FIDIC Silver Book | كتاب فيديك الفضي

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 "Rainbow Suite" balances risk between the Employer and the Contractor differently across its various forms, and the Silver Book sits at the far end of that spectrum — shifting the most risk to the Contractor.

The Silver Book is used where the Employer wants maximum certainty of final price and time, and is willing to pay a premium for the Contractor to take on almost all risk — including, in most circumstances, unforeseen ground conditions. The Contractor takes total, "single-point" responsibility for design, procurement, construction, and commissioning of a facility ready to operate "at the turn of a key."

• First published 1999; a fully revised Second Edition was published in 2017.
• Payment basis: fixed lump sum, with minimal price adjustment mechanisms compared to the Red or Yellow Books.
• Design responsibility: entirely with the Contractor.
• No independent Engineer: administration is handled by the Employer's Representative, who — outside specific determination duties — acts for the Employer, unlike the more neutral Engineer role in the Red/Yellow Books.
• Common uses: privately financed infrastructure (BOT/PPP/concession projects), process and power plants where lenders require price and time certainty, and situations where the Employer does not want day-to-day involvement in construction.

FIDIC's own guidance cautions that the Silver Book is not suitable for every project. It works best when:

• The Employer has, or can obtain, adequate information about the Site and ground conditions before tender (so it is fair to price that risk into the Contractor's lump sum).
• There is adequate time and information for tenderers to prepare a robust proposal.
• Financing arrangements (e.g., project finance lenders) require price/time certainty and a single point of responsibility.
• The Employer is prepared to specify performance/output requirements clearly rather than prescriptive technical detail.

It is generally considered less suitable for projects with major underground/geotechnical uncertainty, projects requiring significant day-to-day Employer involvement or design changes, or where tender time is too short for contractors to properly price the transferred risk.

The Employer

Prepares performance-based Employer's Requirements, provides Site access, and pays against the Schedule of Payments — but typically has limited day-to-day involvement in construction decisions.

The Employer's Representative

Administers the Contract on the Employer's behalf. Unlike the Red/Yellow Books' Engineer, the Employer's Representative is not generally a neutral certifier — except when carrying out determinations under Sub-Clause 3.5, where the 2017 edition states they are not deemed to act for the Employer and must make a fair determination.

The Contractor

Bears single-point responsibility for design, procurement, construction, and commissioning, and — critically — nearly all risk for Site/ground conditions, for a fixed price.

Same structural function as other books: defined terms, communications, priority of documents, governing law and language. The Employer's Requirements and Contractor's Proposal sit prominently in the document hierarchy alongside the General/Particular Conditions.

Employer's obligations: right of access to the Site, assistance with permits within its control, and financial arrangements. Because the Contractor bears most Site risk, the accuracy and completeness of any data the Employer does provide is especially scrutinized.

There is no "Engineer" in the Silver Book. Clause 3 instead establishes the Employer's Representative, who administers the Contract on the Employer's behalf. Sub-Clause 3.5 (Agreement or Determination) is the key provision requiring the Employer's Representative to consult both Parties and, in that specific function only, make a fair determination without being deemed to act for the Employer.

The Contractor is deemed to have scrutinized the Employer's Requirements, inspected the Site, and satisfied itself of all matters affecting the Works and its price before submitting its Tender. This deeming provision is much stronger than in the Yellow Book and underpins the Contractor's assumption of Site risk.

As in the Yellow Book, the Contractor designs to fitness-for-purpose standards against the Employer's Requirements. Because there is no independent Engineer, design review procedures are administered by the Employer's Representative, and the Contractor carries essentially full design risk with no equivalent to the Yellow Book's Sub-Clause 5.1 carve-out for undiscoverable Employer errors (the Silver Book's equivalent protection is much narrower).

Covers recruitment, wages, working hours, health and safety, records, and prevention of unlawful/disorderly conduct — substantively similar to the Red and Yellow Books.

Manner of execution, sampling, inspection, testing, and rejection of defective work for the manufactured/fabricated Plant and constructed facility.

Commencement Date, Time for Completion, programme, rate of progress, Delay Damages, and suspension — with the Contractor bearing broader responsibility for float and programme risk given its total design/construct control.

Pre-Taking-Over functional/commissioning tests confirming the Works meet contractual requirements before the Employer can take over the facility.

The Works are taken over once substantially complete and Tests on Completion are passed — as with the Yellow Book, this is distinct from confirming guaranteed performance, which is addressed later under Clause 12.

The Contractor must remedy defects notified during the Defects Notification Period; the Employer's Representative issues the Performance Certificate once remedial works (and, where applicable, Tests after Completion) are complete.

As in the Yellow Book, Tests after Completion verify that the completed Plant achieves its guaranteed operational performance under real conditions — often especially critical on Silver Book projects since lenders and offtake agreements frequently depend on these guarantees.

Variation rights exist but are typically used far less on Silver Book projects than on Red/Yellow Book projects — the entire commercial model assumes a fixed scope and price, so both Parties usually try to minimize post-award changes.

Fixed lump-sum price paid against a milestone Schedule of Payments, with minimal price adjustment. This is central to why lenders favor the Silver Book — the financial model can be built around a known, largely unchanging number.

Lists Contractor default events entitling the Employer to terminate, and the valuation process following termination — with particular attention to the Employer's right to use Contractor's Documents to complete the facility given the single-point EPC model.

Right to suspend work (with notice) if the Employer fails to pay a certified/agreed 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 and sets indemnities. Consistent with the overall risk profile, the Contractor typically carries this risk for longer and more broadly than under the Red/Yellow Books.

An Exceptional Event is beyond a Party's control, could not reasonably have been provided against, and is not substantially attributable to the other Party. This remains one of the very few routes to EOT/Cost relief on a Silver Book project, alongside Employer default and specific Employer-caused delay.

Required insurances mirror the Yellow Book's approach, with attention to marine/transit cover for manufactured Plant and — given project-finance contexts — often additional insurance requirements imposed directly by lenders.

Strict notice and substantiation requirements for both Parties' claims, as in the 2017 Red/Yellow Books. Given how narrow the Contractor's relief grounds are under Silver, the 28-day Notice of Claim rule is arguably even more consequential here — missing it can close off one of very few available remedies.

As in the 2017 Red/Yellow Books, Clause 21 governs the standing DAAB, dispute-avoidance function, referral of formal disputes, and escalation to international arbitration once a Notice of Dissatisfaction is given.

BOT / PPP — Build-Operate-Transfer / Public-Private Partnership: common financing structures where the Silver Book is frequently used for the construction phase.

Employer's Representative — the Employer's administrator under the Silver Book, replacing the Engineer role of the Red/Yellow Books.

EPC — Engineer, Procure, Construct: the integrated single-point scope the Contractor delivers.

Fitness for Purpose — the design standard requiring the Works to suit the purposes stated in the Employer's Requirements.

Performance Damages — liquidated damages for shortfall against guaranteed performance levels, assessed under Clause 12.

Schedule of Payments — the agreed milestone-based payment schedule underpinning the fixed lump-sum price.

Single-Point Responsibility — the defining Silver Book concept: one Contractor is responsible for design, procurement, and construction, with no shared blame between designer and builder.

Turnkey — delivered ready for the Employer to operate immediately upon Taking-Over.

Same standing-board mechanism as the Red/Yellow Books, appointed early and offering a dispute-avoidance function before formal referral.

1. Dispute arises — either Party refers it to the DAAB.
2. 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.

Scenario: A Contractor building a process plant under the Silver Book encounters unexpectedly poor soil-bearing capacity during foundation excavation, requiring deeper piling than assumed at tender. The Contractor claims EOT and additional Cost.