FIDIC Red Book | كتاب فيديك الأحمر

FIDIC (Fédération Internationale des Ingénieurs-Conseils) is the International Federation of Consulting Engineers, founded in 1913. FIDIC publishes standard forms of contract used worldwide on infrastructure, building, and industrial projects. The FIDIC "Rainbow Suite" balances risk between the Employer and the Contractor and provides a consistent, internationally recognized structure for administering contracts, valuing work, handling changes, and resolving disputes.

The Red Book is used where the Employer's Engineer or other representative designs the permanent works (or a substantial part is designed by the Employer) and the Contractor constructs in accordance with that design. It is the most widely used FIDIC form for traditional building and engineering works procured on a measure-and-value (remeasurement) basis.

• First published 1999; a fully revised Second Edition was published in 2017 (reprinted with amendments in 2022).
• Payment basis: remeasurement against a Bill of Quantities — the Contractor is paid for actual measured quantities of work executed, valued at agreed rates.
• Design responsibility: primarily with the Employer (via the Engineer), except for any Contractor-designed items expressly stated in the Specification.
• Independent certifier: the Engineer, appointed and paid by the Employer, but required to act fairly in matters of certification and determination.

The Employer

The party who commissions the works and pays the Contractor. Responsible for providing site access, permits within its control, and honoring the Engineer's certifications (payment).

The Engineer

Named in the Contract, usually the Employer's designer/supervisor, who administers the Contract: issues instructions, certifies payments, approves/rejects work, agrees or determines claims and EOT, and must act neutrally and fairly under Sub-Clause 3.5/3.7 when making determinations, even though appointed by the Employer.

The Contractor

The party who carries out and completes the works in accordance with the Contract, exercising due care, skill, and diligence.

Clause 1 sets out defined terms (capitalized words with special contractual meaning), communication requirements (writing, language, delivery), the priority of documents, and confidentiality. It also fixes governing law and language of the Contract.

Covers the Employer's obligations: right of access to and possession of the Site (2.1), permits/licences the Employer must assist with (2.2), Employer's personnel (2.3), and Employer's financial arrangements — evidence that funds are available (2.4).

Defines the Engineer's duties and authority, delegation of authority to assistants, instructions, replacement of the Engineer, and — critically — the duty to act neutrally when "agreeing or determining" any matter under Sub-Clause 3.5 (1999) / 3.7 (2017).

Sets out the Contractor's general obligations (design responsibility for any Contractor-designed items, performance security, use of Site data, sufficiency of the Tender, setting out, safety, quality/environmental management, progress reports, security of the Site, and cooperation).

If the Contractor encounters physical conditions (sub-surface or man-made, but not weather) that were Unforeseeable by an experienced contractor at the Base Date, it must give notice as soon as practicable and may be entitled to EOT and/or Cost (but generally not profit, unless the condition is also caused by the Employer). The Engineer may also instruct that reasonably foreseeable conditions be treated as if the Contractor should have priced them.

Fossils, coins, articles of value, structures, and other remains or items of geological/archaeological interest found on the Site are deemed the property of the Employer. The Contractor must take precautions to prevent removal/damage, notify the Engineer, and follow instructions for dealing with them — with entitlement to EOT and Cost if this causes delay/extra cost.

Governs subcontractors nominated by the Employer/Engineer. The Contractor is not required to employ a nominated subcontractor against whom it raises reasonable objection, and payments flow through the Contractor's certified payments.

Covers recruitment, wages, working hours, health and safety, records of the Contractor's personnel and equipment, and the Contractor's duty to prevent unlawful, riotous, or disorderly conduct.

Sets the manner of execution (in accordance with good practice), sampling, inspection, testing, rejection of defective work, and remedial work requirements.

Covers Commencement Date, Time for Completion, programme submission and updates, rate of progress, Delay Damages (liquidated damages), and the Engineer's power to instruct suspension of work.

Governs the Contractor's obligation to carry out tests specified in the Contract before Taking-Over, retesting after failure, and consequences of failing to pass tests.

The Works (or a Section) are taken over when substantially complete and tests on completion (if any) have been passed. The Taking-Over Certificate marks the start of the Defects Notification Period and generally ends the Contractor's exposure to Delay Damages.

The Contractor must remedy defects notified during the Defects Notification Period (DNP), typically 365 days. On satisfactory completion of remedial work, the Engineer issues the Performance Certificate, deemed to constitute acceptance of the Works.

Governs how the Engineer and Contractor jointly measure executed quantities and evaluate items using BOQ rates, including rules for adjusting rates where quantity changes exceed thresholds under Sub-Clause 12.3.

The Engineer may instruct Variations at any time before the Taking-Over Certificate. The Contractor may also propose Value Engineering. Adjustments for changes in legislation and cost are also dealt with here.

1. The Engineer may request a proposal from the Contractor before instructing (a "Request for Proposal"), or may issue a Variation directly.
2. If requested, the Contractor submits a proposal: description of work, programme impact, and proposed price adjustment — normally within a stated time or as soon as practicable.
3. The Engineer responds: approves, rejects with comment, or issues the Variation instruction regardless.
4. Once instructed, the Contractor must proceed promptly, and the Engineer proceeds to agree or determine the resulting adjustment to the Contract Price and Time for Completion under Clause 12/13/20 as applicable.

Covers the Advance Payment, interim payment applications (Statements), the Engineer's Interim Payment Certificates (IPC), retention, the Final Statement, the Final Payment Certificate, and cessation of the Employer's liability.

The Employer is not liable to the Contractor for any matter under or in connection with the Contract, or the execution of the Works, except to the extent that the Contractor included a claim for it in the Final Statement and (for matters arising after the Taking-Over Certificate) notified it before the expiry of the DNP. This is a hard cut-off — it closes the account and prevents late surprise claims after final payment.

Lists Contractor default events (failure to comply with a notice to correct, abandonment, persistent non-performance, insolvency) entitling the Employer to terminate, and the valuation process following termination.

Gives the Contractor the right to suspend work (with notice) if the Employer fails to pay a certified amount or otherwise materially breaches, and — after continued failure — the right to terminate and recover loss of profit.

Allocates risk of loss or damage to the Works between Taking-Over and completion, sets out indemnities between the Parties, and lists Employer's Risks (e.g., war, certain natural catastrophes, use/occupation by the Employer).

An Exceptional Event is an event beyond a Party's control, which it could not reasonably have provided against, and which is not substantially attributable to the other Party. If it prevents performance, the affected Party may be entitled to EOT and, in limited circumstances, Cost.

Sets out required insurances: Works and Contractor's Equipment, injury to persons and damage to property (third party), and personnel insurance — including minimum amounts of cover, deductibles, and the Parties' obligations to maintain policies.

The most heavily tested clause. Sets strict notice and substantiation requirements for both Parties' claims: the Contractor's claims for extra time/money, and the Employer's claims for delay damages or other amounts due from the Contractor.

New in the 2017 Second Edition, Clause 21 sets out the constitution and operation of the DAAB, the dispute-avoidance function, obtaining DAAB decisions, and the pathway to arbitration once a Notice of Dissatisfaction is given. It replaces the disputes/arbitration portion of the old combined Clause 20.

Unlike the 1999 edition (which often left the DAB ad-hoc unless amended), the 2017 default is a standing DAAB: appointed jointly by the Parties shortly after the Commencement Date (within 28 days) and kept in place for the life of the Contract. A one-member or three-member Board may be used, per the Contract Data.

A distinctive 2017 feature: either Party may jointly (or the Parties together) ask the standing DAAB for informal assistance to help avoid a dispute — before it hardens into a formal claim. This is a proactive, non-binding consultation, not a decision.

• 21.4 Either Party may refer a dispute to the DAAB for a formal decision.
• 21.4.3 The DAAB must give its decision within 84 days (or as otherwise agreed).
• 21.5 The Parties may reach an amicable settlement at any time.
• 21.6 If dissatisfied with a DAAB decision, a Party issues a Notice of Dissatisfaction within 28 days; otherwise the decision becomes final and binding.
• 21.7 Failure to comply with a binding DAAB decision may itself be referred directly to arbitration.
• 21.8 If there is no DAAB in place when a dispute arises (e.g., appointment lapsed), either Party may proceed straight to arbitration.

The Engineer certifies this amount within the period stated in the Contract (commonly 28 days of the Statement); the Employer then pays within the period stated (commonly 56 days of the Statement, unless amended).

Scenario: The Engineer issues a Variation instruction that requires the Contractor to stop critical-path excavation for 15 days while a redesign is prepared. The Contractor's daily site overhead (Preliminaries) is $2,400/day.

Accepted Contract Amount — the amount accepted in the Letter of Acceptance.

Contract Price — the price finally payable, as adjusted under the Contract.

Cost — expenditure reasonably incurred by the Contractor, excluding profit unless stated otherwise.

Defects Notification Period (DNP) — period after Taking-Over to remedy defects (commonly 365 days).

Force Majeure / Exceptional Event — an event outside a Party's reasonable control that prevents performance.

Interim Payment Certificate (IPC) — the Engineer's periodic certification of amounts due.

Letter of Acceptance — the Employer's formal, signed acceptance of the Letter of Tender.

Notice of Dissatisfaction (NOD) — notice given by a Party disagreeing with a DAB/DAAB decision.

Provisional Sum — a sum for work/supply not detailed at tender stage, used as instructed by the Engineer.

Retention Money — amount withheld as security, released in two tranches.

Site Data — data relevant to the Contract made available before the Base Date, plus data obtained by the Contractor.

Time for Completion — the stated period for completing the Works, subject to EOT.

Unforeseeable — not reasonably foreseeable by an experienced contractor by the Base Date.

The Dispute Adjudication Board (1999) — renamed Dispute Avoidance/Adjudication Board (2017) — is a standing panel appointed early in the Contract to help avoid disputes and issue binding-but-reviewable decisions.

1. Dispute arises — either Party refers it to the DAB/DAAB.
2. DAB/DAAB issues a decision, normally within 84 days.
3. The decision is binding immediately, unless revised in a settlement or arbitral award.
4. A dissatisfied Party issues a Notice of Dissatisfaction (NOD) within 28 days.
5. If no NOD is given, the decision becomes final and binding.
6. If NOD is given and settlement fails, the matter proceeds to international arbitration.

See Clause 21 above for the full 2017 constitution, dispute-avoidance function, and referral mechanics.