Appendix - ModelForms

 Annex1   EXAMPLE FORMOF PARENT COMPANY GUARANTEE

Brief description ofContract                                                     

Name and address ofEmployer                                                 

                                            (together with successors and assigns).

We have been informed that________________(hereinafter called the “Contractor”) is submitting an offerfor such Contract in response to your invitation, and that the conditions ofyour invitation require his offer to be supported by a parent companyguarantee.

In consideration of you,the Employer, awarding the Contract to the Contractor, we (name of parent company) ____________irrevocably and unconditionallyguarantee to you, as a primary obligation, the due performance of all theContractor’s obligations and liabilities under the Contract, including theContractor’s compliance with all its terms and conditions according to theirtrue intent and meaning.

If the Contractor fails toso perform his obligations and liabilities and comply with the Contract, wewill indemnify the Employer against and from all damages, losses and expenses(including legal fees and expenses) which arise from any such failure for whichthe Contractor is liable to the Employer under the Contract.

Thisguarantee shall come into full force and effect when the Contract comes intofull force and effect. If the Contract does not come into full force and effectwithin a year of the date of this guarantee, or if you demonstrate that you donot intend to enter into the Contract with the Contractor, this guarantee shallbe void and ineffective. This guarantee shall continue in full force and effectuntil all the Contractor’s obligations and liabilities under the Contract havebeen discharged, when this guarantee shall expire and shall be returned to us,and our liability hereunder shall be discharged absolutely.

This guarantee shall applyand be supplemental to the Contract as amended or varied by the Employer andthe Contractor from time to time. We hereby authorise them to agree any suchamendment or variation, the due performance of which and compliance with whichby the Contractor are likewise guaranteed hereunder. Our obligations andliabilities under this guarantee shall not be discharged by any allowance oftime or other indulgence whatsoever by the Employer to the Contractor, or byany variation or suspension of the works to be executed under the Contract, orby any amendments to the Contract or to the constitution of the Contractor orthe Employer, or by any other matters, whether with or without our knowledge orconsent.

This guarantee shall begoverned by the law of the same country (or other jurisdiction) as that whichgoverns the Contract and any dispute under this guarantee shall be finallysettled under the Rules of Arbitration of the International Chamber of Commerceby one or more arbitrators appointed in accordance with such Rules. We confirmthat the benefit of this guarantee may be assigned subject only to theprovisions for assignment of the Contract.

Date ___________________Signature(s) _____________________________________

Annex 2    EXAMPLE FORM OF TENDER SECURITY

Brief description ofContract                                                        

Name and address ofBeneficiary                                                   

                               (whom the tender documents define as the Employer)

We have been informed that____________ (hereinafter called the “Principal”) is submitting an offer forsuch Contract in response to your invitation, and that the conditions of yourinvitation (the “conditions of invitation”, which are set out in a documententitled Instructions to Tenderers) require his offer to be supported by a tendersecurity.

At the request of thePrincipal, we (name of bank)_________________ hereby irrevocably undertake to pay you, theBeneficiary/Employer, any sum or sums not exceeding in total the amount of_______________ (say:________________ ) upon receipt by us of your demand inwriting and your written statement (in the demand) stating that:

(a)  the Principal has, without your agreement, withdrawn his offer afterthe latest time specified for its submission and before the expiry of itsperiod of validity, or

(b)  the Principal has refused to accept the correction of errors in hisoffer in accordance with such conditions of invitation, or

(c)   you awarded the Contract to the Principal and he has failed tocomply with sub-clause 1.6 of the Conditions of Contract, or

(d)  you awarded the Contract to the Principal and he has failed tocomply with sub-clause 4.2 of the Conditions of Contract.

Any demand for paymentmust contain your signatures(s) which must be authenticated by your bankers orby a notary public. The authenticated demand and statement must be received byus at this office on or before (the date35 days after the expiry of the validity of the Letter of Tender)___________________ When this guarantee shall expire and shall be returned tous.

This guarantee is subjectto the Uniform Rules for Demand Guarantees, published as number 458 by the InternationalChamber of Commerce, except as stated above.

Date ___________________Signature(s) _____________________________________

Annex 3    EXAMPLE FORM OF PERFORMANCE SECURITY-

DEMANDGUARANTEE

Brief description ofContract                                                     

Name and address ofBeneficiary                                                  

                                          (Whom the Contract defines asthe Employer)

We have been informed that__________________ (hereinafter called the “Principal”) is your contractorunder such Contract, which requires him to obtain a performance security.

At the request of thePrincipal, we (name of bank)__________________ hereby irrevocably undertake to pay you, theBeneficiary/Employer, any sum or sums not exceeding in total the amount of__________________ (the “guaranteed amount”, say: __________ ) upon receipt byus of your demand in writing and your written statement stating:

(a)  that the Principal is in breach of his obligation(s) under theContract, and

(b) the respect in which the Principal is in breach.

[Following the receipt byus of an authenticated copy of the taking-cover certificate for the whole ofthe works under clause 10 of the conditions of the Contract, such guaranteedamount shall be reduced by _________% and we shall promptly notify you that wehave received such certificate and have reduced the guaranteed amountaccordingly.] (1)

Any demand for paymentmust contain your [minister’s/directors’] (1) signature(s) whichmust be authenticated by your bankers or by a notary public. The authenticateddemand and statement must be received by us at this office on or before (the date 70 days after the expected expiryof the Defects Notification Period for the Works) _______________ (the“expiry date”), when this guarantee shall expire and shall be returned to us.

We have been informed thatthe Beneficiary may require the Principal to extend this guarantee if the performancecertificate under the Contract has not been issued by the date 28 days prior tosuch expiry date. We undertake to pay you such guaranteed amount upon receiptby us, within such period of 28 days, of your demand in writing and yourwritten statement that the performance certificate has not been issued, forreasons attributable to the Principal, and that this guarantee has not beenextended.

This guarantee shall begoverned by the laws of _______________ and shall be subject to the uniformRules for Demand Guarantees, published as number 458 by the InternationalChamber of Commerce, except as stated above.

Date ___________________Signature(s) _____________________________________

Annex 4  EXAMPLE FORM OFPERFORMANCE SECURITY-

SURETYBOND

Brief description of Contract                                                      

Name and address of Beneficiary                                                  

______________ (together with successors and assigns, all as definedin the Contract as the Employer)

By this Bond, (name andaddress of contractor)                                     

(who is the contractor under such Contract) as Principal and (name and address of guarantor)_______________________ as Guarantor are irrevocably held and firmly bound tothe Beneficiary in the total amount of _____________ (the “Bond Amount”,say:________________ ) for the due performance of all such Principal’sobligations and liabilities under the Contract. [Such Bond Amount shall bereduced by        % upon the issueof the taking-over certificate for the whole of the works under clause 10 ofthe Conditions of the Contract.] (1)

This Bond shall become effective on the Commencement Date defined inthe Contract.

Upon Default by the Principal to perform any Contractual Obligation,or upon the occurrence of any of the events and circumstances listed insub-clause 15.2 of the conditions of the Contract, the guarantor shall satisfyand discharge the damages sustained by the Beneficiary due to such Default,event or circumstances.(2)However, the total liability of the Guarantor shall not exceed the Bond Amount.

The obligations and liabilities of the Guarantor shall not bedischarged by any allowance of time or other indulgence whatsoever by theBeneficiary to the Principal, or by any variation or suspension of the works tobe executed under the Contract, or by any amendments to the Contract or to theconstitution of the Principal or the Beneficiary, or by any other matters,whether with or without the knowledge or consent of the Guarantor.

Any claim under this bond must be received by the Guarantor on orbefore ( the date six months after theexpected expiry of the Defects Notification Period for the Works)__________________ (the “Expiry Date”), when this Bond shall expire and shallbe returned to the Guarantor.

The benefit of this Bond may be assigned subject to the provisionsfor assignment of the Contract, and subject to the receipt by the guarantor ofevidence of full compliance with such provisions.

This Bond shall be governed by the law of the same country (or otherjurisdiction) as that which governs the Contract. This Bond incorporates andshall be subject to the Uniform Rules for Contract Bonds, published as number524 by the international chamber of Commerce, and words used in this Bond shallbear the meanings set out in such Rules.

Wherefore this Bond has been issued by the Principal and theGuarantor on (date)             .

Signature(s) for and onbehalf of the Principal

Signature(s) for and onbehalf of the Guarantor

Annex5  EXAMPLE FORM OF ADVANCE PAYMENT

GUARANTEE

Brief description ofContract                                                      

Name and address ofBeneficiary                                                  

                                         (whomthe Contract defines as the Employer).

We have been informed that_______________ (hereinafter called the “Principal”) is your contractor undersuch Contract and wishes to receive an advance payment, for which the contractrequires him to obtain a guarantee.

At the request of thePrincipal, we (name of bank)_____________ hereby irrevocably undertake to pay you, theBeneficiary/Employer, any sum or sums not exceeding in total the amount of_______________ ( the “guaranteed amount”, say: _____________ ) upon receipt byus of your demand in writing and your written statement stating

(a)   thatthe principal has failed to repay the advance payment in accordance with theconditions of the Contract, and

(b) the amount which the Principal has failed to repay.

This guarantee shallbecome effective upon receipt [of the first instalment] of the advance paymentby the Principal. Such guaranteed amount shall be reduced by the amounts of theadvance payment repaid to you, as evidenced by your notices issued undersub-clause 14.6 of the conditions of the Contract. Following receipt (from thePrincipal) of a copy of each purported notice, we shall promptly notify you ofthe revised guaranteed amount accordingly.

Any demand for paymentmust contain your signature(s) which must be authenticated by your bankers orby a notary public. The authenticated demand and statement must be received byus at this office on or before (the date70 days after the expected expiry of the time for Completion) ___________(the “expiry date”), when this guarantee shall expire and shall be returned tous.

We have been informed thatthe Beneficiary may require the Principal to extend this guarantee if theadvance payment has not been repaid by the date 28 days prior to such expirydate. We undertake to pay you such guaranteed amount upon receipt by us, withinsuch period of 28 days, of your demand in writing and your written statementthat the advance payment has not been repaid and that this guarantee has notbeen extended.

This guarantee shall begoverned by the laws of _____________ and shall be subject to the Uniform Rulesfor Demand Guarantees, published as number 458 by the International Chamber ofCommerce, except as stated above.

Date ___________________Signature(s) _____________________________________

Annex 6  EXAMPLE FORM OF RETENTION MONEY

GUARANTEE

Brief description ofContract                                                      

Name and address ofBeneficiary                                                   

                                         (whom the Contract defines asthe Employer)

We have been informed that______________ (hereinafter called the “Principal”) is your contractor undersuch Contract and wishes to receive early payment of [part of] the retentionmoney, for which the Contract requires him to obtain a guarantee.

At the request of thePrincipal, we (name of bank)____________ hereby irrevocably undertake to pay you, the beneficiary/Employer,any sum or sums not exceeding in total the amount of ______________ (the“guaranteed amount”, say: _____________ ) upon receipt by us of your demand inwriting and your written statement stating

(a)  that the Principal has failed to carry out his obligation(s) torectify certain defect(s) for which he is responsible under the Contract, and

(b) the nature of such defect(s).

At any time, our liabilityunder this guarantee shall not exceed the total amount of retention moneyreleased to the Principal by you, as evidenced by your notices issued undersub-clause 14.6 of the conditions of the contract with a copy being passed tous.

Any demand for paymentmust contain your signature(s) which must be authenticated by your bankers orby a notary public. The authenticated demand and statement must be received byus at this office on or before (the date70 days after the expected expiry of the Defects Notification Period for theWorks) ______________ (the “expiry date”), when this guarantee shall expireand shall be returned to us.

We have been informed thatthe Beneficiary may require the Principal to extend this guarantee if theperformance certificate under the Contract has not been issued by the date 28days prior to such expiry date. We undertake to pay you such guaranteed amountupon receipt by us, within such period of 28 days, of your demand in writingand your written statement that the performance certificate has not beenissued, for reasons attributable to the Principal, and that this guarantee hasnot been extended.

This guarantee shall begoverned by the laws of _____________ and shall be subject to the uniform Rulesfor Demand guarantees, published as number 458 by the international Chamber ofCommerce, except as stated above.

Date ___________________Signature(s) _____________________________________

Annex 7  EXAMPLE FORM OF PAYMENT GUARANTEE BY

EMPLOYER

Brief description ofContract                                                      

Name and address ofBeneficiary                                                  

                                         (whom the Contract defines as the Contractor).

We have been informed that_______________ (whom the Contract defines as the Employer and who ishereinafter called the “Principal”) is required to obtain a bank guarantee.

At the request of thePrincipal, we (name of bank)________________ hereby irrevocably undertake to pay you, theBeneficiary/Contractor, any sum or sums not exceeding in total the amount of_______________ (say: ______________ ) upon receipt by us of your demand inwriting and your written statement stating:

(a)   that,in respect of a payment due under the Contract, the Principal has failed tomake payment in full by the date fourteen days after the expiry of the periodspecified in the Contract as that within which such payment should have beenmade, and

(b) the amount(s) which the Principal has failed to pay.

Any demand for paymentmust be accompanied by a copy of [list ofdocuments evidencing entitlement to payment] __________________, in respectof which the Principal has failed to make payment in full.

Any demand for paymentmust contain your signature(s) which must be authenticated by your bankers orby a notary public. The authenticated demand and statement must be received byus at this office on or before (the datesix months after the expected expiry of the Defects Notification Period for theworks) __________________, when this guarantee shall expire and shall bereturned to us.

This guarantee shall begoverned by the laws of __________________ and shall be subject to the UniformRules for demand Guarantees, published as number 458 by the internationalChamber of Commerce, except as stated above.

Date ___________________Signature(s) _____________________________________

Annex 8   LETTER OF TEDER

NAME OF CONTRACT:

TO:

We have examined theConditions of Contract, Specification, Drawings, Bills of Quantities, the otherSchedules, the attached Appendix and Addenda Nos _______ for execution of theabove-named Works. We offer to execute and complete the Works and remedy anydefects therein in conformity with this Tender which includes all thesedocuments, for the sum of (in currencies of payment)                                                                        _______________________________________________________________________________orsuch other sum as may be determined in accordance with the Conditions ofContract.

We accept your suggestionsfor the appointment of the DAB, as set out in Schedue ________

[We have completed the Schedule by adding our suggestions for the otherMember of DAB, but these suggestions are not conditions of this offer.].*

We agree to abide by thisTender until ___________________and it shall remain binding upon us and may beaccepted at any time before that date. We acknowledge that the Appendix formspart of the Letter of Tender.

If this offer is accepted,we will provide the specified Performance Security, commence the Works as soonas is reasonably practicable after the Commencement Date, and complete theWorks in accordance with the above-named documents within the Time forCompletion.

Unless and until a formalAgreement is prepared and executed this letter of tender, together with yourwritten acceptance thereof, shall constitute a binding a contract between us.

We understand that you arenot bound to accept the lowest or any tender you may receive.

Signature_____________________in the capacity of ____________________________

Duly authorised to signtenders for and on behalf of ______________________________

_______________________________________________________________________

Address:_______________________________________________________________

Date:_____________________

Annex 9   CONTRACT AGREEMENT

This Agreement made the______________day of _________________19 __________

Between __________ of___________ (hereinafter called “the Employer”) of the one part, and    __________ of ___________ (hereinaftercalled “the Contractor”) of the other part

Whereas the Employerdesires that the Works known as _______ should be executed by the Contractor,and has accepted a Tender by the Contractor for the execution and completion ofthese Works and the remedying of any defects therein,

The Employer and theContractor agree as follows:

1.   In this Agreement words and expressions shall have the same meaningsas are respectively assigned to them in the Conditions of Contract hereinafterreferred to.

2.   The following documents shall be deemed to form and be read andconstrued as part of this Agreement:

(a)The Letter of Acceptance dated ______

(b)The Letter of Tender dated _________

(c) The Addenda Nos _______________

(d)The Conditions of Contract

(e) The Specification

(f) The Drawings, and

(g)The completed Schedules.

3.   In consideration of the payments to be made by the Employer to theContractor as hereinafter mentioned, the Contractor hereby covenants with theEmployer to execute and complete the Works and remedy any defects therein inconformity with the provisions of the Contract.

4.   The Employer hereby covenants to pay the Contractor, inconsideration of the execution and completion of the Works and the remedying ofdefects therein, the Contract Price at the times and in the manner prescribedby the Contract.

In Witness whereof theparties hereto have caused this Agreement to be executed the day and year firstbefore written in accordance with their respective laws.

SLGNEDby:______________________ SLGNED by: ___________________________

For and on behalf of the Employer in the presence of           for and on behalf of the Contractorin the presence of

Witness:__________________________        Witness:___________________________

Name:  __________________________       Name: ___________________________

Address:__________________________       Address:___________________________

Date:   __________________________       Date:  ___________________________

Annex 10  DISPUTE ADJUDICATION AGREEMENT

[foreach member of a three-person DAB]

Name and details of Contract_______________________________________________

Name and address of Employer_____________________________________________

Name and address of Contractor ____________________________________________

Name and address of Member______________________________________________

Whereas the Employer andthe Contractor have entered into the Contract and desire jointly to appoint theMember to act as one of the three persons who are jointly called the “DAB” [and desire the member to act as chairman ofthe DAB] to adjudicate a dispute which has arisen in relation to_______________________ *

The Employer, Contractorand Member jointly agree as follows:

1.    the conditions of this Dispute Adjudication Agreement comprise the“General Conditions of Dispute Adjudication Agreement”, which is appended tothe General Conditions of the “Conditions of Contract for EPC/Turnkey Projects”First Edition 1999 published by the Federation internationale desingenieurs-Conseils (FIDIC), and the following provisions. In these provisions,which include amendments and additions to the general Conditions of DisputeAdjudication Agreement, words and expressions shall have the same meanings asare assigned to them in the General conditions of Dispute AdjudicationAgreement.

2.    [Details of amendments to theGeneral Conditions of Dispute Adjudication Agreement, if any.]

3.    In accordance with Clause 6 of the general Conditions of DisputeAdjudication Agreement, the Member shall be paid a daily fee of________________per day.

4.    In consideration of these fees and other payments to be made by theEmployer and the Contractor in accordance with Clause 6 of the GeneralConditions of Dispute Adjudication Agreement, the Member undertakes to serve,as described in this Dispute Ajudication Agreement, as one of the three personswho are jointly to act as the DAB.

5.    The Employer and the Contractor jointly and severally undertake topay the Member, in consideration of the carrying out of these services, inaccordance with Clause 6 of the general Conditions of Dispute AdjudicationAgreement.

6.    This Dispute Adjudication Agreement shall be governed by the law of____________

SIGNED by: _____________   SIGNEDby: ______________  SIGNED by: __________

for and on behalf of the Employer in the presence of

Witness: ____________

Name: ____________

Address: ____________

Date:  _____________

for and on behalf of the Contractor in the presence of

Witness: ____________

Name: ____________

Address: ____________

Date:  _____________

the Member in the presenceof:

Witness: ____________

Name: ____________

Address: ____________

Date:  _________

(1) When writing the tender documents, the writer should ascertain whetherto include the optional text, shown in parentheses[ ]

(1) When writing the tenderdocuments, the writer should ascertain whether to include the optional text,shown in parentheses []

(2) Insert: [ and shall notbe entitled to perform the Principal’s obligations under the Contract.]

Or: [or at the option of the guarantor (to be exercised in writingwithin 42 days of receiving the claim specifying such Default) perform thePrincipal’s obligations under the Contract.]

* If the Tenderer does not accept, this paragraph may be deleted andreplaced by:

We do not acceptyour suggestions for the appointment of the DAB. We have included oursuggestions in the Schedule, but these suggestions of are not conditions ofthis offer. If these suggestions are not acceptable to you, we propose that theDAB be jointly appointed in accordance with Sub-Clause 20.2 of the Conditionsof Contract.

* [A brief description or nameof dispute to be added]

（文章来源：实务法律英语公众号）