking water, and electricity for the construction works;
(iv) The provision of fencing, lighting, signposts, cleaning, night-watchman services and maintenance of the construction site;
(v) The renting of additional space for the storage of building equipment, materials and related implements for the works if the construction site is inadequate for such purposes.
(b) The Contractor shall take all such measures as are necessary to prevent the occurrence of accidents caused or occasioned by the execution of the works. The Contractor shall be responsible for any accident or damage caused to persons, property, public highways and constructional work arising from the transport of constructional plant or equipment, materials and supplies.
(c)
(i) For the duration of the construction works, the Contractor shall ensure that no unnecessary interference with traffic is caused by operations necessary for the execution of the works;
(ii) The construction site shall be adequately provided with signposts and warning signals, both by day and by night. The plan of signs and signals envisaged for the site shall require the prior approval of the Organization's Resident Engineer before their installation;
(iii) Such costs as may be incurred by the Contractor in implementing the provisions of this Article shall be the responsibility of the Contractor.
(d)
(i) The Contractor shall permanently keep on each site, all such instruments, tools and equipment as may be required by the Organization's Resident Engineer for the testing of materials and samples;
(ii) Failure by the Contractor to observe the requirements of the provisions of this paragraph shall entitle the Organization's Engineer to purchase such instruments or equipment as may be necessary and the cost thereof shall be deducted from sums due to the Contractor.

 

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SPECIAL PROVISIONS

Article 17 - Particulars to be supplied

Within fifteen days of signature of the contract by both parties hereto, the Contractor shall supply the Organization's Resident Engineer with the following:
(a) a detailed list of the Contractor's employees participating in the execution of the works;
(b) a list of the materials, equipment and supplies assigned for the works under the present contract.

Article 18 - Presence of the Contractor on the Construction Site(s)

(a) Within fifteen days of signature of the contract by both parties, the Contractor shall submit to the Organization's Resident Engineer, for approval, the designation of his representative who shall be empowered to supervise the execution of the works and represent the Contractor in relations with the Organization's Resident Engineer. The designation of a representative by the Contractor shall not relieve the Contractor of his obligations under the present Contract;
(b) The Contractor or his representative shall attend all meetings convened by the Organization's Resident Engineer on the construction site. The Contractor's representative shall be empowered to provide the necessary instructions forthwith to the employees of the Contractor.

Article 19 - Insurances at the cost of the Contractor

(a) Without prejudice to the relevant provisions of Section II of the present contract, the Contractor shall be insured in such a manner against all material or physical damage, loss or injury from whatever cause arising from the execution of the contract as would be required to hold the Organization and the Government harmless from any responsibility therefor.
(b) The Contractor shall be responsible in particular for any loss, damage, or injury resulting from any act or omission of his employees. The Contractor shall also be responsible for any direct or indirect loss or damage caused by his servants or agents to any property of third parties, including the Government, Government officials and the Organization and its officials. The Contractor shall be required to submit the policies of such insurances to the Resident Representative of the UNDP;
(c) The Contractor shall be insured against theft and the fire hazards and shall submit the relevant policies to the Resident Representative of the UNDP;
(d) The Contractor shall immediately notify the Resident Representative of the UNDP and the Organization's Resident Engineer of any accident arising from the execution of the contract and shall provide full particulars thereof.

(to be continued)

 

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SPECIAL PROVISIONS

Article 20 - Clearance of Site on Completion

Within a month of the completion of the works, the Contractor shall clear away and remove from the site all surplus materials, rubbish and temporary works of every kind and leave the whole of the site and works clean and in a workmanlike condition to the satisfaction of the Organization's Resident Engineer. Failure by the Contractor to clean the site will cause the Government to do so at the expense of the Contractor.

Article 21 - Patent Rights and Royalties

The Contractor shall hold harmless the Organization and the Government from and against all claims and proceedings for and on account of infringement of any patent, trademark or other protected rights used by him for the execution of the works.

Article 22 - Inspection of Site

(a) The Contractor's bid shall be deemed to have been formulated after inspection of the site and obtaining all necessary information as to risks, contingencies and other circumstances which may influence or affect the execution of the contract.
(b) In particular, and without prejudice to the generality of the foregoing, the Contractor shall be deemed to have taken full account of the following;
(i) existing buildings, construction works, cables, pipes, etc.;
(ii) surface and sub-surface conditions and the existence of rocks, etc.;
(iii) the presence and nature of surface and sub-surface water and modification of such hydrological conditions which might result from construction works;
(iv) drops or gradients and slopes;
(v) meteorological and climatic conditions;
(vi) means of access to the site;
(vii) availability of necessary water and electricity.

Article 23 - Designation of the Organization's Resident Engineer
For the purposes of the present contract, the Organization's Resident Engineer is:
Mr. .............................
(title)...........................
(address).....................

(THE END)

 

[minhtuong]

Trên đây là một mẫu điều kiện chung (General provisions) và điều kiện cụ thể (Special provisions) của một hợp đồng. Nếu có thời gian, các bạn dịch nó ra nhé.

 

[queenbee]

Trên đây là một mẫu điều kiện chung (General provisions) và điều kiện cụ thể (Special provisions) của một hợp đồng. Nếu có thời gian, các bạn dịch nó ra nhé.

Các bạn cùng giúp bạn Minhtuong và diễn đàn dịch những mẫu hợp đồng mà bạn Minhtuong up lên ra tiếng Việt nhé! Nhưng để tiện theo dõi, đề nghị các bạn lần sau up từ từ từng phần và để dịch ra tiếng Việt trước khi post bản tiếng Anh tiếp theo.

 

[dbeelove]

thank Sir. Anh có thể attach file được không? Xem từng đoạn thế này khó theo dõi 1 CONTRACT AGREEMENT quá

 

[Hugolina]

thank Sir. Anh có thể attach file được không? Xem từng đoạn thế này khó theo dõi 1 CONTRACT AGREEMENT quá

Có lẽ bạn vẫn bị nhầm lẫn giữa quan niệm về Hợp đồng ở Việt Nam và Hợp đồng theo quan niệm chung trên thế giới.

Contract agrrement/Thỏa thuận hợp đồng: là một phần của hợp đồng, khi ký Thỏa thuận này thì coi như hợp đồng có hiệu lực. Ở Việt nam ta hay gọi cái này là Hợp đồng.

Contract: Là toàn bộ các tài liệu hồ sơ liên quan đến hợp đồng, trong đó có Contract agreement.

Các tài liệu mà các bạn thảo luận từ đầu topic là cho Contract nói chung, còn nội dung một cái Contract Agreement thì bạn xem mẫu Thỏa thuận hợp đồng xây lắp nhỏ của WB dưới đây

Contract Agreement

[The Agreement shall incorporate any corrections or modifications to the Bid resulting from corrections of errors (ITB Clause 28), price adjustment during the evaluation process (ITB Sub-Clause 16.3, selection of an alternative offer (ITB Clause 18), acceptable deviations (ITB Clause 27), or any other mutually-agreeable changes allowed for in the Conditions of Contract, such as changes in key personnel, subcontractors, scheduling, and the like.]


This Agreement, made the [insert day] day of [insert month], [insert year] between [insert name and address of Employer] (hereinafter called “the Employer”) and [insert name and address of Contractor] (hereinafter called “the Contractor”) of the other part.

Whereas the Employer is desirous that the Contractor execute [insert name and identification number of Contract] (hereinafter called “the Works”) and the Employer has accepted the Bid by the Contractor for the execution and completion of such Works and the remedying of any defects therein.

Now this Agreement witnesseth as follows:

1. In this Agreement, words and expressions shall have the same meanings as are respectively assigned to them in the Conditions of Contract hereinafter referred to, and they shall be deemed to form and be read and construed as part of this Agreement.

2. In consideration of the payments to be made by the Employer to the Contractor as hereinafter mentioned, the Contractor hereby covenants with the Employer to execute and complete the Works and remedy any defects therein in conformity in all respects with the provisions of the Contract.

3. The Employer hereby covenants to pay the Contractor in consideration of the execution and completion of the Works and the remedying of defects wherein the Contract Price or such other sum as may become payable under the provisions of the Contract at the times and in the manner prescribed by the Contract.

In Witness whereof the parties thereto have caused this Agreement to be executed the day and year first before written.

The Common Seal of [Witness entity]
was hereunto affixed in the presence of:


Signed, Sealed, and Delivered by the said
in the presence of:


Binding Signature of Employer [signature of an authorized representative of the Employer]

Binding Signature of Contractor [signature of an authorized representative of the Contractor]


Mẫu hợp đồng của Bộ KHDT hiện tại có thể coi là Contract Agreement, còn cái mẫu của Bộ Xây dựng thì... chả biết nên gọi là cái gì.