Special Conditions of The Contrac1

SPECIAL CONDITIONS OF THE CONTRACT
Clause Contractors Proposal Provisions

CFR Response
Clause 1 eneral Provisions
Su!"Clause 1#1 " De$initions
Su!"Clause 1#1#1 T%e A&ree'ent
Su!"Clause
1#1#1#1
Sub-Clause 1.1.1.1 shall be deleted and it shall be replaced with the
following:
(Contract means Contractual Agreement, Letter of Offer with anne
to the Offer, Contractual Conditions, !ender "oo#$Specifications, Lists
of %uantities, &roposal of the Contractor and other documents 'if an()
which are included in the Contract.
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Su!"Clause
1#1#1#)
!he tet in Sub-Clause 1.1.1.+ shall be replaced with: ,Acceptance
Letter means Contractual Agreement ,
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Su!"Clause 1#1#* Parties an+ Persons
Su!"Clause
1#1#*#*
,ene$iciar-
Sub-Clause 1.1.-.- shall be deleted and it shall be replaced with the
following:
(,ene$iciar-. means the beneficiar( of the wor#s performed under
the contract and stipulated in the Anne to the Offer and the
successor in rights thereof.,
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Su!"Clause
1#1#*#/ C#A#D#
,CA., means a person or three persons named as such in the
Contract, or other person's) appointed according to the pro/isions of
Sub-Clause -0.- 1Appointment of the Commission for Ad2udication of
.isputes3 or Sub-Clause -0.+ 14ailure of Appointment of the
Commission for Ad2udication of .isputes3.
Comments:
No reference is made within GEO 34/2006 to any interdiction of disputes
settlement through conciliation or amicaly!
"rt!2#6 from GEO 34/2006 repulished$ regarding dispute settlement$
pro%ides only - (1) The lawsuits and requests regarding granting of
indemnities for remediation of the prejudices caused within assignment
procedure, as well as those regarding execution, invalidity, cancellation,
rescission, termination or unilateral denunciation of the public procurement
contracts are settled in first instance by the commercial section of the court
within the jurisdiction of which the contracting authoritys headquarter is
located!
&urthermore$ the 'arties are free to estalish through the clauses of the
5e disagree with dispute settlement through CA. because
the conditions from tender documentation.
The CFR initial version is maintained
CFR Response
contract a procedure of amialy dispute settlement (procedure that is not
compulsory etween parties only if these agree this)$ ut only that the
legislator intended the e*clusion of the preliminary procedure incumency! +n
case this conciliation is not concluded with a positi%e result$ through a
potential litigation should e a%oided$ they are directed to the competent
courts!
,oreo%er$ if the ordinance does not pro%ide the contrary$ the common law in
matter is applied$ according to "rt! 2-. of GEO! / To the extent that this
emergency ordinance does not provide otherwise, dispositions of common law
are applicable!
Proposal:
0e propose to reintroduce the mechanism of dispute settlement through 1"2
or +11 in order to ha%e pro%ided in the contract an intermediary phase of
dispute conciliation efore these should e sumitted to the competent court!
0e consider useful this phase (due to the celerity of litigation settlement$ as
well as to the comple*ity of contract o3ect that re4uests thorough technical
5nowledge) and eneficial to oth 'arties in order to assure the pro3ect
de%elopment in the est conditions!
Su!"Clause 1#1#) " Data0 tests0 perio+s an+ co'pletion
Su!"Clause
1#1#)#1
Protocol o$
Acceptance
upon
Co'pletion o$
2or3s
Sub-Clause 1.1.+.6 shall be deleted and it shall be replaced with the
following:
(Protocol o$ Acceptance upon Co'pletion o$ 2or3s. means the
protocol drawn up and signed, according to the laws in force, b( the
acceptance commission appointed b( the "eneficiar(, on demand of
the 7ngineer, recommending or not the acceptance of the 5or#s, of
the Sector or of one part of !he 5or# 'as applicable) b( the
"eneficiar(, according to the pro/isions of Clause 10.
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Su!"Clause
1#1#)#4
Protocol o$
Final
Acceptance
Sub-Clause 1.1.+.8 shall be deleted and it shall be replaced with the
following:
(Protocol o$ Final Acceptance. means the protocol drawn up and
signed according to the Laws in force b( the final acceptance
commission appointed b( the "eneficiar(, on demand of the
7ngineer, recommending or not the final acceptance of the 5or#s, of
the Sector or of one part of the 5or# 'as applicable) b( the
"eneficiar(, according to the pro/isions of Sub-Clause 11.9.
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CFR Response
Ne5 Su!"
Clause 1#1#)#167
Certi$icate o$
Acceptance
upon
Co'pletion o$
2or3s
A new Sub-Clause 1.1.+.10 shall be added:
(Certificate of Acceptance upon Completion of Works. means the
certificate issued b( the 7ngineer, based on the Protocol of
Acceptance upon Completion of Works0 according to the pro/isions of
Clause 10, specif(ing the date when the wor#s or the Sectors were
completed according to the pro/isions of the contract, ecept some
minor wor#s remained uneecuted and of the defects which shall not
affect significantl( the use of the 5or#s, of the Sector or of one part
of the 5or# 'as applicable) to the destined aim.
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Ne5 Su!"
Clause 1#1#)#117
Certi$icate o$
Final
Acceptance
A new Sub-Clause 1.1.+.11 shall be added:
(Certificate of Final Acceptance. means the certificate issued b( the
7ngineer, based on the Protocol of Final Acceptance0 according to the
pro/isions of clause 11.9, which specifies the date when the
Contractor ended its obligations pro/ided in the contract.
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Su!"Clause
1#1#8#117
2it%%el+
A'ounts
!he Sub-Clause 1.1.:.11 shall be deleted and it shall be replaced with
the followings:
;2it%%el+ A'ounts means the letter of ban# guarantee for
withholding issued b( the Contractor in fa/or of the "eneficiar(, with
the /alue pro/ided in the Anne to the Offer, and that is released
according to the Sub-Clause 1:.9 1&a(ment of the 5ithheld
Amounts3.
Comment:
Estalishing of the 0ithheld "mounts through letter of an5 guarantee is a
fle*ile modality that assures protection of rights and interests of oth
parties6 the 1ontractor can recei%e the totality of in%oiced sums$ ut$ in the
same time$ the 7eneficiary has all times the possiility to collect the amounts
corresponding to the withholding percent! &rom 7eneficiary8s perspecti%e$
issuing of a letter of an5 guarantee is e4ui%alent with actual withholding of
the money amounts in the corresponding percent pro%ided in the "nne* to
the Offer!
9his change does not represent in any manner a deformation of the
competition within procedure$ ut a simplification of the accounting
procedures and of fund drawing:down$ mainly ecause the withholdings
from partial discounts shall e under the minimum drawing:down threshold
and from this reason$ potential conflicting positions could arise!
<t is not accepted that the withheld amounts should be
co/ered b( letter of ban# guarantee, this matter ha/ing as
conse%uence changing of the conditions from the Anne to
the Offer.
Ne5 Su!"
Clause 1#)#1*7
A new Sub-Clause 1.1.+.1- shall be added:
(Date o$ Si&nin&9 means the last signing date on the Contractual
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Date o$ Si&nin&
Agreement. 5hene/er it is referred to the acceptance letter the
considered date is =the date of signing,.
Su!"Clause 1#* Construction
!he following shall be added at the end of Sub-Clause 1.-:
=*nder these conditions the pro/isions which include the epression
,Cost plus a reasonable profit, mean that this profit should be of
maimum two tenth '6 per cent) of the respecti/e cost.,
Comment:
1hange of this clause$ as it was formulated y the 1ontractor$ is considered
to e necessary ecause the clause in its initial form represented an
un3ustified interference in the 1ontractor8s commercial usiness!
Proposal:
+n order to eliminate any dout in construction$ we propose that the word
ma*imum should e deleted from the ao%e wording$ mainly ecause the
price lists ha%e clearly specified the percentage 4uantum of the profit of each
tenderer!
!he change is not accepted, because this matter has as
conse%uence changing of the financial conditions from the
Anne to the Offer.
Su!"Clause 1#) Co''unication
!he following shall be added at the end of sub-clause 1.+
Communication:
=!he specific 4ormats for >odifications, <nterim &a(ment Certificates,
<n/oices and other 4ormats shall be appro/ed at the beginning of the
contract b( the "eneficiar(.,
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Su!"Clause 1#1 Prece+ence o$ t%e Docu'ents
Sub-Clause 1.6 shall be deleted and it shall be replaced with the
following:
=!he documents which ma#e up the Contract must be deemed as
documents which are mutuall( eplicit. 5ith the /iew to the
construction, the precedence of the documents shall be in
accordance with the following se%uence:
a) !he Contractual Agreement?
b) >emorandum of Clarification $@egotiation 'if applicable)?
c) Offer 4orm with the Anne to the Offer?
d) Special Conditions of the Contract?
e) Aeneral Conditions of the Contract
f) !ender "oo#$Specifications?
g) Lists of Buantities?
h) .rawings?
i) &roposal of the Contractor? and
2) An( other documents which are part of the Contract.
<n case of ambiguit( or discrepanc( of the documents, the 7ngineer
- C4C agrees on introduction in the documents precedence
se%uence of the point c). Clarification .ocuments, after
point b).
- !he proposed method of dispute settlement is accepted
as follows: <n case of ambiguit( or discrepanc( of the
documents, the "eneficiar( and the Contractor shall
mutuall( agree on documents construction. <n case the
"eneficiar( and the Contractor are not able to agree on
document construction, this shall be established b( the
7ngineer, at preliminar( re%uest of an( among &arties,
according to Sub-Clause +.6 17stablishing of Settlement
>ethod3.
- <t is maintained the condition through the precedence of
the technical specifications towards a feeble technical offer
is established, the reason being gi/en b( the ContractorDs
statement regarding obser/ance of the !echnical
Specifications and need of tender documentation
CFR Response
has the authorit( to issue the pro/isions which it deems to be
necessar( for sol/ing the ambiguit( or the discrepancies. <n case the
"eneficiar( and the Contractor are not able to agree on document
construction, this shall be established b( the 7ngineer, at preliminar(
re%uest of an( among &arties, according to Sub-Clause +.6
17stablishing of Settlement >ethod3.
Comments to the proposed text:
9he addenda and protocols do not ha%e necessarily the precedence of the
documents that they modify$ eing possile$ e!g!$ that the modification$ to a
suse4uent time$ of a document with an inferior precedence se4uence to
ha%e precedence o%er the other documents$ pre%iously concluded$ and that
ha%e a superior precedence se4uence! 0e consider that$ in such cases$ the
temporal criterion must ha%e precedence$ according to which the suse4uent
intention of the parties ha%e precedence o%er the pre%ious intention$
regardless the contractual document in which this intention is materiali;ed!
"lso$ through initial formulation$ the possiility of the mutual agreement
etween 1ontractor and 7eneficiary is remo%ed$ the decision eing let to the
Engineer8s discretion! +t is necessary to estalish the fact that$ pre%ious of
the ta5en a decision y the Engineer regarding the manner of documents
construction and resol%e the e%entual amiguities/discrepancies among their
clauses$ the 7eneficiary and the 1ontractor shall try to agree the construction
manner$ the %ariant of parties8 agreement eing preferale to that in which
the solution is gi%en y a third party that can ha%e impact on the interests of
the oth parties from the 1ontract!
9hird$ the relationship etween the offer content and specifications is
regulated y the legal pro%isions in force$ so as the repetition from
contractual point of %iew of these pro%isions is not necessary! <owe%er$
efore starting of wor5s$ the 1ontractor and the Engineer re%alidate =00>
from the e4uipments proposed to e installed! 0e want to a%oid the situation
when$ unreasonaly$ discussions regarding this aspect occur after
installation!
obser/ance: <n case during the contract fulfillment, it is
found that certain elements of the technical offer are feeble
or the( do not correspond to the re%uests pro/ided in the
specifications, the specification pro/isions ha/e
precedence.,
!his Sub-clause shall be changed within >emorandum of
Clarification.
T%e ne5 te:t o$ t%e Su!" clause 1#17
Sub-Clause 1.5 shall be deleted and it shall be replaced
with the following:
The documents which make up the Contract must be
deemed as documents which are mutually eplicit. !ith the
"iew to the construction# the precedence of the documents
shall be in accordance with the following se$uence:
a% The Contractual &greement'
b% (emorandum of Clarification)*egotiation +if applicable%'
c% Clarification ,ocuments
d% -ffer .orm with the &nne to the -ffer'
e% Special Conditions of the Contract'
f% /eneral Conditions of the Contract'
g% Tender 0ook)Specifications'
h% 1ists of 2uantities'
i% ,rawings'
3% 4roposal of the Contractor' and
k% &ny other documents that are part of the Contract.
5n case of ambiguity or discrepancy of the documents# the
0eneficiary and the Contractor shall mutually agree on
documents construction. 5n case the 0eneficiary and the
Contractor are not able to agree on document construction#
this shall be established by the 6ngineer# at preliminary
re$uest of any among 4arties# according to Sub-Clause 7.5
86stablishing of Settlement (ethod9. 5n case during the
contract fulfillment# it is found that certain elements of the
technical offer are feeble or they do not correspond to the
re$uests pro"ided in the specifications# the specification
pro"isions ha"e precedence.
Su!"Clause 1#; Contractual A&ree'ent
!he first phrase of Sub-Clause 1.E shall be deleted
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Su!"Clause 1#< Assi&n'ent
CFR Response
Sub-Clause 1.F Assignment shall be deleted and it shall be replaced
with the following:
,@either of the &arties shall assign one part or the entire Contract, the
benefit or an( other right within or o/er the Contract.
"( eception, the Contractor ma( assign, onl( with the appro/al of the
"eneficiar(, under the form of guarantee, in fa/or of a ban# or of a
financial institution, the right to an( amounts to be cashed or which
shall become cashable during the carr(ing on of the Contract.
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Ne5 Su!"Clause 1#11 Con$i+entialit-
A new Sub-Clause 1.16 Confidentialit( shall be added: =!he
Contractor shall treat the details of the Contract as being pri/ate and
confidential, ecepting the situations necessar( for the fulfillment of the
obligations pro/ided b( the Laws in force. !he Contractor shall not
publish, shall not allow the publication and shall not disclose an(
confidential information about the 5or#s in an( commercial or
technical publication or elsewhere without the pre/ious written
agreement of the "eneficiar(.,
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Clause * ,ene$iciar-
Su!"Clause *#1 Ri&%t o$ Access on t%e Site
!he following paragraph shall be introduced at the end of Sub-Clause
-.1:
;<n order to a/oid an( doubt, performance of the acti/ities regarding
epropriation of land areas re%uested for granting b( the "eneficiar( to
the Contractor of the access right and Site possession according to
this Sub-Clause -.1 1Cight of Access on the Site3 is the eclusi/e dut(
and responsibilit( of the "eneficiar(.
Comment:
9he clause is needed in order to e*pressly clarify the 'arties8 responsiility
regarding the e*propriations$ this eing the 7eneficiary8s responsiility!
5e disagree the introduction of this addition, because in no
circumstances the 7propriations can be operated b(
someone other then "eneficiar(.
Su!"Clause *#8 Provision o$ t%e Financial Resources !- t%e ,ene$iciar-
!he following shall be added at the end of Sub-Clause -.: &ro/ision of
the 4inancial Cesources b( the "eneficiar(:
=!he proof of pro/ision of financial resources b( the beneficiar( is
represented b( a document issued b( an authorit( of the Comanian
Ao/ernment b( means of which the inclusion of the pro2ect in a
program of financing pro/ided with funds made a/ailable b(
international financial organiGations and$or b( the Comanian
Ao/ernment is certified.,
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Su!"Clause *#1 Re=uests o$ t%e ,ene$iciar-
!he last paragraph shall be replaced with the following:
=!his amount ma( be deduced from the &rice of the Contract and from
the &a(ment Certificates. !he "eneficiar( shall be entitled to
compensate or to operate a deduction from an amount confirmed in a
&a(ment Certificate, or to claim this amount from the Contractor in an(
other form 'penalt( in/oice go/erned b( Sub-Clause :.- lett. b pa(able
within :- da(s as of the date on this amount is agreed b( the
Contractor, established according to the pro/isions of this Sub-Clause
-.6 1Ce%uests of the "eneficiar(3 or Clause -0 1Claims and
.isputes3).
Comments:
9he change only correlates the contractual pro%isions$ y estalishing of the
necessity of determination of this amount y the Engineer according to ?u:
1lauses 2!@ and 3!4! 9hese ?u:1lauses 2!@ and 3!4 from G11 suffered no
changes regarding the principle of determination y Engineer of the
7eneficiary8s claims! 1onse4uently$ the 7eneficiary cannot re4uest the
payment of an in%oice if the amount found y the in%oice is not preliminary
accepted/determined y the Engineer!
9he oligation of 'erformance 7ond reinstatement is e*cessi%e in relation to
its %alue$ nature and purpose! 9his oligation must e remo%ed ecause the
7eneficiary has pro%ided other contractual mechanisms in order to protect its
interests in case the non:e*ecution e*ceeds the %alue of the 'erformance
7ond!
"lso$ from procedural point of %iew$ the performance ond reinstatement can
e made only to the amount remained to e e*ecuted from the 1ontract$
ecause any issuing an5 shall reffer to the contractual documents and it shall
correlate the 4uantum to e issued with the amount remained to e cashed
from the 1ontract!
- 5e disagree with the condition of pa(ment ma#ing onl( if
this is agreed b( the Contractor
- 5e maintain our position regarding reinstatement of the
&erformance "ond amount to the amount stipulated in the
Anne to the Offer, because the financial conditions from
tender documentation are changed b( its change.
The CFR initial text is maintained
Clause ) En&ineer
Su!"Clause )#1 Responsi!ilities an+ Aut%orit- o$ t%e En&ineer
*nder those stipulated in the second phrase of the third paragraph of
this clause, the 7ngineer must obtain the pre/ious agreement of the
"eneficiar( for the following:
a. !he epress agreement of the Contracting Authorit(
'"eneficiar() is necessar( before the issuing of the Acceptance
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Certificate upon Completion of 5or#s 'Sub-Clause 10.1- 4<.<C
contract)?
b. !he epress agreement of the "eneficiar( is necessar( before
the issuing of the 4inal Acceptance Certificate 'Sub-Clause 11.9
4<.<C contract)?
c. !he epress agreement of the "eneficiar( is necessar( before
disposing or appro/al of an( >odification which would ma#e the
&rice of the Contract eceed the Accepted Contract Halue
subse%uentl( agreed b( the "eneficiar( and the Contractor within
certain addenda to the Contract 'Sub-Clause 1+.1 4<.<C contract)?
d. <ssuing of modifications for the purpose of the wor#s with
financial implications?
e. Carr(ing out of modifications in the %uantities of wor#s which
would increase the total cost with more than 6 per cent of the price
of the contract besides contingencies?
f. Appro/al of an( decrease of the purpose of the wor#s?
g. Appro/al regarding the replacement of an( Subcontractor
designated in the Offer?
i. Appro/al of an( etension of the eecution duration according to
sub-clause 8.: 4<.<C contract.
<n order to obtain the appro/al of the Contracting Authorit(, the
consultant shall present all the documents which are at the basis of
issuing of an( /ariation order, namel(: site orders issued b( the
designer, measurements accompanied b( calculation summaries
'where applicable) signed b( the designer and the consultant, lists of
%uantities of wor#s signed b( the designer and the consultant,
drawings endorsed b( certified controllers or b( the technical epert
'where applicable), technical report wherefrom it should result the
necessit( of issuing of the /ariation order, of the changing of the
wor#s purpose, of the changing of the solutions, materials,
e%uipment, machineries, etc.
Ne5 Su!"Clause7 )#; >ana&e'ent >eetin&s
A new Sub-Clause +.E shall be added with the following content:
=.uring the first management meeting, the "eneficiar( shall con/ene
the Contractor and the 7ngineer and the( shall mutual set out a
schedule of the meetings with the agenda for the following period.
!he Contractor and the 7ngineer shall organiGe wee#l( management
meetings in order to re/ise the preparations for the future wor#s.
Cepresentati/es of the 7ngineer and the Cepresentati/e of the
Contractor shall obligatoril( ta#e place in these meetings and the
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representati/es of the "eneficiar( and other persons about which the
"eneficiar( shall inform the Contractor and the 7ngineer shall also be
in/ited. !he management meetings ma( also be con/ened b( the
"eneficiar(.
!he agenda for such meetings shall be prepared b( the 7ngineer
and it shall include a re/iew of the progress of the wor#s, of the wor#
schedule and the plans for the future acti/ities, situation of the
personnel, engineering, safet(, e%uipment, procurement of materials,
pa(ments, ris#s identification and setting out of measures for
a/oiding the occurrence thereof or diminishing the effects thereof,
current and future difficulties, interaction with other contractors,
demands, as well as other issues which shall be deemed as rele/ant.
!ime and place of such meetings must be mutuall( set out ta#ing into
account the theme of the discussion.
!he 7ngineer shall pro/ide for the participants to the meeting copies
of the agenda and of the rele/ant documents regarding the issues
which are going to be discussed.
!he 7ngineer shall draw up the &rotocol for each meeting and shall
sent a cop( thereof to each participant within two business da(s after
the meeting, as well as to the "eneficiar(, at the address and contact
data communicated b( the "eneficiar(. >entions in the &rotocol
regarding the responsibilities for an( acti/ities which shall be carried
out shall be according to the pro/isions of the Contract.
!hese &rotocols, e/en if the( are signed b( the &arties, cannot
modif( the pro/isions of the Contract.
Clause 8 " Contractor
Su!"Clause 8#* Per$or'ance ,on+
!he first sentence of the second paragraph of Sub-Clause :.- shall be
deleted and it shall be replaced with the following:
=!he Contractor shall pro/ide for the "eneficiar( the &erformance
"ond within -8 da(s as of the date of signing of the Contractual
Agreement and it shall also send a cop( thereof to the 7ngineer.

!he last paragraph of Sub-Clause :.-. shall be deleted and it shall be
replaced with the following:
,!he "eneficiar( shall issue$gi/e bac# to the Contractor the
&erformance "ond, as follows:
i. F0 per cent of the /alue of the &erformance "ond, within 1: da(s as
of the date of drawing up of the Acceptance &rotocol upon Completion
of the 5or#s, if the "eneficiar( did not formulate up to this date an(
claim of eecution of the &erformance "ond and pro/ided that the
5e disagree with remo/al of the pro/ision regarding the
&erformance "ond reinstatement, because thus the financial
conditions from tender documentation are changed.
CFR Response
Acceptance &rotocol upon Completion of the 5or#s is issued?
ii. +0 per cent of the /alue of the &erformance "ond, upon issuing of
the 4inal Acceptance &rotocol, if the "eneficiar( did not formulate up
to this date an( claim of eecution of the &erformance "ond.
Comment:
9he 4uantum of the performance ond$ as it is regulated y the legal
pro%isions$ is =0> from the accepted %alue of the contract (contract price$
according to the legal pro%isions)! 9he purpose of legal pro%isions is that to
put to the 7eneficiary8s disposition an instrument y which it should e ale
to directly e*ecute ma*imum =0> from the contract %alue$ in addition to
other contractual mechanisms for protection of its interests in case the non:
e*ecution e*ceeds the amount of the performance ond! 9his goal cannot e
circum%ented y introducing a reinstatement oligation$ which would ma5e
the performance ond unlimited (and not limited to =0> from the contract
amount$ according to the legal pro%isions)!
"lso$ the reasoning is %alid in re%erse$ whereas decreasing of the performance
ond amount is e*pressly regulated y the legal pro%isions$ so as the
1ontractor cannot re4uest the decreasing of this amount to other terms and in
other conditions different y those pro%ided y law! &inally$ the oligation of
reinstatement of the performance ond is contrary to the usual practice of
issuing of these letters y an5ing institutions!
&urthermore$ from procedural point of %iew$ the reinstatement can e possile
only to the %alue remained to e e*ecuted from the 1ontract$ ecause the
issuer correlates the 4uantum to the amount to e e*ecuted all times!
1onse4uently$ the contractor considers that the oligation of the 'erformance
7ond reinstatement is e*cessi%e in relation to its %alue$ nature and purpose!
9herefore$ the remo%al of this oligation is proposed$ it eing an un3ustified
urden for the 1ontractor$ e%en more as the 7eneficiary has pro%ided other
contractual mechanisms in order to protect its interests in case the pre3udice
caused y non:performance e*ceeds the amount of the performance ond!
Su!"Clause 8#) Representative o$ t%e Contractor
!he following shall be added at the end of the fourth paragraph of
Sub-Clause :.+:
=!he representati/e of the Contractor shall ta#e o/er its duties on the
Site no later than the .ate of Start of the 5or#s.
!he following is added at the end of Sub-Clause :.+:
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=<n case the Cepresentati/e of the Contractor does not spea# fluentl(
the communication language defined in Sub-Clause 1.:, the
Contractor shall pro/ide, on demand of the 7ngineer, the presence
on Site of a competent translator, during the wor#ing hours.
Su!"Clause 8#8 " Su!contractors
!he following paragraphs shall be added after the first paragraph of
Sub-Clause :.::
=<n case parts of the 5or#s are going to be fulfilled b( one or more
Subcontractors, the Contractor, upon signing of the Contractual
Agreement, shall pro/ide to the "eneficiar( the contracts concluded
b( the Contractor with the Subcontractors designated in the Offer.
!hese contracts shall fulfill the conditions of the Offer and Lists to the
Contract shall be drawn up based on these contracts.
!he Contractor shall not be entitled to replace neither of the
Subcontractors designated in the Offer without the pre/ious
agreement of the 7ngineer.
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Su!"Clause 8#4 Securit- Proce+ures
!he following tet shall be added at the end of sub-clause :.8:
(!he Contractor must, within -8 da(s as of the date of signing of the
Contractual Agreement, present its own Securit( and Iealth &lan
prepared according to the pro/isions of the Ao/ernment .ecision
+00$-00E regarding the minimum securit( and health re%uirements
for temporar( or mobile sites.,
*nchanged
Su!"Clause 8#/ ?ualit- Assurance
!he following shall be added at the end of Sub-Clause :.9:
=Among others, the %ualit( assurance s(stem shall:
'a) Auarantee that all the >aterials and >achineries deli/ered on
site are identifiable as being according to the standards recogniGed
for >aterials and >achineries?
'b) <nclude procedures of /erification of the conformit( and of filling in
of the conformit( certificates? and
'c) <nclude a s(stem of recording on electronic support and on
material support, for storage of all information regarding the
certificates and deli/er( data.
*nchanged
Su!"Clause 8#18 Avoi+in& o$ Trou!les
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!he following shall be added at the end of sub-paragraph 'b) of Sub-
Clause :.1::
='c) !raffic of trains and related s(stems?
'd) *tilities, acti/ities and ser/ices of other authorities on the Site,
including but not limited to: oil pipes, networ#s of electric power,
water, sewerage, gas, telephon( and buried cables.
!he Contractor shall pa( indemnifications to the "eneficiar(,
eempting the "eneficiar( of and damages, losses and epenses
'including duties and legal fees) caused b( an( useless or
unmoti/ated trouble.
!he last paragraph shall be deleted.
*nchanged
Su!"Clause 8#1/ Electric Po5er0 2ater an+ as
!he words =and the details and prices thereof are mentioned in
Specifications shall be deleted in the second paragraph of this Sub-
Clause :.19.
*nchanged
Su!"Clause 8#*1 Reports re&ar+in& t%e Pro&ress o$ 2or3s E:ecution
!he words , &rotocol of Acceptance upon Completion of 5or#s shall
be deleted in the second paragraph of this Sub-Clause :.-1 and the(
shall be replaced with =Certificate of Acceptance upon Completion of
5or#s.
!he following tet shall be added:
,!he Contractor shall report from time to time the modalit( of sol/ing of
the conditions imposed in the 7n/ironmental Agreement.,
*nchanged
Su!"Clause 8#** Securit- o$ t%e Site
!he following tet shall be added at the end of Sub-Clause :.--:
*nder this Sub-Clause, the users of the roads and railwa(s which
are crossing the site and the ri/erside residents shall not be deemed
as being unauthoriGed persons when the( use the road $ railwa( or
when the( want to pass on the ri/erside properties. Such a use and
access shall be introduced as part of the plan of the Contractor for
the management of the traffic.
5ithin -1 da(s as of the .ate of Start of the 5or#s, the Contractor
shall transmit to the 7ngineer for appro/al the traffic management
plan.
!he traffic management plan shall indicate the measures which shall
be implemented for the safe management of the traffic during the
eecution of the wor#s. !he preparing wor#s and the phases of
implementation of construction wor#s prepared b( the designer shall
be included in the !raffic >anagement &lan. !his plan must
- 5e disagree with the construction gi/en b( the Contractor
in order to impose some limitati/e terms for response,
regardless the re%uested appro/al t(pes. 5e consider that,
through this condition, the Contractor wishes to eliminate
the 7ngineer from the decisional circuit, who has a well
established role according to the Sub-clause 1.9 from
Aeneral Conditions.
- 5e cannot accept introduction of other limits of indemnit(
then those from the tender documentation and Anne to the
Offer, because the financial conditions of the Offer
submitted b( the contractor are changed b( this.
!his Sub-clause shall be changed within the >emorandum
of Clarification.
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describe, under the form of some s#etches accompanied b(
descripti/e details, the succession of the signaling elements,
de/iations, lighting, enclosure, etc., which must be applied on each
section, in order to pro/ide all conditions of safet( according to the
regulations in force.
7ecution of 5or#s shall not start before the appro/al of the traffic
management plan b( the 7ngineer. !he appro/al shall be gi/en onl(
after obtaining the appro/al from the specialiGed ser/ices of the
"eneficiar(. !he "eneficiar($7ngineer has obligation to respond to
the ContractorDs re%uest regarding the issuance of an appro/al within
1103 wor#ing da(s from recei/ing of the re%uest. <n absence of
recei/ing of a response in this term, the "eneficiar( shall reiterate its
re%uest b( a letter with ac#nowledgement of receipt to which the
"eneficiar( is obliged to respond within 163 da(s. !he appro/al is
considered as granted b( the "eneficiar($7ngineer after the epir( of
the abo/ementioned term of 163 da(s. An( dela( in issuance of the
appro/als shall entitle the Contractor to obtain a etension of the
eecution term e%ual with the period with which it was dela(ed, as
well as to the pa(ment of the additional costs entailed b( this dela(,
sub2ect to the obser/ance of the pro/isions of Sub-Clause -0.1
1Ce%uests of the Contractor3.
<n case the Contractor fails to obser/e the obligation to pro/ide the
implementation and #eeping of such a traffic management plan, the
"eneficiar( shall be entitled, according to the pro/isions of Sub-
Clause -.6, to demand indemnifications from the Contractor that
cannot eceed totall( 0.6J from the Contract &rice. <n case the non-
eecution is not culpable, no sanction is applied.
Comment:
Aegarding the failure of implementation and maintaining of the traffic
management plan$ the changes reflect the general principle of the ci%il
liaility$ under which the 4uantum of remedy oligation is related to the
amount of the pre3udice actually suffered and sets a reasonale ma*imum
limit of the liaility for such situations!
Estalishing of a minimum threshold of the liaility for each non:
performance$ the minimum threshold that should not e necessary to e
pro%ed$ has no legal support$ as the criminal clause$ according to the legal
pro%isions$ has a fi*ed amount$ and not a minimum amount!
Proposal:
9he 1ontractor proposes also the amendment of the ao%e pro%isions$ in
terms of a%oiding the occuring of any non:3ustified delays in issuing of an
T%e ne5 te:t o$ t%e Su!"clause 8#**7
The following tet shall be added at the end of Sub-Clause
:.;;:
<nder this Sub-Clause# the users of the roads and
railways which are crossing the site and the ri"erside
residents shall not be deemed as being unauthori=ed
persons when they use the road ) railway or when they
want to pass on the ri"erside properties. Such a use and
access shall be introduced as part of the plan of the
Contractor for the management of the traffic.
!ithin ;1 days as of the ,ate of Start of the !orks# the
Contractor shall transmit to the 6ngineer for appro"al the
traffic management plan.
The traffic management plan shall indicate the measures
which shall be implemented for the safe management of
the traffic during the eecution of the works. The preparing
works and the phases of implementation of construction
works prepared by the designer shall be included in the
Traffic (anagement 4lan. This plan must describe# under
the form of some sketches accompanied by descripti"e
details# the succession of the signaling elements#
de"iations# lighting# enclosure# etc.# which must be applied
on each section# in order to pro"ide all conditions of safety
according to the regulations in force and also shall contain
the terms for re$uest and for response according to the
0eneficiary>s procedures.
6ecution of !orks shall not start before the appro"al of the
traffic management plan by the 6ngineer. The appro"al
shall be gi"en only after obtaining the appro"al from the
speciali=ed ser"ices of the 0eneficiary +Traffic ,epartment#
1ines ,epartment# 5nstallations ,epartment# 4ro3ects
,epartment%.
5n case the Contractor fails to obser"e the obligation to
pro"ide the implementation and keeping of such a traffic
management plan# as this was appro"ed by the 6ngineer#
on any section of the works# the 0eneficiary shall be
entitled# under Sub-Clause ;.5# to demand indemnifications
from the Contractor# in amount of :?#??? 1ei for each case#
or any higher amount# depending on damages.
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appro%al that can pre3udice oth oser%ance of the wor5s schedule and the
1ontractor8s acti%ity and therefore could affect the optimum performance of
the 1ontract!
Su!"Clause 8#*) Activities o$ t%e Contractor on t%e Site
!he words =of the Acceptance &rotocol upon Completion of 5or#s
and =the Acceptance &rotocol upon Completion of 5or#s shall be
deleted in the first phrase of the third paragraph of this Sub-Clause
:.-+ and the( shall be replaced with =of the Acceptance Certificate
upon Completion of 5or#s and respecti/e =the Acceptance &rotocol
upon Completion of 5or#s.
*nchanged
Su!"Clause 8#*8 @esti&es
!he last paragraph of Sub-Clause :.-: shall be deleted and it shall be
=All the /estiges, coins 'numismatic items), artifacts, an( other /aluable
ob2ects or anti%uities, as well as an( other items deemed, based on the
enforceable regulations, to represent mobile or immobile cultural goods,
ruins, but also an( other items of geologic or archeological interest
disco/ered on the Site shall be handed o/er b( the Contractor under the
care and authorit( of the "eneficiar(, according to the orders of the
7ngineer. According to the pro/isions of the law, an( such items are the
propert( of the Comanian Ao/ernment. !he Contractor shall emplo( an
epert for the sur/eillance of all the aspects related to the acti/it( of
,archeological discharge,, according to the legislation in force. !he
Contractor shall ta#e all the reasonable precautions in order to pre/ent the
embeGGlement or pre2udicing of these items b( the &ersonnel of the
Contractor or b( other persons.
*nchanged
Ne5 Su!"Clause 8#*1 Site Lo&
A new Sub-Clause :.-6 shall be introduced, with the following content:
=!he Contractor shall draw up the dail( Site Log for registering of the
current information, in a format agreed with the 7ngineer. !he Log of
the 5or#s shall be #ept on the Site, and the Contractor shall ma#e
dail( records regarding the following information 'at least):
>eteorological conditions, including the temperatures chart, the
%uantities of precipitations, the periods of time lost because of the
unfa/orable meteorological conditions, the business hours, number
and training of the personnel present on the site, the %uantities of
deli/ered materials, the %uantities of placed materials, non-operating
e%uipment of the Contractor, carried out tests, samples drawn for
*nchanged
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testing, and an( unforeseen e/ents.
Anne with detailed data regarding all the elements /erified on the
site and used in order to calculate the pa(ments due to the
Contractor, for eample completed wor#s, actual %uantities and
materials deli/eries accepted in order to be placed and incorporated
in the wor#. All these annees are, in fact, integral part of the 5or#s
Cegister, but the( can be signed, if needed, as separate documents.
List of an( bottoming, obstacles and difficulties encountered b( the
Contractor in the eecution of the wor#s, during the period of
reporting.
!he information registered in the Site Cegister and in the annees
thereof shall be signed b( the Contractor and counter-signed b( the
7ngineer or b( the authoriGed representati/e of the 7ngineer, onl( to
confirm the truthfulness of the information included in these
documents. !he Cegister shall be drawn up in two copies. !he
Contractor shall #eep one single cop(, the other cop( being #ept b(
the 7ngineer.
<n case of occurrence of a disagreement of opinions regarding an
aspect written down in the Cegister or in the annees thereof, the
Contractor shall epress in writing its point of /iew regarding the
reasons of the disagreement of opinions with the 7ngineer, within
three da(s as of the occurrence of the respecti/e disagreement.
.espite the eistence of such a disagreement of opinions, the
7ngineer or the authoriGed representati/e thereof shall continue to
sign in order to confirm those components of the Site Cegister which
it does not contest.
Ne5 Su!"Clause 8#*; E:istin& Atilities
A new Sub-Clause :.-E shall be added, with the following content:
=.espite an( documents which were made a/ailable for the
Contractor, the Contractor shall ma#e its own necessar(
in/estigations and it shall collaborate with all the competent
authorities, in order to determine the route 'including of the siGes and
depth of redeplo(ment) of all the utilities networ#s eisting in the
area, both underground and o/er ground, such as: sewerage
networ#s, telephon( wires, electric power lines and power-line poles,
water pipes, gas pipes, and others, before staring the diggings or an(
other wor#s which could affect the eisting utilities networ#s.
!he Contractor shall be liable for damages caused to the roads,
drainages, pipes, cables or ser/ices of an( t(pe, b( the Contractor or
b( its Subcontractors, in the eecution of the wor#s, impl(ing in the
remed(ing of these damages on its own epense, at a standard
5e disagree the construction gi/en b( the Contractor
regarding the additional costs related to the relocation of the
unidentified utilities as well as with change of the percents
regarding the costs related to these cases, because the
financial conditions from the tender documentation are
changed.
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deemed as satisfactor( b( the 7ngineer, and obser/ing the periods
made a/ailable for the completion of such wor#s.
!he Contractor is obliged to obtain all the appro/als necessar( for
the eecuted technical pro2ects and to subcontract the eecution of
the wor#s of relocation of the utilities identified in the period of
designing 'according to the list attached to the related !echnical
.ocumentation) or unidentified.
!he Contractor is obliged to carr( out all the necessar( procedures
which impl( the local authorities and the owners, for the temporar(
remo/al and then reconstruction of the utilities networ#s, according
to the guidelines of the 7ngineer or as it was agreed with the
7ngineer. !he costs associated to the utilities i+enti$ie+ in t%e
assi&n'ent +ocu'entation are deemed as being included in the
Accepted Contract Halue.
<n case it is possible that the eisting ser/ices should obstruct or
interfere with the &ermanent 5or#s, including on a reasonable wor#
perimeter around them, the Contractor shall identif( and locate the
respecti/e characteristics, in order to include them in the .ocuments
of the Contractor, which it is going to draw up, being responsible for
the management and actual carr(ing out of an( temporar( or
permanent de/iations, including for co/ering of all the related
epenses.
Comment:
7ecause the general framewor5 that go%erns the 1ontract is &+2+1 Aed$ the
1ontractor considers that the information pro%ided y the 7eneficiary must
e correct and complete! "t the same time$ the 1ontractor cannot e held
liale for any issues that it could not reasonaly disco%er in its capacity as
e*perienced and diligent 1ontractor or that are caused y an error and/or
omission from the documents pro%ided y the 7eneficiary!
'roposal:
0e propose modification of the fourth paragraph from ?u:clause 4!26 in the
outlined form due to the following reasons:
Aeco%ery of the additional costs related to the relocation of the unidentified
utilities shall e made on the %ariation procedure6 and reco%ery of the costs
generated y delays shall e made according to su:clause 4!=26 there is no
reason to limit the amount of costs generated y delays to =0> from the
contract %alue$ as long as the contractual framewor5 allows their reco%ery in
full and separately from the agreed contractual %alue!
CFR Response
Clause ; Personnel an+ >anpo5er
Su!"Clause ;#1 E'plo-'ent o$ Personnel an+ >anpo5er
!he following tet shall be added at the end of Sub-Clause E.1:
!he Contractor shall emplo( #e( personnel according to the proposal
in the Offer included in the Contract and it shall #eep them during the
entire /alidit( period of the contract. An( replacement of the #e(
personnel shall be made with personnel ha/ing training and
eperience at least e%ui/alent to those of the replaced personnel.
!he Cepresentati/e of the Contractor and the #e( personnel shall be
#ept during the entire period of the eecution of the 5or#s, ecept the
case when the 7ngineer re%uests the replacement moti/ated with
solid grounds or when the replacement is necessar( from other
grounds that are not under the control of the Contractor 'for eample:
resignation, sic#ness, decease, etc.). !he new personnel appointed
under the conditions of this sub-clause is sub2ect to the appro/al of the
7ngineer.
*nchanged
Su!"Clause ;#1 2or3in& Hours
!he following shall be added at the end Sub-Clause E.6:
=!he Contractor shall not be un2ustified refused to obtain the
agreement of the 7ngineer for the additional wor#ing hours 'o/er the
normal wor#ing hours), pro/ided that the concluded insurance policies
should also co/er the respecti/e periods.
!hose acti/ities which necessitate the permanent presence on the
site, such as guard and sur/eillance of the site, traffic management
and others ali#e, shall be carried on as long as necessar(, without
restrictions regarding the wor#ing hours.
*nchanged
Su!"Clause ;#4 Surveillance Provi+e+ !- t%e Contractor
!he following shall be added at the end of the second paragraph of
Sub-Clause E.8:
=<n the absence of a sufficient number of persons who #now the
communication language defined in Sub-Clause 1.:, the Contractor
shall pro/ide a sufficient number of competent translators a/ailable on
the site during the business hours. !he translators shall ha/e sufficient
#nowledge in the rele/ant technical fields in order to pro/ide a
*nchanged
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translation which should not generate ambiguities.
Su!"Clause ;#16 Reports re&ar+in& t%e Personnel an+ t%e >ac%ineries o$ t%e
Contractor
!he words =Acceptance &rotocol upon Completion of 5or#s shall be
deleted in the last sentence of this Sub-Clause E.10 and the( shall be
replaced b( the words =Acceptance Certificate upon Completion of
5or#s.
*nchanged
Clause 4 Startin&0 Dela- an+ Suspension o$ t%e 2or3s
Su!"Clause 4#1 Startin& o$ 2or3s
!he words =1etter of &cceptance@ shall be deleted in the second
sentence of the first paragraph of Sub-Clause 8.1 and the( shall be
replaced b( =Contractual &greement.
!he second sentence of the first paragraph shall be deleted and it
shall be replaced with the following:
=!his notification ma( be issued for wor#s as a whole or successi/el(
for certain sectors or t(pes of wor#s.,
!he following paragraph shall be added to the end of this Sub-Clause:
;!he .ate of 5or#s Starting shall be conditioned b( the fulfillment of
the following conditions: 'i) recei/ing of the &a(ment Ad/ance b( the
Contractor in the amount specified in the Anne to the Offer, 'ii) receipt
b( the Contractor of the proof regarding the price pa(ment assurance
according to the Sub-Clause -.:, 'iii) the access on the Site granted to
the Contractor, free of an( obstruction, 'i/) the "eneficiar( ma#e
a/ailable to the Contractor of the technical pro2ect, eecution details,
construction permit and en/ironmental permit, '/) communication to
the Contractor of the 7ngineerDs identit( and its tas#s and '/i)
establishing of the location of first landmar#.
Comment:
+n order to inter%ene the 2ate of 0or5s ?tarting$ that mar5s the actually
starting of the wor5s$ the fulfillment of all specified conditions is re4uested!
9he completion is natural and reasonale$ whereas$ in the asence of the
fulfillment y the 7eneficiary of the main oligations that it has$ the
1ontractor cannot e oliged to e*ecute its main oligations y which it is
held in connection with wor5s e*ecution!
5e disagree because the conditions in the tender
documentation are changed b( this.
!his Sub-clause shall re%uest an eplanation within the
>emorandum of Clarification $@egotiation.
Su!"Clause 4#) E:ecution Pro&ra'
CFR Response
!he following shall be added at the end of Sub-Clause 8.+:
!he updated program shall be transmitted within the term specified
b( the 7ngineer.
*nchanged
Su!"Clause 4#8 E:tension o$ t%e E:ecution Duration
Letter 'e) from the first paragraph of Sub-Clause 8.: in the Aeneral
Conditions of the Contract shall be remo/ed and replaced as follows:
,An( dela(, impediment or obstacle that eceeds to the ContractorDs
guilt, including but not limited to those caused b(, or attributable to the
"eneficiar(, "eneficiar(Ds &ersonnel, or other "eneficiar(Ds contractors,
found on the Site 'ecepting the ContractorDs Subcontractors).,
Comment:
9he amendment aims to specifically clarify the principle according to which
the e*ternal e%ents$ independent of 1ontractor8s guilt$ cannot ha%e as effect
depri%ing the 1ontractor8s right to re4uest the e*tension of the E*ecution
2uration!
5e disagree because the conditions in the tender
documentation are changed b( this.
Su!"Clause 4#< Dela- Penalties
deleted in the first sentence of this Sub-Clause 8.F and the( shall be
replaced b( =Acceptance Certificate upon Completion of 5or#s.
!he following shall be added:
=<n case the Contractor fails to obser/e the deadlines for the
fulfillment of the wor#s on phases, corresponding to the terms in the
wor# program, the "eneficiar( shall be entitled to re%uest the
pa(ment of dela( penalties for each da( in the amount specified in
the Anne to the Offer calculated for the /alue corresponding to the
phase.
Calculation of the dela( penalties shall be preliminar( established at
half-(earl( inter/als and the "eneficiar( shall be entitled to re%uest
their effecti/e pa(ment b( the Contractor in case the 7ecution
.uration 'as it ma( be etended under Sub-Clause 8.: '7tension of
the 7ecution .uration)) is not obser/ed for reasons attributable to
the Contractor according to the Contract. <n this case, the %uantum of
the dela( penalties specified in the Anne to the Offer shall be
definiti/el( calculated b( reference to the /alue of the wor#s remained
to be eecuted to the epiration of the 7ecution .uration.,
Comment:
9he change aims at reasonaly regulating of the delay penalties$ ta5ing into
account the main o3ecti%e of the 1ontract$ and namely the completion of
5e disagree with the proposed change, because the
financial conditions established b( the tender
documentation and Anne to the Offer are changed.
CFR Response
0or5s at the term agreed y the 'arties!
9herefore$ the delay penalties estalished for the intermediate phases act as a
pressure tool on the 1ontractor in order to meet the deadline! 9hese ecome
certain when the deadline is not met$ and the amount of the penalties ta5es
into account the %alue of the wor5s remained to e e*ecuted$ and not that of
the fulfilled oligations!
Clause / Tests upon Co'pletion
Su!"Clause /#8 Non"Con$or' Results o$ t%e Tests upon Co'pletion
!he words =Acceptance &rotocol upon Completion shall be deleted in
subparagraph 'c) of the first paragraph of this Sub-Clause 9.: and
the( shall be replaced b( =Acceptance Certificate upon Completion of
5or#s.
*nchanged
Clause 16 2or3s Acceptance !- t%e ,ene$iciar-
Su!"Clause 16#1 Acceptance o$ 2or3s an+ Sectors
Sub-clause 10.1 shall be deleted and it shall be replaced with the
following:
=Acceptance &rotocol upon Completion of 5or#s shall be issued
according to this contract and to the Comanian legislation. Sa/e those
pro/ided in Sub-Clause 9.: 1*on-conform Aesults of the Tests upon
Completion3, the "eneficiar( shall accept the 5or#s in case 'i) when
the 5or#s were completed according to the pro/isions of the Contract,
including the conditions described in Sub-Clause 8.- 1,uration of
6ecution3, 'ii) when an Acceptance &rotocol upon Completion of
5or#s was issued b( means of which the admission of the
acceptance is recommended, and 'iii) when the 7ngineer issued an
Acceptance Certificate upon Completion of 5or#s. <f the "eneficiar(
fails to fulfill its obligations regarding the organiGation of the
acceptance and the transmission of its decision regarding the
admittance with or without ob2ections, dela( or re2ection of
acceptance, the 5or#s shall be deemed as accepted according to the
Comanian law.
!he Contractor ma( re%uest from the 7ngineer to issue the
Acceptance Certificate upon Completion of 5or#s at least 1: da(s
before the 5or#s, from the point of /iew of the Contractor, are
completed and prepared for acceptance. <f the 5or#s are di/ided in
Sectors, the Contractor ma( re%uest the issuing of the Acceptance
Certificates upon Completion for each indi/idual Sector. !he 7ngineer
shall re%uest from the "eneficiar( to designate a 5or#s Acceptance
5e accept the ContractorDs proposal:
!his Sub-clause shall be amended within the >emorandum
of Clarification.
T%e ne5 te:t o$ t%e Su!"clause 16#17
Sub-clause 1?.1 shall be deleted and it shall be replaced
with the following:
&cceptance 4rotocol upon Completion of !orks shall be
issued according to this contract and to the Aomanian
legislation. Sa"e those pro"ided in Sub-Clause B.: 8*on-
conform Aesults of the Tests upon Completion9# the
0eneficiary shall accept the !orks in case +i% when the
!orks were completed according to the pro"isions of the
Contract# including the conditions described in Sub-Clause
C.; 8,uration of 6ecution9# +ii% when an &cceptance
4rotocol upon Completion of !orks was issued by means
of which the admission of the acceptance is recommended#
and +iii% when the 6ngineer issued an &cceptance
Certificate upon Completion of !orks. 5f the 0eneficiary
fails to fulfill its obligations regarding the organi=ation of the
acceptance and the transmission of its decision regarding
the admittance with or without ob3ections# delay or re3ection
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Commission which upon completion of the 5or#s shall draw up and
sign the Acceptance &rotocol upon Completion of 5or#s according to
the legislation in force.
On condition of recei/ing the decision of the "eneficiar( based on the
recommendations included in the Acceptance &rotocol upon
Completion of 5or#s, within -8 da(s as of the date of reception of the
re%uest from the Contractor, the 7ngineer:
'a) Shall issue for the Contractor the Acceptance Certificate upon
Completion of 5or#s? or
'b) Shall re2ect the re%uest, submitting the moti/ation and specif(ing
the wor#s which the Contractor should carr( out in order to ma#e
possible the appro/al of the acceptance. !he Contractor shall
complete the wor#s, before transmitting a new notification according
to the pro/isions of this Sub-Clause.
<f, within -8 da(s, the 7ngineer fails to issue the Acceptance
Certificate upon Completion of 5or#s, or to re2ect the ContractorDs
re%uest, the Contractor shall send a new re%uest with
ac#nowledgement of receipt. <f, within -8 da(s from sending of the
second re%uest, the 7ngineer fails to issue the Acceptance Certificate
upon Completion of 5or#s, or to re2ect the ContractorDs re%uest and if
the 5or#s or the 5or#s Sectors 'as the case ma( be) are in the most
part conform to the Contract pro/isions, it shall be deemed that the
Acceptance Certificate upon Completion of 5or#s was issued in the
last da( of the second period of -8 da(s, sub2ect to receipt of the
"eneficiar(Ds decision based on the recommendations contained in the
Acceptance &rotocol upon Completion of 5or#s.,
Comment:
9he passi%ity of the Engineer in issuing of the "cceptance 1ertificate upon
1ompletion of 0or5s or in re3ection of the 1ontractor8s re4uest$ in conditions
in which the 7eneficiary8s decision ased on the recommendations contained
y the "cceptance 'rotocol upon 1ompletion of 0or5s was issued$ can
pre3udice the fluent e*ecution of the 1ontract!
+n order to eliminate any dout$ we specify that the ao%e te*t refers only to
the care in which no response is recei%ed (neither positi%e nor negati%e) from
the Engineer! 9he ao%e descried mechanism is present in all 1ontracts
&+2+1!
of acceptance# the !orks shall be deemed as accepted
according to the Aomanian law.
The Contractor may re$uest from the 6ngineer to issue the
&cceptance Certificate upon Completion of !orks at least
1: days before the !orks# from the point of "iew of the
Contractor# are completed and prepared for acceptance. 5f
the !orks are di"ided in Sectors# the Contractor may
re$uest the issuing of the &cceptance Certificates upon
Completion for each indi"idual Sector. The 6ngineer shall
re$uest from the 0eneficiary to designate a !orks
&cceptance Commission which upon completion of the
!orks shall draw up and sign the &cceptance 4rotocol
upon Completion of !orks according to the legislation in
force.
-n condition of recei"ing the decision of the 0eneficiary
based on the recommendations included in the &cceptance
4rotocol upon Completion of !orks# within ;C days as of
the date of reception of the re$uest from the Contractor# the
6ngineer:
+a% Shall issue for the Contractor the &cceptance Certificate
upon Completion of !orks' or
+b% Shall re3ect the re$uest# submitting the moti"ation and
specifying the works which the Contractor should carry out
in order to make possible the appro"al of the acceptance.
The Contractor shall complete the works# before
transmitting a new notification according to the pro"isions
of this Sub-Clause.
5f# within ;C days# the 6ngineer fails to issue the
&cceptance Certificate upon Completion of !orks# or to
re3ect the Contractor>s re$uest# the Contractor shall send a
new re$uest with acknowledgement of receipt. 5f# within ;C
days from sending of the second re$uest# the 6ngineer fails
to issue the &cceptance Certificate upon Completion of
!orks# or to re3ect the Contractor>s re$uest and if the !orks
or the !orks Sectors +as the case may be% are in the most
part conform to the Contract pro"isions# it shall be deemed
that the &cceptance Certificate upon Completion of !orks
was issued in the last day of the second period of ;C days#
sub3ect to receipt of the 0eneficiary>s decision based on the
recommendations contained in the &cceptance 4rotocol
upon Completion of !orks.D
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Su!"Clause 16#* Acceptance o$ so'e Parts o$ t%e 2or3s
!he firs paragraph of Sub-Clause 10.- shall be deleted and it shall be
=!he 7ngineer ma(, at the eclusi/e discretion of the "eneficiar(,
issue an Acceptance Certificate upon Completion of 5or#s for an(
part of the &ermanent 5or#s, pro/ided that this part should be
ph(sicall( and operationall( independent and based on the
Acceptance Protocol upon Co'pletion o$ 2or3s related to the
respecti/e part.
!he second paragraph of Sub-Clause 10.- shall be deleted and it shall
be replaced with the following:
=!he "eneficiar( shall use no part of the 5or#s 'otherwise then as
measure specified in the Contract, or agreed b( both &arties) until the
7ngineer issues, if it issues, an Acceptance Certificate upon
Completion of 5or#s for this part. <f the "eneficiar( uses a part of
5or#s before issuance of the Certificate, the Contractor shall cease to
ha/e the responsibilit( regarding that part commencing with the date
to which the responsibilit( shall pass to the "eneficiar(, and, at the
ContractorDs re%uest, the 7ngineer shall issue an Acceptance
Certificate upon Completion of 5or#s for this part.
!he third paragraph of Sub-Clause 10.- shall be deleted.
Comment:
9ransfer of the property generates also$ from legal point of %iew$ the ris5s
transfer! 9o e liale for destruction / damage to the property$ in conditions in
which you cannot ta5e the necessary actions in order to protect it$ creates a
ma3or and unsustantiated unalance in fa%or of the 7eneficiary!
5e disagree with the change, because we consider that this
use refers and co/ers the special situations in which the
deli/er( of some wor# sectors is made in the interest and at
re%uest of the Contractor, for the purpose to open some new
wor#ing areas.
4or the other cases, the use shall be made onl( after signing
of the Acceptance Protocol upon Co'pletion o$ 2or3s
related to the respecti/e part.

Su!"Clause 16#) Acceptance an+ Tests upon Co'pletion o$ 2or3s
!he second paragraph of this Sub-Clause 10.+ shall be deleted.
Comment:
&irst paragraph of ?u:1lause =0!3 in General 1onditions e4uitaly regulates
the situation when the 1ontractor is hindered to perform the 9ests upon
1ompletion and to fulfill its contractual oligations from reasons that are the
responsiility of the 7eneficiary$ no additional notification procedure eing
needed!
5e disagree with this changes, because thus the Contractor
wishes to impose a pressure of tacit acceptance of some
tests that can be crucial in demonstrating the operation of
the constructed s(stems and remo/al of the 7ngineerDs
decision in these cases.
5e consider reasonable the proposal of C4C .
!his Sub-clause shall be changed within >emorandum of
Clarification.
T%e ne5 te:t o$ t%e su!"clause 16#)7
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The first paragraph of this Sub-Clause 1?.7 shall be deleted
and it shall be replaced with the following:
5f the Contractor is pre"ented more than 1: days to carry
out the Tests upon Completion due to a cause which is the
responsibility of the 0eneficiary# the Contractor shall notify
the 6ngineer regarding this aspect. The notification shall
include details which should specify the reason for which
the Tests upon Completion could not be carried out# as well
as details regarding the nature and duration of the delays
or interruptions which may occur because of this reason.
5mmediately after reception of this notification from the
Contractor# the 6ngineer shall notify the 0eneficiary
conse$uently# mentioning the causes which# in its opinion#
caused the delay. 5n case it is demonstrated that the delays
are due to certain causes which are eclusi"ely the
responsibility of the 0eneficiary# it shall participate to the
performance of the tests in no more than 1: days from
the date of notification of the 6ngineer by the 0eneficiary
according to this specific clause. The 0eneficiary shall take
all the necessary measures which depend on it in order to
a"oid delays on tests carrying out from reasons due to the
0eneficiary.@
The second paragraph of this Sub-Clause 1?.7 shall be
deleted.
Su!"Clause 16#8 Restoration o$ t%e Lan+ Sur$aces
and =protocol shall be deleted in this Sub-Clause 10.: and the( shall
be replaced b( =of the Acceptance Certificate upon Completion of
5or#s, respecti/el( =certificate.
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Clause 11 2arrant- Perio+
Su!"Clause 11#1 Co'pletion o$ Ane:ecute+ 2or3s an+ Re'e+iation o$ De$ects
shall be deleted in the subparagraph 'a) of this Sub-Clause 11.1 and
the( shall be replaced b( =of the Acceptance Certificate upon
Completion of 5or#s.
Sub-paragraph 'b) of Sub-Clause 11.1 shall be deleted and it shall be
replaced with the following sub-paragraph:
,'b) Shall eecute all the wor#s necessar( for remediate the defects,
being these apparent or hidden, or of the degradations, according to
the re%uests of the "eneficiar( 'or on behalf of the "eneficiar(), within
a term as short as possible as of the date of notification of the
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defects$degradations b( the 7ngineer and$or "eneficiar( 'the date of
notification being deemed as the date of the first notification,
irrespecti/e of the entit( which ma#es it K the 7ngineer of the
"eneficiar(), but without eceeding :- da(s or the date of epir( of
the &eriod of @otification of the .efects for 5or#s or Sectors of
5or#s 'as the case ma( be).
Su!"Clause 11#< T%e Access Ri&%t
!he words =of the 4inal Acceptance &rotocol shall be deleted in this
Sub-Clause 11.F and the( shall be replaced b( =of the 4inal
Acceptance Certificate.
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Su!"Clause 11#/ Final Acceptance Protocol
!his Sub-Clause 11.9 shall be deleted and it shall be replaced with a
new Sub-Clause (Final Acceptance Certi$icate. ha/ing the following
content:
=4ulfillment of the obligations of the Contractor is not deemed as being
completed until the 7ngineer issued for the Contractor the 4inal
Acceptance Certificate, specif(ing the date when the Contractor
completed its obligations pro/ided in the Contract.
On condition of recei/ing of the "eneficiar(Ds decision based on the
recommendations made in the 4inal Acceptance &rotocol, the
7ngineer shall issue the 4inal Acceptance Certificate within -8 da(s as
of the epir( of the last &eriod of @otification of the .efects, or as soon
as possible after this term, pro/ided that the Contractor should ha/e
furnish all the .ocuments of the Contractor and should ha/e
completed and tested all the 5or#s, including the remed(ing of an(
defects. A cop( of the 4inal Acceptance Certificate shall be sent to the
"eneficiar(.
!he 4inal Acceptance Certificate shall be the onl( document deemed
to certif( the acceptance of the 5or#s. <ssuing of the 4inal Acceptance
Certificate b( the 7ngineer shall not harm the responsibilit( of the
Contractor for the carried out technical pro2ect, as well as for the
hidden /ices of the 5or#s, according to the Comanian legislation 'in
this sense, it is mentioned, but not limited to the Law @o. 10$1996
regarding %ualit( in constructions, with the subse%uent modifications).
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Su!"Clause 11#16 An$ul$ille+ O!li&ations
!he words =of the 4inal Acceptance &rotocol shall be deleted in this
Sub-Clause 11.10 and the( are replaced with =of the 4inal Acceptance
Certificate.
A new paragraph shall be added:
,<ssuing of the 4inal Acceptance Certificate b( the 7ngineer shall not
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harm the responsibilit( of the Contractor for the hidden /ices of the
5or#s, during the duration of the terms imposed b( the laws in force.
Su!"Clause 11#11 Site Evacuation
!he words =of the 4inal Acceptance &rotocol shall be deleted in the
first paragraph of this Sub-Clause 11.11 and the( shall be replaced
with =of the 4inal Acceptance Certificate.
second paragraph of this Sub-Clause 11.11 and the( shall be replaced
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Clause 1) >o+i$ications an+ Ap+atin&
Su!"Clause 1)#1 Ri&%t to >o+i$-
!he following shall be added at the beginning of this sub-clause:
=An( >odification must be pre/iousl( appro/ed b( the "eneficiar(.
Onl( once appro/ed b( the "eneficiar( and the 7ngineer it ma( be
included in the net <nterim &a(ment Certificate.,
shall be deleted in the first paragraph of this Sub-Clause 1+.1 and the(
shall be replaced with =of the Acceptance Certificate upon Completion
of 5or#s.
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Su!"Clause 1)#1 Provisione+ A'ounts
!he last sentence in this sub-clause shall be replaced with the
following:
=!he Contractor must pro/ide all the supporting documents 'for
eample: in/oices, bills, supporting receipts, etc. for each &ro/isioned
Amount.

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Su!"Clause 1)#< Ap+atin& enerate+ !- >o+i$ications o$ t%e La5s
!he following shall be added after the first paragraph of this sub-
clause:
=!he 5or#s shall be carried out according to the norms and
standards in force before the reference date. An( modification,
updating, correction or impro/ement of the norms$standards after the
reference date shall not automaticall( lead to the right of the
Contractor according to the Contract to in/o#e Sub-clause -0.1 in
order to notif( its intention to claim according to this subKclause,
ecepting the case when such a modification, updating, correction or
impro/ement of the norms$standards which could occur after the
reference date, full( 2ustified b( the Contractor and confirmed b( the
7ngineer, would lead to a critical dela( and$or to additional significant
costs of a nature to affect the fulfillment of the contractual obligations
!he terms critical dela( and significant cost were initiall(
defined within the clarification documents.
A change of these conditions cannot be accepted because it
could change the financial conditions from the tender
documentation.
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of the Contractor. According to this paragraph, significant additional
costs mean more then 1J from the Contract &rice without contingent
amounts, and critical dela( means an( dela( that could result in
eceeding of the 7ecution .uration of the &ro2ect.,
Comment:
9he terms Bcritical delayC and Bsignificant costsC must e defined in order to
not gi%e rise to some suse4uent misunderstandings etween 'arties$ ut in
the same time their definition must not hinder the application of this clause!
Su!"Clause 1)#4 Ap+atin& enerate+ !- >o+i$ications o$ Prices
Sub-Clause 1+.8 shall be deleted.
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Clause 18 Price o$ Contract an+ Pa-'ents
Su!"Clause 18#1 Price o$ Contract
!he following shall be added at the end of Sub-Clause 1:.1:
=!he 7ngineer shall notif( the "eneficiar( and the Contractor
whene/er it becomes aware of the fact that the &rice of the Contract
eceeds the 7pected Contract Halue or an( contract /alue
subse%uentl( agreed b( the "eneficiar( and the Contractor within
certain addenda to the Contract.
*nchanged
Su!"Clause 18#* A+vance Pa-'ent
Sub-Clause 1:.- shall be deleted and it shall be replaced with the
following:
=!he "eneficiar( shall ma#e an ad/ance pa(ment, without an(
interest, in order to eecute the 5or#s, after the Contractor transmits
an acceptable guarantee according to the pro/isions of this Sub-
Clause. !he total /alue of the ad/ance pa(ment, number and date of
installments 'if more than one) and the pa(ment currencies and their
ratio shall be specified in the Anne to the Offer.
*ntil the "eneficiar( recei/es, if it recei/es, the ade%uate guarantee,
or if the total /alue of the ad/ance pa(ment is not specified in the
Anne to the Offer, the pro/isions of this Sub-Clause shall not be
applied.
!he 7ngineer shall issue an <nterim &a(ment Certificate for the
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ad/ance pa(ment after recei/ing b( the "eneficiar( 'i) of the
&erformance "ond according to the pro/isions of Sub-Clause :.-
84erformance 0ond9 and 'ii) of a guarantee in the amount and
currenc( set out for the ad/ance pa(ment. !his guarantee shall be
issued b( a ban# and from a countr( 'or another 2urisdiction) appro/ed
b( the "eneficiar(, and it shall ha/e the form attached to the Special
Conditions or another form appro/ed b( the "eneficiar(.
!he Contractor shall assure that each guarantee shall remain /alid
and in force up to the return of the ad/ance, but the /alue of the
guarantee ma( be decreased progressi/el( with the amounts
reimbursed b( the Contractor, such as the( are indicated in the
&a(ment Certificates. <f the terms of a guarantee specif( the date of
epir( thereof, and the ad/ance pa(ment was not reimbursed -8 da(s
before the date of epir( of the guarantee, the Contractor shall etend
the /alidit( period of the guarantee up to the integral return of the
ad/ance pa(ment.
!he ad/ance pa(ment shall be reimbursed b( percentage deductions
of -0 per cent of the &a(ment Certificate after ma#ing the ad/ance
pa(ment.
<f the ad/ance pa(ment failed to be reimbursed before the issuing of
the Acceptance Certificate upon Completion of 5or#s or before
termination according to the pro/isions of Clause 16 8Termination of
the Contract by the 0eneficiary9# of Clause 1E 8Suspension and
Termination of the Contract by the Contractor9 or of Clause 19 8.orce
(a3eure9 'as applicable), the difference which remained non-
reimbursed shall become immediatel( due and pa(able b( the
Contractor to the "eneficiar(.
!he Contractor, upon ending of each budgetar( (ear, shall transmit to
the 7ngineer a 2ustif(ing specification of the incurred epenses, b(
means of which it should confirm the degree of use of the ad/ance
corresponding to the destination set out through the Contract.
Su!"Clause 18#) Presentation o$ t%e Interi' 2or3 State'ents
!he following shall be added at the end of Sub-Clause 1:.+:
=An( statement prepared based on this Sub-Clause shall be signed b(
the Cepresentati/e of the Contractor, authoriGed under Sub-Clause
:.+. An( statement where the signature of the authoriGed
Cepresentati/e of the Contractor fails to appear shall be deemed as
null, failing to produce the epected effects.
*nchanged
Su!"Clause 18#8 Pa-'ent Sc%e+ule
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shall be deleted in the last sentence of the second paragraph of this
Sub-Clause 1:.: and the( shall be replaced b( =of the Acceptance
Certificate upon Completion of 5or#s.
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Su!"Clause 18#; Issuin& o$ Interi' Pa-'ent Certi$icates
shall be deleted in the second paragraph of this Sub-Clause 1:.E and
the( shall be replaced b( =of the Acceptance Certificate upon
A new paragraph shall be added at the end of Sub-Clause 1:.E:
=5ithout ta#ing into account the pro/isions of Sub-Clause -.6
80eneficiary>s Claims9, the "eneficiar( is entitled to correct the
arithmetical errors in an( &a(ment Certificate.
A new paragraph shall be added at the end of Sub-Clause 1:.E:
=5ithout pre2udicing an( other right of the Contractor which results
from the Contract or in another wa(, the 7ngineer cannot issue an
<nterim &a(ment Certificate which would ma#e the cumulated /alue
appro/ed for pa(ment to eceed the Accepted Contract Halue or an(
contract /alue subse%uentl( agreed b( the "eneficiar( and the
Contractor within some addenda to the Contract.
*nchanged
Su!"Clause 18#< " Pa-'ents
!he following shall be added before the first paragraph of Sub-Clause
1:.F:
=5ithin F da(s as of the date of issue of the &a(ment Certificate b( the
7ngineer, the Contractor shall issue to the "eneficiar( an in/oice in the
amount specified in the corresponding &a(ment Certificate.
<t shall be replaced in Sub-Clause 1:.F 'b) =L 6E da(s b( =LF+
da(s.. and after = Lsupporting documents it shall be added:
=!he amount certified in an( <nterim &a(ment Certificate 'appro/ed
for pa(ment), must be paid within no more than :6 calendar da(s as
of the date of reception of the Certificate issued b( the 7ngineer to
the "eneficiar( or of the in/oice issued b( the Contractor 'which one
of them is recei/ed later).
!he Contractor must be informed b( the 7ngineer regarding the
amount certified for pa(ment in order to be able to issue an <n/oice.
!he date of pa(ment must be the date when the account of the
"eneficiar( is debited.
<t shall be added before the last paragraph:
=7ach pa(ment shall be made after the "eneficiar( assures that the
Contractor pro/ided the <nterim &a(ment Certificate and the
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supporting documents, the in/oice as well as an( document which
the "eneficiar( re%uests in order to ma#e the pa(ment, in a complete
and correct form.=
Su!"Clause 18#4 Dela-s in >a3in& t%e Pa-'ents
!he tet part =+ percent points shall be replaced in the second
paragraph of Sub-Clause 1:.8 b( =1.6 per cent points.
!he last paragraph of Sub-Clause 1:.8 shall be deleted and it shall be
=!he Contractor shall be entitled to this pa(ment based on issuing of
an in/oice, based on an <nterim &a(ment Certificate or on including
b( the 7ngineer of this re%uest in such an <nterim &a(ment
Certificate, and without affecting an( other right or remed(.
*nchanged
Su!"Clause 18#/ Pa-'ent o$ 2it%%el+ A'ounts
!his Sub-Clause 1:.9 shall be deleted and it shall be replaced with a
new Sub-Clause =&a(ment of 5ithheld Amounts ha/ing the following
content:
=!he "eneficiar( shall release to the Contractor the 5ithheld
Amounts in percent of 60J from the /alue of the 5ithheld Amounts
on the date of signing of the Acceptance Certificate upon Completion
of 5or#s and 60J from the /alue of the 5ithheld Amounts on the
date of signing of the Certificate of 4inal Acceptance.,
Comment:
9he change is considering the application of ?u:1lause =4!- from the
General 1onditions that e4uitaly regulates the return of the 0ithheld
"mounts! 9he principle of return of the 0ithheld "mounts must e the same
as that go%erning the performance ond return (a certain percent after
acceptance upon completion of wor5s and the remaining amount upon final
acceptance)$ e*isting no reasons for a part from these should not e returned
upon completion of wor5s!
5e disagree with the proposed tet for change of the
&a(ment conditions of the 5ithheld Amounts, because the
financial conditions from tender documentation are changed.
Su!"Clause 18#16 State'ent o$ 2or3s upon Co'pletion
shall be deleted in the last paragraph of this Sub-Clause 1:.10 and
the( shall be replaced with =of the Acceptance Certificate upon
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deleted in sub-paragraph 'a) of the first paragraph of this Sub-Clause
1:.10 and the( shall be replaced with =Acceptance Certificate upon
Su!"Clause 18#11 Presentation o$ Final 2or3s State'ents
last paragraph of this Sub-Clause 1:.11 and the( shall be replaced
!he last phrase of the Sub-Clause 1:.11 shall be deleted and it shall
=<f the dispute is finall( settled according to the pro/isions of Sub-
Clause -0.6 1Amiable Settlement3, the Contractor shall prepare and
transmit to the "eneficiar( 'with a cop( for the 7ngineer) a 4inal
5or#s Statement.,
*nchanged
Su!Clause 18#1)" Issuin& o$ Final Pa-'ent Certi$icate
A new paragraph shall be added at the end of Sub-Clause 1:.1+:
=5ithout pre2udicing an( other right of the Contractor which results
from the Contract or in an( other wa(, the 7ngineer cannot issue a
4inal &a(ment Certificate if the cumulated /alue appro/ed for
pa(ment eceeds the Accepted Halue of the Contract or another
contract /alue subse%uentl( agreed b( the "eneficiar( and the
Contractor within some addenda to the Contract.
*nchanged
Su!"Clause 18#18 Cessation o$ Responsi!ilit- o$ t%e ,ene$iciar-
shall be deleted in the sub-paragraph 'b) of the first paragraph of this
Sub-Clause 1:.1: and the( shall be replaced with =of the Acceptance
Ne5 Su!"Clause7 18#1; Pa-'ent Return
A new sub-clause 1:.1E shall be added:
=!he Contractor underta#es to return to the "eneficiar( an( amounts
paid in addition to the final due amount, within :6 da(s as of the
reception of the re%uest. <f the Contractor fails to return the amounts
within the terms set out b( the "eneficiar(, the "eneficiar( can
increase the due amounts b( adding an interest calculated at the
discount rate published b( the @ational "an# of Comania to which 1.6
per cent points are added, on the first da( of the month when the
deadline epires.,
*nchanged
Clause 11 Ter'ination o$ t%e Contract !- t%e ,ene$iciar-
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Su!"Clause 11#* Ter'ination o$ t%e Contract !- t%e ,ene$iciar-
!he second paragraph of Sub-Clause 16.- shall be deleted and it
=<n an( of these e/ents or circumstances, ecepting the case
described at the abo/e letter c) point 'i), situation in which the
Contract termination cannot be in/o#ed before reaching of the
maimum threshold of dela( penalties pro/ided in the Contract, the
"eneficiar(, within 1: da(s after deli/er( of a notification to the
Contractor, ma( terminate the Contract and e/acuate the Contractor
from the Site.
!he Contract shall cease of full right, without summons, putting into
dela(, 2udicial decision, arbitrar( sentence or an( other formalities,
upon epir( of the abo/e-mentioned term of 1: da(s.
Iowe/er, in the cases described in sub-paragraphs 'e) or 'f), the
"eneficiar( shall be able, b( means of a notification, to terminate
immediatel( the Contract, and the Contract shall cease of full right,
without summons, putting into dela(, 2udicial decision, arbitrar(
sentence or an( other formalities, upon reception b( the Contractor
of the termination notification gi/en b( the "eneficiar(.
!he last two phrases of the last paragraph of Sub-Clause 16.- shall be
deleted.
Comment:
9ermination of the 1ontract$ y its serious effects$ should operate as final
remedy when the rea5ing y the 1ontractor of the oligation to finish the
0or5s on time is so se%ere that the 7eneficiary8s interests cannot e satisfied
e%en after charging the ma*imum le%el of the delay penalties!
!he ContractorDs proposal is not accepted, because it
changes the conditions from tender documentation.
Clause 1; Suspension an+ Ter'ination o$ t%e Contract !- t%e Contractor
Comment regarding removal of Sub-Clause 1!1 from Special
Conditions:
'ro%ision of a 1ontractor8s right to re4uest the suspension of wor5s is
unclear$ ecause it is unclear to which entity should directed such a re4uest
and what is the content of the right to re4uest the suspension! +n fact$ this is
the right to suspend the wor5s$ right estalished y ?u:1lause =6!= in
General 1onditions!
5e consider necessar( #eeping of the tet proposed b(
C4C, because the conditions from tender documentation are
changed b( its remo/al, the Contractor ha/ing other
possibilities to reco/er the damages caused b( failure of
pa(ments 'Sub-clause 1:.8 Aeneral Conditions)
Su!"Clause 1;#* Ter'ination o$ t%e Contract !- t%e Contractor
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Sub-paragraph 'e) of Sub-Clause 1E.- shall be deleted and it shall be
,'e) =!he "eneficiar( fails to obser/e the pro/isions of
Sub-Clause 1.F 1&ssignment3.
Sub-paragraph 'g) of Sub-Clause 1E.- shall be deleted and it shall be
'g) incidents are the pro/isions of art. 1869 from Comanian Ci/il
Code.
!he second sub-paragraph of Sub-Clause 1E.- shall be deleted and it
=<n an( of these e/ents or circumstances, the Contractor, within
1: da(s as of the transmission of a notification to the "eneficiar(,
shall be able to terminate the Contract.
!he Contract shall cease of full right, without summons, putting
into dela(, 2udicial decision, arbitrar( sentence or an( other
formalities, on the epir( of the abo/e-mentioned term of 1:
da(s.
Iowe/er, in the cases described in sub-paragraphs 'f) or 'g), the
Contractor shall be able, b( means of a notification, to terminate the
Contract immediatel( and the Contract shall cease of full right,
without summons, putting into dela(, 2udicial decision, arbitrar(
sentence or an( other formalities, upon reception b( the "eneficiar(
of the termination notification gi/en b( the Contractor.
Proposal:
9he 1ontractor proposes insertion of this change$ more definite of the letter
g)$ in order to correlate the contractual pro%isions with the pro%isions of
the inding legislation in force!
<t is not accepted because we consider that the conditions
from tender documentation are changed.
Clause 1< Ris3s an+ Responsi!ilities
Su!"Clause 1<#* Responsi!ilit- o$ t%e Contractor re&ar+in& t%e 2or3s
CFR Response
!he first sentence of the first paragraph of this Sub-Clause 1F.- shall
be deleted and it shall be replaced with the following:
=!he Contractor shall assume the entire responsibilit( for the ta#ing
care of the 5or#s and Aoods as of the .ate of Start up to the date of
issue of the Acceptance Certificate upon Completion of 5or#s or until
the acceptance is deemed as admitted b( the "eneficiar( under the
law, date when responsibilit( for ta#ing care of the 5or#s shall be
transferred to the "eneficiar(.
deleted in the second sentence of the first paragraph of this Sub-
Clause 1F.- and the( shall be replaced with =Acceptance Certificate
deleted in the second paragraph of this Sub-Clause 1F.- and the(
shall be replaced with =Acceptance Certificate upon Completion of
5or#s.
shall be deleted in the first sentence of the last paragraph of this Sub-
Clause 1F.- and the( shall be replaced with =of the Acceptance
deleted in the last sentence of the last paragraph of this Sub-Clause
1F.- and the( shall be replaced with =Acceptance Certificate upon
Completion of 5or#s and are replaced with ;Acceptance Certificate
*nchanged
Su!"Clause 1<#1 Cop-ri&%ts an+ Tra+e'ar3 Ri&%ts
!he following shall be added at the beginning of the Sub-Clause:
=!he "eneficiar( has cop(rights and trademar# rights o/er the
pro2ect, drawings or an( other documents drawn up b( the Contractor
within the Contract.,
Comment:
9he ?u:1lause =!=0 in General 1onditions pro%ides granting of a non:
e*clusi%e and non:transferale license$ and modification of the ?u:1lause
=.!@ is in agreement with the content of ?u:1lause =!=0 in General
1onditions!
!his pro/ision was eplained in the clarification
documentation and shall be reta#en in the >emorandum of
Clarification $@egotiation.
Su!"Clause 1<#; Li'itation o$ Lia!ilit-
4irst paragraph of Sub-Clause 1F.E shall be deleted and replaced with
the followings:
5e disagree with the proposed change, because it affects
the conditions from tender documentation. !he limit of total
responsibilit( of the Contractor is regulated within Sub-
CFR Response
;@o &art( shall be responsible to the other &art( for incapacit( to use
an( of the 5or#s, profits loss, loss of a contract or an indirect loss or
conse%uential loss or damage that ma( be suffered b( the other &art(
in connection with the Contract, other then those pro/ided in Sub-
Clause 1E.: 1&a(ment after !ermination b( Contractor3.
!he second paragraph of Sub-Clause 1F.E shall be deleted and it shall
;!he total liabilit( of the Contractor towards "eneficiar( under the
Contract should not eceed +0J from the Contract &rice.
Comment:
9he change is according to the practice in the sector$ the limitation of the
1ontractor8s total liaility to a certain percent from 1ontract 'rice$ e%en
lower then 30>$ eing usual!
"sence of the e*istence of an amount of the total liaility entails the
1ontract 4ualification towards any financier$ auditor!
clause 1F.E Aeneral Conditions.
Clause 14 " Insurances
Su!"Clause 14#1 eneral Re=uire'ents $or Insurances
1etter of &cceptance@ from the second phrase of the second
paragraph of Sub-Clause 18.1 shall be deleted and it shall be replaced
with Contractual &greement@.
*nchanged
Su!"Clause 14#* Insurance o$ 2or3s an+ >ac%ineries o$ t%e Contractor
Su! !he words =of the Acceptance &rotocol upon Completion of 5or#s
shall be deleted in the first paragraph of this Sub-Clause 18.- and the(
shall be replaced with =of the Acceptance Certificate upon Completion
of 5or#s.
!he words =of the 4inal Acceptance &rotocol and =of the Acceptance
&rotocol upon Completion of 5or#s shall be deleted in the second
paragraph of this Sub-Clause 18.- and the( shall be replaced with
=4inal Acceptance Certificate and respecti/el( =of the Acceptance
*nchanged
Su!"Clause 14#) Insurance a&ainst Persons InBuries an+ Propert- Da'a&es
first paragraph of this Sub-Clause 18.+ and the( shall be replaced with
=of the 4inal Acceptance Certificate.
*nchanged
Su!"Clause 1/#* Noti$ication o$ Force >aBeure
CFR Response
!he following shall be added at the end of the first paragraph of Sub-
Clause 19.-:
=@otification shall be accompanied b( the corresponding supporting
documentation, which should moti/ate the issuing of the notification.
*nchanged
Clause *6 Clai's0 Disputes an+ Ar!itra&e
<t shall be replaced with: Clause *6 Clai's an+ Disputes
Su!"Clause *6#1 " Clai's o$ Contractor
!he second paragraph of this Sub-Clause shall be deleted.
Also, an( limitation in time shall be remo/ed regarding issuing of
ContractorDs claims, respecti/e the terms of -8 or :- da(s pro/ided
within this Sub-Clause.
Co''ent7
!he changes are needed in order to pre/ent the increase of claims
number.
Otherwise, when there are such contractual terms, the number of
claims could increase as the parties will tr( to preser/e their
contractual rights and will not be able to full( assess the fundamental
character of the claims, while the remo/al of those terms would reduce
their number, the parties ha/ing a/ailable more time in order to reflect
and appreciate on their fundamental character.
5e disagree with proposed change because it affects the
conditions from tender documentation.
Su!"Clause *6#* Appoint'ent o$ t%e Co''ission $or A+Bu+ication o$ Disputes
CCADD
4irst two paragraphs of Sub-Clause -0.- shall be deleted and shall be
replaced with the followings:
!he disputes shall be ad2udicated b( CA. 'Commission for .ispute
Ad2udication) according to the pro/isions of Sub-Clause -0.:
1Obtaining of the .ecision of the Commission for .ispute
Ad2udication3. 5ithin E0 da(s from signing of the Contract, the &arties
shall 2ointl( appoint CA..
CA. shall be composed from onl( one member, with ade%uate
eperience ',ad2udicator,).
Co''ent7
5e propose to reintroduce the mechanism of dispute settlement b(
CA. or b( <CC in order to ha/e pro/ided in the contract an
5e disagree with the proposed change because it affects
the conditions from the tender documentation.
CFR Response
intermediar( phase of dispute conciliation before the( should be
submitted to the competent court. 5e consider useful this phase 'due
to the celerit( of litigation settlement, as well as to the compleit( of
contract ob2ect that re%uests thorough technical #nowledge) and
beneficial to both &arties in order to assure the pro2ect de/elopment in
the best conditions.
Su!"Clause *6#) Failure o$ Appoint'ent o$ t%e Co''ission $or A+Bu+ication o$
Disputes
!he Sub-Clause -0.+ shall be deleted and shall be replaced with the
following:
=<n case one from the following conditions is applied:
'a) !he &arties fail to agree on appointment of unic ad2udicator of the
Commission for Ad2udication of .isputes until date specified in first
paragraph of Sub-Clause -0.-
'b) One from &arties fails to appoint an ad2udicator 'for appro/al b( the
other part() of CA. composed from three persons until that date,
'c) !he &arties fail to agree on appointment of the third ad2udicator
'that shall act as president), or
'd) !he &arties fail to agree on appointment of a replacement person
within :- da(s after the date on which the sole ad2udicator or one from
the three ad2udicators gi/e up or is unable to eercise its function due
to the death, disabilit(, resignation or ending of the period of function
eercision,
!he &resident of 4<.<C or the entit( empowered b( it, upon re%uest
of one or both &arties and after consultation with &arties, shall appoint
that member of CA.. !his appointment shall be final and binding.
7ach &art( shall be liable for the pa(ment of half from the
remuneration of the entit( or authorit( that ma#es the appointment.
Su!"Clause *6#; Ar!itra&e
Sub-Clause -0.E Arbitrage shall be replaced b(:
=*6#; Le&al Court
Sa/e the disputes settled amiabl(, an( dispute for which the decision
of CA. 'if an() does not become final and binding shall be settled b(
the courts from Comania.
!he courts shall ha/e full authorit( to access, anal(Ge and re/ise
an( certificate, establishing of settlement manner, instruction, opinion
or assessment mafe b( 7ngineer, and an( decision of CA., rele/ant
for dispute settlement.
@o &art( shall be limited in its legal actions before courts to the
e/idences or arguments pre/iousl( submitted to CA. in order to
CFR Response
obtain a decision, or to the reasons presented in the claim note. An(
decision ta#en b( CA. shall be accepted as proof before courts.
!he trial can begin before or after the completion of 5or#s. !he
contractual obligations of the &arties and of the 7ngineer shall not be
modified$affected in an( wa( due to the carr(ing on of a 2udgment
procedure during the eecution of the 5or#s.
A ne5 Clause *1 s%all !e a++e+ @eri$ications an+ Au+its Carrie+ Out !- t%e
Ro'anian an+ Co''unit- Aut%orities
=!he Contractor shall allow to the Comanian Audit Authorit(, the
Comania Anti-4raud Office, the 7uropean Commission, the 7uropean
Anti-4raud Office and to the 7uropean Auditors Court to /erif(, b(
eamination of the documents or b( means of on spot /erifications, the
implementation of the pro2ect and to carr( on a complete audit, if
applicable, based on the supporting documents for the accounts,
accounting documents and an( other documents rele/ant for the
financing of the pro2ect. !hese inspections ma( ta#e place for up to F
(ears after ma#ing the final pa(ment.
>oreo/er, the Contractor shall allow the Comanian and 7uropean Anti-
4raud Offices to carr( on inspections and on spot /erifications
according to the pro/isions of the legislation of the 7uropean
Communit( in order to protect the financial interests of the 7uropean
Communit( against fraud or other infringements of the law.
!he Contractor underta#es, for this purpose, to pro/ide the ade%uate
access of its personnel or of the agents of the authorities mentioned in
the first paragraph of this Clause to the sites and locations were the
Contract is carried on, including to the information s(stems, as well as
to all documents or data bases regarding the technical and financial
management of the pro2ect and to ta#e all the necessar( measures in
order to facilitate their acti/it(. !he access right granted to the agents
of the abo/e-mentioned authorities shall be granted based on the
principle of confidentialit( against third parties, without pre2udicing the
obligations specified b( the public law to which the( are sub2ect to. !he
documents must be easil( accessible and archi/ed so that to facilitate
the eamination and the Contractor must notif( the "eneficiar(
regarding their precise location.
!he Contractor guarantees that the rights of the authorities mentioned
in the first paragraph of this Clause to carr( on audits, inspections and
/erifications shall go/ern in the same wa(, under the same conditions
and according with the same rules pro/ided b( this Clause, an( sub-
contractor or an( other part( which benefits from funds granted b( the
7uropean Commission.
*nchanged

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SPECIAL CONDITIONS OF THE CONTRACT

Clause Contractors Proposal Provisions

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