GOVERNMENT OF ZIMBABWE

GENERAL CONDITIONS OF CONTRACT FOR LARGE WORKS.

Government of Zimbabwe

GENERAL CONDITIONS OF CONTRACT

FOR THE

PROCUREMENT OF LARGE WORKS.

June 2019

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GOVERNMENT OF ZIMBABWE
GENERAL CONDITIONS OF CONTRACT FOR LARGE WORKS.

General Conditions of Contract

for the Procurement of Large Works
Table of Clauses
A. General 4
1. Definitions 4
2. Interpretation 6
3. Language and Law 6
4. Project Manager’s Decisions 6
5. Delegation 7
6. Notices 7
7. Subcontracting 7
8. Other Contractors 7
9. Personnel 7
10. Employer’s and Contractor’s Risks 7
11. Employer’s Risks 7
12. Contractor’s Risks 8
13. Insurance 8
14. Site Investigation Reports 8
15. Queries About the Special Conditions of Contract 9
16. Contractor to Construct the Works 9
17. Works to be Completed by the Intended Completion Date9
18. Approval by the Project Manager 9
19. Safety 9
20. Discoveries 9
21. Possession of the Site9
22. Access to the Site 9
23. Instructions, Inspection and Audits 9
24. Settlement of Disputes 10
B. Time Control 10
25. Program 10
26. Extension of the Intended Completion Date 10
27. Acceleration11
28. Delays Ordered by the Project Manager11
29. Management Meetings 11
30. Early Warning 11
C. Quality Control 11
31. Identifying Defects 11
32. Tests 11
33. Correction of Defects11
34. Uncorrected Defects 12

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D. Cost Control 12
35. Bill of Quantities or Activity Schedule 12
Option 1: Admeasurement Contracts - Bill of Quantities 12
Option 2: Lump Sum Contracts – Activity Schedule 12
36. Changes in the Bill of Quantities or Activity Schedule 12
Option 1: Admeasurement Contracts – Changes in the Bill of Quantities 12
Option 2: Lump Sum Contracts – Changes in the Activity Schedule 12
37. Variations 13
Option 1: Admeasurement Contracts – Variations 13
Option 2: Lump Sum Contracts - Variations 13
38. Payments for Variations 13
Option 1: Admeasurement Contracts – Payment for Variations 13
Option 2: Lump Sum Contracts – Payment for Variations 13
39. Payment Certificates 13
40. Payments 14
41. Compensation Events 14
42. Tax 15
43. Currencies 15
44. Price Adjustment 15
45. Retention 16
46. Liquidated Damages 17
47. Bonus 17
48. Advance Payment 17
49. Performance Security17
50. Dayworks 18
51. Provisional Sums 18
52. Cost of Repairs 18
53. Force Majeure 18
E. Finishing the Contract 18
54. Completion 18
55. Taking Over18
56. Final Account 19
57. Operating and Maintenance Manuals 19
58. Termination 19
59. Payment upon Termination 20
60. Property 20

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GENERAL CONDITIONS OF CONTRACT FOR LARGE WORKS.

A. General
1. Definitions
1.1 The definitions in the Public Procurement and Disposal of Public Assets Act of 2016, and the
Public Procurement Regulations 2017 shall apply to these General conditions of Contract. In
addition, the following words and expressions shall have the meanings hereby assigned to
them:
(a) “Activity Schedule” means the priced and completed Activity Schedule, forming part
of the Bid, which provides a breakdown of the Contract Price by work elements for a
Lump Sum Contract.
(b) “Adjudicator” is the person appointed jointly by the Employer and the Contractor to
resolve disputes in the first instance.
(c) “Admeasurement Contract” means a Contract under which the Works are executed
on the basis of agreed rates and prices in a Bill of Quantities and payment is made for
the quantity of work actually executed.
(d) “Base Date” means the date 28 days prior to the latest date for submission of the Bid.
(e) “Bill of Quantities” means the priced and completed Bill of Quantities forming part
of the Bid, which provides the agreed rates and prices for payment for an
Admeasurement Contract.
(f) “Compensation Events” are those defined in Clause 44 hereunder.
(g) “Completion Date” is the date of completion of the Works as certified by the Project
Manager.
(h) “Contract” is the agreement between the Employer and the Contractor to execute, and
complete the Works including remedying of defects.
(i) “Contractor” is a person or corporate body whose Bid to carry out the Works has
been accepted by the Employer and is named as such in the Agreement, and means
Contractor as defined in the Public Procurement and Disposal of Public Assets Act,
2016.
(j “Contractor’s Bid” is the completed bidding document submitted by the Contractor
to the Employer.
(k) “Contract Price” is the price stated in the Agreement and thereafter as adjusted in
accordance with the provisions of the Contract.
(l) “Day” is as defined in the Act as a day of the week other than a Saturday, Sunday or
public holiday; months are calendar months.
(m) “Dayworks” are varied work inputs subject to payment on a time basis for the
Contractor’s labour, materials and equipment, primarily used for works of a minor or
incidental nature, the payment of which is stated in GCC Clause 53.
(n) A “Defect” is any part of the Works not completed in accordance with the Contract.
(o) “Defects Liability Certificate” is the certificate issued by the Project Manager upon
correction of defects by the Contractor within 28 days after the expiration of the
Defect Liability Period, stated in GCC 35.3.

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(p) “Defects Liability Period” is the period calculated from the Completion Date, during
which the Contractor must rectify defects.
(q) “Drawings” include calculations and other information provided or approved by the
Project Manager for the execution of the Contract.
(r) “Employer” is the party named in the Agreement, who employs the Contractor to
carry out the Works and means Procuring Entity as defined in the Public
Procurement and Disposal of Public Assets Act, 2016.
(s) “Equipment” is the Contractor’s machinery and vehicles brought temporarily to the
Site to construct the Works.
(t) “Force Majeure” is defined in GCC Clause 55.
(u) . “General Conditions of Contract”, hereinafter referred to as “GCC”, means the
conditions in this section of the Contract, which shall govern the Contract, except
where amended by the SCC or Contract Agreement (v) “Initial Contract Price” is
the Contract Price listed in the Agreement.
(w) “Intended Completion Date” is the date on which it is intended that the Contractor
shall complete the Works.
(x) “Lump Sum Contract” means a Contract under which the Works are executed for an
all-inclusive fixed total amount, as defined in the Activity Schedule.
(y) “Materials” are all supplies, including consumables, used by the Contractor for
incorporation in the Works.
(z) “Party” means the Employer or the Contractor as the context requires.
(aa) “Plant” is any integral part of the Works that shall have a mechanical, electrical,
chemical, or biological function.
(bb) “Project Manager” is the person or entity named in the SCC appointed by the
Employer and notified to the Contractor, to act as a representative Employer, who is
responsible for supervising the execution of the Works and administering the
Contract.
(cc) “Provisional Sum” means a sum included in the Contract and so designated in the
Bill of Quantities or Activity Schedule for the provision of supplies, works or
services or for contingencies to be expended for the execution of the Works in whole
or part at the direction of the Project Manager.
(dd) Special Conditions of Contract”, hereinafter referred to as “SCC”, means the
conditions attached to the Contract Agreement, which shall govern the Contract and
shall prevail over these General Conditions of Contract.
(ee) “Site” is the area defined as such in the SCC.
(ff) “Site Investigation Reports” are those that were included in the bidding documents
and are factual and interpretative reports about the surface and subsurface conditions
at the Site.
(gg) “Specification” means the Specification of the Works included in the Contract and
any modification or addition made or approved by the Project Manager.
(hh) “Start Date” is the latest date by when the Contractor shall commence execution of

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the Works and is specified in the SCC.

(ii) A “Subcontractor” is a person or corporate body who has a Contract with the
Contractor to carry out a part of the work in the Contract, which includes work on the
Site.
(jj) “Temporary Works” are works designed, constructed, installed, and removed by the
Contractor that are needed for construction or installation of the Works.
(kk) A “Variation” is an instruction given by the Project Manager which varies the Works.
(ll) “Works” are what the Contract requires the Contractor to construct, install, and turn
over to the Employer, as defined in the SCC.
2. Interpretation
2.1 In interpreting these Conditions of Contract, singular also means plural, male also means
female or neuter, and the other way around. Headings have no significance. Words have
their normal meaning under the language of the Contract unless specifically defined. The
Project Manager will provide instructions clarifying queries about these Conditions of
Contract.
2.2 These General Conditions of Contract shall apply in their entirety, except where alternative
options are specified for different types of contract. Where alternative options are specified:
(a) Option 1 shall apply to Admeasurement Contracts; and
(b) Option 2 shall apply to Lump Sum Contracts.
2.3 For purposes of interpreting these Conditions of Contract, the type of contract is as specified
in the SCC.
2.4 If sectional completion is specified in the SCC, references in the Conditions of Contract to
the Works, the Completion Date, and the Intended Completion Date apply to any Section of
the Works (other than references to the Completion Date and Intended Completion Date for
the whole of the Works).
2.5 The documents forming the Contract shall be interpreted in the following order of priority:
(1) Agreement,
(2) Contractor’s Bid Submission Sheet,
(3) Special Conditions of Contract,
(4) General Conditions of Contract,
(5) Scope of Works,
(6) Drawings,
(7) Bill of Quantities or Activity Schedule, as appropriate, and
(8) any other document listed in the SCC as forming part of the Contract.
If an ambiguity or discrepancy is found in the documents, the Project Manager shall issue
any necessary clarification or instruction
3. Language and Law
3.1 The language of the Contract is English and the law governing the Contract is that of the
Republic of Zimbabwe, unless otherwise specified in the SCC.

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4. Project Manager’s Decisions

4.1 Except where otherwise specifically stated, the Project Manager will decide contractual
matters between the Employer and the Contractor in the role representing the Employer.
4.2 The Project Manager will obtain the Employer’s approval for any of the decisions specified
in the SCC.
5. Delegation
5.1 The Project Manager may delegate any of his duties and responsibilities to other people,
except to the Adjudicator, after notifying the Contractor in writing, and may cancel any
delegation after notifying the Contractor. Those shall be called “Project Manager’s
Representative”,
6. Notices
6.1 Any notice given by one party to the other pursuant to the Contract shall be in writing to the
address specified in the SCC. “Writing” has the meaning given in section 2 of the Act. 6.2
A notice shall be effective when delivered or on the notice’s effective date, whichever is
later.
7. Subcontracting
7.1 Unless otherwise specified in the SCC, the Contractor may subcontract with the approval of
the Project Manager, but may not assign the Contract without the approval of the Employer
in writing. Subcontracting shall not alter the Contractor’s obligations.
7.2 Any further conditions relating to subcontracting shall be as specified in the SCC.
8. Other Contractors
8.1 The Contractor shall cooperate and share the Site with other contractors, public authorities,
utilities, and the Employer between the dates given in the Schedule of Other Contractors, if
such Schedule is specified in the SCC. The Contractor shall also provide facilities and
services for them as described in the Schedule. The Employer may modify the Schedule of
Other Contractors, and shall notify the Contractor of any such modification.
9. Personnel
9.1 If the Schedule of Key Personnel is specified in the SCC, the Contractor shall employ the
key personnel named in the Schedule, or other personnel approved by the Project Manager,
to carry out the functions stated in the Schedule. The Project Manager will approve any
proposed replacement of key personnel only if their relevant qualifications and abilities are
substantially equal to or better than those of the personnel listed in the Schedule.
9.2 If the Project Manager asks the Contractor to remove a person who is a member of the
Contractor’s staff or work force, stating the reasons, the Contractor shall ensure that the
person leaves the Site within seven days and has no further connection with the work in the
Contract.
10. Employer’s and Contractor’s Risks
10.1 The Employer carries the risks which the Contract states are Employer’s risks, and the
Contractor carries the risks which the Contract states are Contractor’s risks.
11. Employer’s Risks
11.1 From the Start Date until the Defects Correction Certificate has been issued, the following
are Employer’s risks:

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(a) The risk of personal injury, death, or loss of or damage to property (excluding the
Works, Plant, Materials, and Equipment), which are due to:
(i) use or occupation of the Site by the Works or for the purpose of the Works,
which is the unavoidable result of the Works; or
(ii) negligence, breach of statutory duty, or interference with any legal right by
the Employer or by any person employed by or contracted to him except the
Contractor.
(b) The risk of damage to the Works, Plant, Materials, and Equipment to the extent that it
is due to a fault of the Employer or in the Employer’s design, or due to war or
radioactive contamination directly affecting the country where the Works are to be
executed.
11.2 From the Completion Date until the Defects Liability Certificate has been issued, the risk of
loss of or damage to the Works, Plant, and Materials is an Employer’s risk except loss or
damage due to:
(a) a Defect which existed on the Completion Date;
(b) an event occurring before the Completion Date, which was not itself an Employer’s
risk; or
(c) the activities of the Contractor on the Site after the Completion Date.
12. Contractor’s Risks
12.1 From the Starting Date until the Defects Correction Certificate has been issued, the risks of
personal injury, death, and loss of or damage to property (including, without limitation, the
Works, Plant, Materials, and Equipment) which are not the Employer’s risks are the
Contractor’s risks.
13. Insurance
13.1 The Contractor shall provide, in the joint names of the Employer and the Contractor, and
shall cause any Subcontractors to take out and maintain, insurance cover from the Start Date
to the end of the Defects Liability Period, in the amounts and deductibles stated in the SCC
for the following events which are due to the Contractor’s risks:
(a) loss of or damage to the Works, Plant, and Materials;
(b) loss of or damage to Equipment;
(c) loss of or damage to property (except the Works, Plant, Materials, and Equipment) in
connection with the Contract; and
(d) personal injury or death.
13.2 Policies and certificates for insurance shall be delivered by the Contractor to the Project
Manager for the Project Manager’s approval before the Start Date. All such insurance shall
provide for compensation to be payable in the types and proportions of currencies required
to rectify the loss or damage incurred.
13.3 If the Contractor does not provide any of the policies and certificates required, the Employer
may affect the insurance which the Contractor should have provided and recover the
premiums the Employer has paid from payments otherwise due to the Contractor or, if no
payment is due, the payment of the premiums shall be a debt due.
13.4 Alterations to the terms of an insurance shall not be made without the approval of the

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Project Manager.
13.5 Both parties shall comply with any conditions of the insurance policies.
14. Site Investigation Reports
14.1 The Contractor, in preparing the Bid, shall rely on any Site Investigation Reports referred to
in the SCC, supplemented by any information available to the Bidder.
15. Queries About the Special Conditions of Contract
15.1 The Project Manager will clarify queries on the SCC.
16. Contractor to Construct the Works
16.1 The Contractor shall construct and install the Works in accordance with the Specifications
and Drawings.
17. Works to be Completed by the Intended Completion Date
17.1 The Contractor may commence execution of the Works on the Start Date and shall carry out
the Works in accordance with the Program submitted by the Contractor, as updated with the
approval of the Project Manager, and complete them by the Intended Completion Date
specified in the SCC.
18. Approval by the Project Manager
18.5 All Drawings prepared by the Contractor for the execution of the temporary or permanent
Works, are subject to prior approval by the Project Manager before use.
18.1 The Contractor shall be responsible for design of Temporary Works and shall submit
Specifications and Drawings showing the proposed Temporary Works to the Project
Manager. The Project Manager shall approve such Specification and Drawing if they
comply with the Specifications and Drawings in the Statement of Requirements.
18.3 The Project Manager’s approval shall not alter the Contractor’s responsibility for design of
the Temporary Works.
18.4 The Contractor shall obtain approval of third parties to the design of the Temporary Works,
where required.
19. Safety
19.1 The Contractor shall be responsible for the safety of all activities on the Site.
20. Discoveries
20.1 Anything of historical or other interest or of significant value unexpectedly discovered on
the Site shall be the property of the Employer. The Contractor shall notify the Project
Manager of such discoveries and carry out the Project Manager’s instructions for dealing
with them.
21. Possession of the Site
21.1 The Employer shall give possession of all parts of the Site to the Contractor. If possession
of a part is not given by the date stated in the SCC, the Employer will be deemed to have
delayed the start of the relevant activities, and this will be a Compensation Event.
22. Access to the Site
22.1 The Contractor shall allow the Project Manager and any person authorised by the Project
Manager access to the Site and to any place where work in connection with the Contract is

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being carried out or is intended to be carried out.

23. Instructions, Inspection and Audits
23.1 The Contractor shall carry out all instructions of the Project Manager which comply with
the applicable laws where the Site is located.
23.2 The Contractor shall permit the Government of Zimbabwe to inspect the Contractor’s
accounts and records relating to the performance of the Contract and to have them audited
by auditors appointed by the Government, if so required by the Government.
24. Settlement of Disputes
24.1 The Procuring Entity and the Contractor shall make every effort to resolve amicably by
direct informal negotiation any disagreement or dispute arising between them under or in
connection with the Contract.
24.2 If, after twenty-eight (28) days, the parties have failed to resolve their dispute or difference
by such mutual consultation, then either the Procuring Entity or the Contractor may give
notice to the other party of its intention to commence arbitration under the terms of the
Arbitration Act 1996 (Chapter 7:15), as amended.
24.3 Notwithstanding any reference to arbitration herein,
(a) the parties shall continue to perform their respective obligations under the Contract
unless they otherwise agree; and
(b) the Procuring Entity shall pay the Contractor any monies due the Contractor.

B. Time Control
25. Program
25.1 Within the time stated in the SCC, the Contractor shall submit to the Project Manager for
approval a Program showing the general methods, arrangements, order, and timing for all
the activities in the Works.
25.2 An update of the Program shall be a program showing the actual progress achieved on each
activity and the effect of the progress achieved on the timing of the remaining work,
including any changes to the sequence of the activities.
25.3 The Contractor shall submit to the Project Manager for approval an updated Program at
intervals no longer than the period stated in the SCC. If the Contractor does not submit an
updated Program within this period, the Project Manager may withhold the amount stated in
the SCC from the next payment certificate and continue to withhold this amount until the
next payment after the date on which the overdue Program has been submitted.
25.4 The Project Manager’s approval of the Program shall not alter the Contractor’s obligations.
The Contractor may revise the Program and submit it to the Project Manager again at any
time. A revised Program shall show the effect of Variations and Compensation Events.
26. Extension of the Intended Completion Date
26.1 The Project Manager shall extend the Intended Completion Date if a Compensation Event
occurs or a Variation is issued which makes it impossible for Completion to be achieved by
the Intended Completion Date without the Contractor taking steps to accelerate the
remaining work, which would cause the Contractor to incur additional cost.

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26.2 The Project Manager shall decide whether and by how much to extend the Intended
Completion Date within 21 days of the Contractor asking the Project Manager for a decision
upon the effect of a Compensation Event or Variation and submitting full supporting
information. If the Contractor has failed to give early warning of a delay or has failed to
cooperate in dealing with a delay, the delay by this failure shall not be considered in
assessing the new Intended Completion Date.
27. Acceleration
27.1 When the Employer wants the Contractor to finish before the Intended Completion Date,
the Project Manager will obtain priced proposals for achieving the necessary acceleration
from the Contractor. If the Employer accepts these proposals, the Intended Completion Date
will be adjusted accordingly and confirmed by both the Employer and the Contractor.
27.2 If the Contractor’s priced proposals for an acceleration are accepted by the Employer, they
are incorporated in the Contract Price and treated as a Variation.
28. Delays Ordered by the Project Manager
28.1 The Project Manager may instruct the Contractor to delay the start or progress of any
activity within the Works.
29. Management Meetings
29.1 Either the Project Manager or the Contractor may require the other to attend a management
meeting. The business of a management meeting shall be to review the plans for remaining
work and to deal with matters raised in accordance with the early warning procedure
detailed in GCC 32.
29.2 The Project Manager shall record the business of management meetings and provide copies
of the record to those attending the meeting and to the Employer. The responsibility of the
parties for actions to be taken shall be decided by the Project Manager either at the
management meeting or after the management meeting and stated in writing to all who
attended the meeting.
30. Early Warning
30.1 The Contractor shall warn the Project Manager at the earliest opportunity of specific likely
future events or circumstances that may adversely affect the quality of the work, increase
the Contract Price or delay the execution of the Works. The Project Manager may require
the Contractor to provide an estimate of the expected effect of the future event or
circumstance on the Contract Price and Completion Date. The estimate shall be provided by
the Contractor as soon as reasonably possible.
30.2 The Contractor shall cooperate with the Project Manager in making and considering
proposals for how the effect of such an event or circumstance can be avoided or reduced by
anyone involved in the work and in carrying out any resulting instruction of the Project
Manager.
C. Quality Control
31. Identifying Defects
31.1 The Project Manager shall check the Contractor’s work and notify the Contractor of any
Defects that are found. Such checking shall not affect the Contractor’s responsibilities. The
Project Manager may instruct the Contractor to search for a Defect and to uncover and test
any work that the Project Manager considers may have a Defect.
32. Tests

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32.1 If the Project Manager instructs the Contractor to carry out a test not specified in the
Specification to check whether any work has a Defect and the test shows that it does, the
Contractor shall pay for the test and any samples. If there is no Defect, the test shall be a
Compensation Event.
33. Correction of Defects
33.1 The Project Manager shall give notice to the Contractor of any Defects before the end of the
Defects Liability Period, specified in the SCC. The Defects Liability Period shall be
extended for as long as Defects remain to be corrected.
33.2 Every time notice of a Defect is given, the Contractor shall correct the notified Defect
within the length of time specified by the Project Manager’s notice.
33.3 The Contractor’s obligations under the Contract shall not be considered to have been
completed until the Project Manager has issued the Defects Liability Certificate to the
Contractor.
34. Uncorrected Defects
34.1 If the Contractor has not corrected a Defect within the time specified in the Project
Manager’s notice, the Project Manager will assess the cost of having the Defect corrected,
and the Contractor will pay this amount.
D. Cost Control
35. Bill of Quantities or Activity Schedule
Option 1: Admeasurement Contracts - Bill of Quantities
35.1 The Bill of Quantities shall contain items for the construction, installation, testing, and
commissioning work to be done by the Contractor.
35.2 The Bill of Quantities is used to calculate the Contract Price. The Contractor is paid for the
quantity of the work done at the rate in the Bill of Quantities for each item.
Option 2: Lump Sum Contracts – Activity Schedule
35.1 The Contractor shall provide updated Activity Schedules within 14 days of being instructed
to by the Project Manager. The activities on the Activity Schedule shall be coordinated with
the activities on the Program.
35.2 The Contractor shall show delivery of Materials to the Site separately on the Activity
Schedule if payment for Materials on Site shall be made separately.
36. Changes in the Bill of Quantities or Activity Schedule
Option 1: Admeasurement Contracts – Changes in the Bill of Quantities
36.1 If the final quantity of the work done differs from the quantity in the Bill of Quantities for
the particular item by more than 25 percent, provided the change exceeds one percent (1%)
of the Initial Contract Price, the Project Manager shall adjust the rate to allow for the
change.
36.2 The Project Manager shall not adjust rates from changes in quantities if thereby the Initial
Contract Price is exceeded by more than 15 percent, except with the prior approval of the
Employer.

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36.3 If requested by the Project Manager, the Contractor shall provide the Project Manager with
a detailed cost breakdown of any rate in the Bill of Quantities.
Option 2: Lump Sum Contracts – Changes in the Activity Schedule
36.1 The Activity Schedule shall be amended by the Contractor to accommodate changes of
Program or method of working made at the Contractor’s own discretion. Prices in the
Activity Schedule shall not be altered when the Contractor makes such changes to the
Activity Schedule.
37. Variations
Option 1: Admeasurement Contracts – Variations
37.1 All Variations shall be included in updated Programs produced by the Contractor.
Option 2: Lump Sum Contracts - Variations
37.1 All Variations shall be included in updated Programs and Activity Schedules produced by
the Contractor.
38. Payments for Variations
Option 1: Admeasurement Contracts – Payment for Variations
38.1 The Contractor shall provide the Project Manager with a quotation for carrying out the
Variation when requested to do so by the Project Manager. The Project Manager shall
assess the quotation, which shall be given within seven days of the request or within any
longer period stated by the Project Manager and before the Variation is ordered.
38.2 If the work in the Variation corresponds with an item description in the Bill of Quantities
and if, in the opinion of the Project Manager, the quantity of work above the limit stated in
Sub-Clause 38.1, or the timing of its execution do not cause the cost per unit of quantity to
change, the rate in the Bill of Quantities shall be used to calculate the value of the Variation.
If the cost per unit of quantity changes, or if the nature or timing of the work in the
Variation does not correspond with items in the Bill of Quantities, the quotation by the
Contractor shall be in the form of new rates for the relevant items of work.
38.3 If the Contractor’s quotation is unreasonable, the Project Manager may order the Variation
and make a change to the Contract Price, which shall be based on the Project Manager’s
own forecast of the effects of the Variation on the Contractor’s costs.
38.4 If the Project Manager decides that the urgency of varying the work would prevent a
quotation being given and considered without delaying the work, no quotation shall be
given and the Variation shall be treated as a Compensation Event.
38.5 The Contractor shall not be entitled to additional payment for costs that could have been
avoided by giving early warning.
Option 2: Lump Sum Contracts – Payment for Variations
38.1 The Contractor shall provide the Project Manager with a quotation for carrying out the
Variation when requested to do so by the Project Manager. The Project Manager shall
assess the quotation, which shall be given within seven days of the request or within any
longer period stated by the Project Manager and before the Variation is ordered.
38.2 If the Contractor’s quotation is unreasonable, the Project Manager may order the Variation
and make a change to the Contract Price, which shall be based on the Project Manager’s

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own forecast of the effects of the Variation on the Contractor’s costs.

38.3 If the Project Manager decides that the urgency of varying the work would prevent a
quotation being given and considered without delaying the work, no quotation shall be
given and the Variation shall be treated as a Compensation Event.
38.4 The Contractor shall not be entitled to additional payment for costs that could have been
avoided by giving early warning.
39. Payment Certificates
39.1 The Contractor shall submit to the Project Manager statements of the estimated value of the
work executed less the cumulative amount certified previously. Unless otherwise specified
in the SCC, such statements shall be submitted monthly.
39.2 The Project Manager shall check the Contractor’s statement and certify the amount to be
paid to the Contractor.
39.3 The value of work executed shall be determined by the Project Manager.
39.4 The value of work executed shall comprise the value of:
(a) the quantities of the items in the Bill of Quantities completed for Admeasurement
Contracts; or
(b) completed (fully or partially) activities in the Activity Schedule for Lump Sum
contract activities.
39.5 The value of work executed shall include the valuation of Variations and Compensation
Events.
39.6 The Project Manager may exclude any item certified in a previous certificate or reduce the
proportion of any item previously certified in any certificate in the light of later information.
40. Payments
40.1 Payments shall be adjusted for deductions for advance payments and retention.
40.2 Payments shall be made promptly by the Procuring Entity after issue of a Payment
Certificate, but in no case later than two months after submission of an invoice or request
for payment by the Contractor, and after the Procuring Entity has accepted it.
40.3 Unless otherwise provided for in the SCC, in the event that the Procuring Entity fails to pay
the Contractor any payment by its due date or within the period set forth in the SCC, the
Contractor may raise a complaint with the Authority, which may order the Procuring Entity
to settle the outstanding invoice immediately or to pay to the Contractor interest on the
amount of such delayed payment at the rate shown in the SCC, for the period of delay until
payment has been made in full, whether before or after judgment or arbitrage award.

40.4 Unless otherwise stated, all payments and deductions will be paid or charged in the
proportions of currencies comprising the Contract Price.
40.5 Items of the Works for which no rate or price has been entered in will not be paid for by the
Employer and shall be deemed covered by other rates and prices in the Contract.
41. Compensation Events
41.1 The following shall be Compensation Events:
(a) The Employer does not give access to a part of the Site by the Site Possession Date
stated in the SCC.
(b) The Employer modifies the Schedule of Other Contractors in a way that affects the

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work of the Contractor under the Contract.

(c) The Project Manager orders a delay or does not issue Drawings, Specifications, or
instructions required for execution of the Works on time.
(d) The Project Manager instructs the Contractor to uncover or to carry out additional
tests upon work, which is then found to have no Defects.
(e) The Project Manager unreasonably does not approve a subcontract to be let.
(f) Ground conditions are substantially more adverse than could reasonably have been
assumed before signing of the Agreement from the information issued to bidders
(including the Site Investigation Reports), from information available publicly and
from a visual inspection of the Site.
(g) The Project Manager gives an instruction for dealing with an unforeseen condition,
caused by the Employer, or additional work required for safety or other reasons.
(h) Other contractors, public authorities, utilities, or the Employer does not work within
the dates and other constraints stated in the Contract, and they cause delay or extra
cost to the Contractor.
(i) The advance payment is delayed.
(j) The effects on the Contractor of any of the Employer’s Risks.
(k) The Project Manager unreasonably delays issuing a Certificate of Completion.
(l) Other Compensation Events described in the SCC or determined by the Project
Manager shall apply.
41.2 If a Compensation Event would cause additional cost or would prevent the work being
completed before the Intended Completion Date, the Contract Price shall be increased
and/or the Intended Completion Date shall be extended. The Project Manager shall decide
whether and by how much the Contract Price shall be increased and whether and by how
much the Intended Completion Date shall be extended.
41.3 As soon as information demonstrating the effect of each Compensation Event upon the
Contractor’s forecast cost has been provided by the Contractor, it shall be assessed by the
Project Manager, and the Contract Price shall be adjusted accordingly. If the Contractor’s
forecast is deemed unreasonable, the Project Manager shall adjust the Contract Price based
on the Project Manager’s own forecast. The Project Manager will assume that the
Contractor will react competently and promptly to the event.
41.4 The Contractor shall not be entitled to compensation to the extent that the Employer’s
interests are adversely affected by the Contractor’s not having given early warning or not
having cooperated with the Project Manager.
42. Tax
42.1 The Contractor is liable for all taxes and duties in accordance with the laws of Zimbabwe.
42.2 34.2 Unless otherwise stated in the SCC, the Project Manager shall not adjust the Contract
Price if taxes, duties, and other levies are changed during the period from Start date to the
date the Completion certificate.
43. Currencies
43.1 Where payments are made in currencies other than United States Dollars, the exchange rates
used for calculating the amounts to be paid shall be the exchange rates published by the

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Reserve Bank of Zimbabwe at www.rbz.co.zw.

44. Price Adjustment
44.1 Prices payable to the Contractor, as stated in the Contract, shall be subject to adjustment during
performance of the Contract to reflect changes in the cost of labour, and material components in
accordance with the formula:

in which:
ΔP = adjustment amount payable to the Contractor.
P0 = Contract Price (base price).
a = fixed element representing profits and overheads included in the Contract Price
and generally in the range of five (5) to fifteen (15) percent.
b = estimated percentage of labour component in the Contract Price.
c = estimated percentage of material component in the Contract Price.
L0, L1 = labour indices applicable to the appropriate industry in the country of origin on
the base date and date for adjustment, respectively.
M0, M1 = material indices for the major raw material on the base date and date for
adjustment, respectively, in the country of origin.
The coefficients a, b, and c shall be specified by the procuring and disposing entity in the bidding
documents. The sum of the three coefficients should be one (1) in every application of the formula.
The source of the indices and the base date indices shall be those submitted by the Contractor in his
Bid Submission Sheet.
Base date = is defined in GCC 1.1(d).
The above price adjustment formula shall be used for any adjustments the Contractor is entitled to
subject to the following conditions:
(a) Price adjustment will be applied only if the resulting increase or decrease is more than
____ percent of the Contract Price.
[Two (2) percent would be an acceptable percentage.]
(b) The total adjustment under this clause shall be subject to a ceiling of plus or minus
percent of the Contract Price.
[Ten (10) percent would be an acceptable percentage.]
(d) If the currency in which the Contract Price P0 is expressed is different from the currency
of origin of the labour and material indices, a correction factor will be applied to avoid
incorrect adjustments of the Contract Price. The correction factor shall correspond to the
ratio of exchange rates between the two currencies on the base date and the date for
adjustment as defined above.
44.2 No price adjustment shall be payable on the portion of the Contract Price paid to the
Contractor as advance payment.
44.3 If the value of the index is changed after it has been used in a calculation, the calculation
shall be corrected and an adjustment made in the next payment certificate. The index value
shall be deemed to take account of all changes in cost due to fluctuations in costs.
44.4 Subject to the recommendation of the Project Manager, the Contract may be adjusted to take
into account any increase or decrease in costs from any changes in the Laws of Zimbabwe.

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These changes that will affect the Contractor in the performance of his obligation under the
Contract should be made after the base date.
45. Retention
45.1 If so stated in the SCC, the Employer shall retain from each payment due to the Contractor
the proportion stated in the SCC until Completion of the whole of the Works.
45.2 On completion of the whole of the Works, half the total amount retained shall be repaid to
the Contractor and half when the Defects Liability Period has passed and the Project
Manager has certified that all Defects notified by the Project Manager to the Contractor
before the end of this period have been corrected.
45.3 On completion of the whole Works, the Contractor may substitute retention money with an
“on demand” Bank guarantee.
46. Liquidated Damages
46.1 If so stated in the SCC, the Contractor shall pay liquidated damages to the Employer at the
rate per day stated in the SCC for each day that the Completion Date is later than the
Intended Completion Date. The total amount of liquidated damages shall not exceed the
amount defined in the SCC. The Employer may deduct liquidated damages from payments
due to the Contractor. Payment of liquidated damages shall not affect the Contractor’s
liabilities.
46.2 If the Intended Completion Date is extended after liquidated damages have been paid, the
Project Manager shall correct any overpayment of liquidated damages by the Contractor by
adjusting the next payment certificate.
47. Bonus
47.1 If so stated in the SCC, the Contractor shall be paid a Bonus calculated at the rate per
working day stated in the SCC for each day (less any days for which the Contractor is paid
for acceleration) that the Completion is earlier than the Intended Completion Date. The
Completion Date shall be certified in accordance with GCC 54.1.
48. Advance Payment
48.1 If so stated in the SCC, the Employer shall make advance payment to the Contractor of the
amounts stated in the SCC within the period stated in the SCC, against provision by the
Contractor of an on demand Bank Security in a form and by a bank acceptable to the
Employer in amounts and currencies equal to the advance payment. The Guarantee shall
remain effective until the advance payment has been repaid, but the amount of the
Guarantee shall be progressively reduced by the amounts repaid by the Contractor. Interest
will not be charged on the advance payment.
48.2 The Contractor is to use the advance payment only to pay for Equipment, Plant, Materials,
and mobilisation expenses required specifically for execution of the Contract. The
Contractor shall demonstrate that advance payment has been used in this way by supplying
copies of invoices or other documents to the Project Manager.
48.3 The advance payment shall be repaid by deducting proportionate amounts from payments
otherwise due to the Contractor, as specified in the SCC, following the schedule of
completed percentages of the Works on a payment basis. No account shall be taken of the
advance payment or its repayment in assessing valuations of work done, Variations, price
adjustments, Compensation Events, Bonuses, or Liquidated Damages.
49. Performance Security

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49.1 If so stated in the SCC, the Contractor shall, within twenty-eight (28) days of signing the
contract, provide a Performance Security for the performance of the Contract. The
Performance Security shall be in the amount specified in the SCC and shall be denominated in
the types and proportions of the currencies in which the Contract Price is payable.

49.2 The proceeds of the Performance Security shall be payable to the Employer as compensation
for any loss resulting from the Contractor’s failure to complete its obligations under the
Contract.

49.3 The Performance Security shall be in one of the forms stipulated by the Employer in the
SCC, or in another form acceptable to the Employer and shall be issued by a bank or surety
acceptable to the Employer.

49.4 The Performance Security shall be valid until a date 28 days from the date of issue of the
Certificate of Completion in the case of a Bank Guarantee.
50. Dayworks
50.1 If applicable, the Dayworks rates in the Contractor’s Bid shall be used for small additional
amounts of work only when the Project Manager has given written instructions in advance
for additional work to be paid for in that way.
50.2 All work to be paid for as Dayworks shall be recorded by the Contractor on forms approved
by the Project Manager. Each completed form shall be verified and signed by the Project
Manager within two days of the work being done.
50.3 The Contractor shall be paid for Dayworks subject to obtaining signed Dayworks forms.
51. Provisional Sums
51.1 Provisional sums shall only be used, in whole or in part, in accordance with the Project
Manager’s instructions, and the Contract Price shall be adjusted accordingly. The total sum
paid to the Contractor shall include only such amounts, for the work, supplies or services to
which the provisional sum relates, as the Project Manager shall have instructed.
52. Cost of Repairs
52.1 Loss or damage to the Works or Materials to be incorporated in the Works between the Start
Date and the end of the Defects Correction periods shall be remedied by the Contractor at
the Contractor’s cost if the loss or damage arises from the Contractor’s acts or omissions.
53. Force Majeure
53.1 “Force Majeure” means the exceptional event or circumstance:
a) which is beyond a party’s control,
b) which such party could not reasonably have provided against entering into Contract,
c) which having arisen, such party could not reasonably have avoided or overcome, or
d) which is not substantially attributable to the other party.
Force Majeure may include war, hostilities, invasion, act of foreign enemies, rebellion,
sabotage by persons other than Contractor’s personnel, revolution, insurrection, civil war,
riot, commotion, disorder, strike, any kind of terrorism, and natural disasters such as
earthquake, typhoon, hurricane, or volcanic activity. In any case conditions a) to d) above are
satisfied.

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E. Finishing the Contract

54. Completion
54.1 The Contractor shall request the Project Manager to issue a certificate of Completion of the
Works, and the Project Manager will do so upon deciding that the work is completed.
55. Taking Over
55.1 The Employer shall take over the Site and the Works within seven days of the Project
Manager’s issuing a certificate of Completion.
56. Final Account
56.1 The Contractor shall supply the Project Manager with a detailed account of the total amount
that the Contractor considers payable under the Contract before the end of the Defects
Liability Period. The Project Manager shall issue a Defects Liability Certificate and certify
any final payment that is due to the Contractor within 60 days of receiving the Contractor’s
account if it is correct and complete. If it is not, the Project Manager shall issue within 60
days a schedule that states the scope of the corrections or additions that are necessary. If the
Final Account is still unsatisfactory after it has been resubmitted, the Project Manager shall
decide on the amount payable to the Contractor and issue a payment certificate.
57. Operating and Maintenance Manuals
57.1 If “as built” Drawings and/or operating and maintenance manuals are required, the
Contractor shall supply them by the dates stated in the SCC.
57.2 If the Contractor does not supply the Drawings and/or manuals by the dates stated in the
SCC, or they do not receive the Project Manager’s approval, the Project Manager shall
withhold the amount stated in the SCC from payments due to the Contractor.
58. Termination

58.1 The Employer may, by not less than thirty days’ written notice of termination to the
Contractor (except in the event listed in paragraph (h) below, for which there shall be a
written notice of not less than sixty days), such notice to be given after the occurrence of any
of the events specified in Sub-Clause 58.2 that constitute fundamental breach of Contract,
terminate the Contract.

58.2 Fundamental breaches of Contract shall include, but shall not be limited to, the following:
(a) the Contractor stops work for thirty (30) days when no stoppage of work is shown on
the current Program and the stoppage has not been authorised by the Project
Manager;
(b) the Project Manager instructs the Contractor to delay the progress of the Works, and
the instruction is not withdrawn within thirty (30) days;
(c) the Employer or the Contractor is made bankrupt or goes into liquidation other than
for a reconstruction or amalgamation;
(d) a payment certified by the Project Manager is not paid by the Employer to the
Contractor within two months of the date of the Project Manager’s certificate;
(e) the Project Manager gives Notice that failure to correct a particular Defect is a
fundamental breach of Contract and the Contractor fails to correct it within a
reasonable period of time determined by the Project Manager;

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(f) the Contractor does not maintain a Security, which is required; and
(g) the rate of progress of the Works at any time during the period of the Contract is such
that the completion of the Works will, as measured against the current Program, be
delayed by the number of days for which the maximum amount of liquidated
damages can be imposed.
(h) the Procuring Entity, in its sole discretion and for any reason whatsoever, decides to
terminate the Contract.
(i) if the Contractor in the judgement of the Employer has engaged in corrupt,
fraudulent, collusive or coercive practices in competing for or in the executing the
contract.
For the purposes of this paragraph:
(a) “corrupt practice” means the offering, giving, receiving, or soliciting, directly or
indirectly, of anything of value, to influence the action of a public official in the
procurement process or in contract execution; and
(b) “fraudulent practice” is any act or omission, including a misrepresentation, that
knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial
or other benefit or to avoid an obligation;
(c) “collusive practice” is an arrangement between two or more parties designed to
achieve an improper purpose, including to influence improperly the actions of
another party;
(d) “coercive practice” is impairing or harming, or threatening to impair or harm, directly
or indirectly, any party or the property of the party to influence improperly the
actions of a party;
58.3 When either party to the Contract gives notice of a breach of Contract to the Project
Manager for a cause other than those listed under Sub-Clause 58.2 above, the Project
Manager shall decide whether the breach is fundamental or not.
58.4 Notwithstanding the above, the Employer may terminate the Contract for convenience.
58.5 If the Contract is terminated, the Contractor shall stop work immediately, make the Site safe
and secure, and leave the Site as soon as reasonably possible.
58.6 Consequent to a Force Majeure defined in Sub-clause 53.1, the Contract may be terminated
on mutual agreement by parties. In this case a notice of force majeure by a party has been
given to another party within fourteen (14) days on occurrence of a force majeure event.
Upon termination by force majeure, any outstanding payment to the Contractor shall be
recommended by the Project Manager.
59. Payment upon Termination
59.1 If the Contract is terminated because of a fundamental breach of Contract by the Contractor,
the Project Manager shall issue a certificate for the value of the work done and Materials
ordered less advance payments received up to the date of the issue of the certificate and less
the percentage to apply to the value of the work not completed, as indicated in the SCC.
Additional Liquidated Damages shall not apply. If the total amount due to the Employer
exceeds any payment due to the Contractor, the difference shall be a debt payable to the
Employer.
59.2 If the Contract is terminated for the Employer’s convenience or because of a fundamental
breach of Contract by the Employer, the Project Manager shall issue a certificate for the

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value of the work done, Materials ordered, the reasonable cost of removal of Equipment,
repatriation of the Contractor’s personnel employed solely on the Works, and the
Contractor’s costs of protecting and securing the Works, and less advance payments
received up to the date of the certificate.
60. Property
60.1 All property belonging to the Contractor shall be removed forthwith by and at the expense
of the Contractor if the Contract is terminated because of the Contractor’s default.

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