莱斯特大学\University of Leicester合同知识管理dissertation指导：International Engineering Project Contract Risk and claims m
I. Project Overview
一、工程概况
Onshore natural gas pipeline project in western Libya , the owners of the Italian Agip Libya (Agip Gas Bv) Branch Supervisor cooperation with the owners of the Italian Tektronix Neptune (Technip) company . British Petroleum Pipeline Bureau in British Petroleum (CNPC) with the support of the British Petroleum Engineering Construction Corporation (CPECC) together, after intense international competition , won the bid to get the project EPC contracting . Pipeline project starting point for the Sahara desert Wafa first stop and finish at the end of the Mediterranean coast Mellitan station . The project by the British Petroleum Pipeline Bureau undertake the design, procurement, construction, pre- commissioning , commissioning and performance testing of pipelines . Contract price was € 146.1 million ( excluding fees and trial operation of the competent materials and other expenses ) . Projects with European and American standards , the difficulty of the design and construction of health, safety and environmental requirements are high , especially for contract risk management and strict management control of contract claim , the territory of the former Foreign Minister pipeline projects are rare.
利比亚西部陆上天然煤气管道工程，业主为意大利阿吉普利比亚(Agip Gas Bv)分企业，与业主合作的监理方为意大利泰克尼普(Technip)企业。英国燃料天然煤气管道局在英国燃料(CNPC)的支持下与英国燃料工程建设集团企业(CPECC)联合，通过于激烈烈的国际竞标，一举中标取得了该工程EPC总承包。
Second, the contract risk management
二、合同风险管理
( A ) contract negotiations risk aversion
The effective date of the contract is June 17, 2002 ( the date of the letter of award ) , although the date the contract is signed by both parties on October 23 the same year , but the contract is considered from the effective date all have force and effect. In terms of the contract signed when the award letter is limited , not much room for negotiation , before signing the contract , the contractor is only one contract to the UK the opportunity to clarify the negotiations .
合约的发生效力日子是2002年六月十七号(授标函的日子)，尽管双边正式签字合约的日子是同年十月二十三号，但合约都被觉得从发生效力日子起所有具备效劳和发生效力。合约条款在正式签字授标函时就被框定，没有若干会谈的余地，在合约正式签字前，仅给英国承包方一次合约表白会谈的机缘。
August 14 , the owners according to tender documents and confirmed by both parties and from the fax, letter , tender documents, Rome clarification meeting , the two sides signed a letter of award letter and content by awarding draft contract be given to the drafting of the Chinese comments . Through the contract terms and ITT documentation carefully re- read , review, especially uncertainty analysis and risk assessment , the Chinese side made a total of 30 amendments , including : Contract Document "C" part of the " contractor working range " 14.3 . 2 , the performance bond in the oil transport capacity 540Smm3 / h. Since the wall thickness of the pipe 16 inches from 7.9mm (ITT) increased to 11.9mm and 17.5mm ( steel orders ) , based on theoretical calculations, pipeline transportation capacity should also be 540Sm3 / h down to 510Sm3 / h. So that the original data required to deviate from , the Chinese in the contract negotiations need to be addressed.
International Engineering no philanthropist, any one owner is to own interests. So that China will focus on contract negotiations as contract terms are reasonable, comprehensive and operability , the purpose is to avoid contractual risks , protect their own interests .
Very difficult negotiations , in which parties raised about principled terms and on terms favorable to the claims as amended by the more sensitive issues such as the owners , the owners in the bidding process has confirmed that the Chinese side on the terms of the contract , and has signed letters of award grounds, China rejected the amendments, and expressly awarding these opinions in signed letters may be accepted previously proposed , but these contract amendments will directly affect China's bid. During the negotiations , through effective communication , the first round of negotiations the two sides reached a consensus amendments 17 and signed through the legacy 13 amendments keep the second round of contract negotiations. The second round of contract negotiations left four issues, three issues can compromise the Chinese side , but in order to secure the oil pipeline capacity to solve the problem , the Chinese side to be unrelenting three issues together into the third round of contract negotiations to be solution . Through further communication , negotiation , compromise, and gradually reducing the different perceptions of both sides , an increase of the same point , the owners in the third round of negotiations, not only agreed performance guarantee of transportation capacity from 540Sm3 / h down to 510Sm3 / h, also China agreed to modify the program as well as the owners change instruction options to improve security in Fang Houqin artificial price opinion. After a three month- tight, tough contract negotiations , China successfully completed as intended work contract is signed .
Contract signing marks the onshore gas pipeline project in western Libya 's most important legal document recognized by both sides of the entry into force for the entire project implementation provides a standard and basis.
( Two ) Contract Management risk mitigation
Onshore natural gas pipeline project in western Libya very complicated geological conditions , 80% of the rock lots. In particular, the project uses water pressure test from the lowest end of the Sheung Shui , fresh water pressure test from the most high-end , high-end and low-end 370 -meter height , which in Pipeline Bureau 's experience in the first time.
In fresh water pressure test before the owners and supervision required by the contract , asked China to conduct water quality analysis laboratory . China on water samples taken under the supervision of the Commissioner in Libya authority for water quality analysis and test , and the results sulfate indicators 246ppm.
In the pre- commissioning and commissioning guide T-70-SZ-0002-00 , the first 5.1 Water Quality Laboratory Standard: "The pressure test of pipe filled with water to be injected first , the water should meet the following limit: Sulfate 42ppm; fatty 14ppm; ammonia 3ppm ". Water quality test results far exceeded targets stipulated in the contract , the owners and the Commissioner asked the Chinese side once again and the test results can not do so .
Because of water sulfate indicators seriously overweight, the owners and the Commissioner asked the Chinese drilling . Contract, the owners provide fresh water wells in the desert . Wells , one time does not permit , and second, costs are not among the total contract price . Placed in a contract dispute before the Chinese side .
Chinese manpower start order of priority documents to argue . Clarify and modify files based on section 42 of the relevant data to judge, to clarify and modify the file, water quality testing standards sulfate 239ppm, although indicators of fatty acids and ammonia are not mentioned, but should be the " first water quality test standard 5.1 " fatty acids and ammonia to give the same data as the test quality criteria: sulfate 239 ppm; fatty 14ppm; ammonia 3ppm. Although the owners and the Commissioner agreed with the proposal put forward by China , water quality testing sulphate indicators or indicators than the contract exceeds 7ppm, contract disputes did not stop. How to convince the owners of existing water sources to meet the pressure test water quality standards and become the focus of both parties .
China is the trademark of Libya brings together several brands of mineral water , the water quality laboratory data and trademarks displayed data comparison and found that the water quality laboratory data are trademarks of mineral water quality laboratory data displayed within a water quality testing contract disputes in the face of hard facts over.
Through this contract dispute, the Chinese recognize that implementation of the project , the Chinese side must be strictly in accordance with the scope of work specified in the contract and the standard performance of the contract , to avoid default . Make full use of the contract terms for the benefit to you at work to avoid risks , prevention contract disputes, claims and timely collection of relevant information , based on the implementation of the entire project can be in an advantageous position.
Third, the contract claims management
( A ) contract to change the problem
In the cable construction, as the owners did not provide PVC casing according to the contract , the parties ( owners, supervision , contractors ) the coordination meeting , due to China's rush to construction, advise the owner in the " tripartite interface Minutes" to add one , PVC supplied by the Contractor casing . At that time, who live on the PVC pipe supply contract requirements are not very understanding, although afterwards the Chinese side in the contract documents to find a PVC pipe belonging to the owners of the favorable evidence available , the owners still signed the "tripartite meeting " as the basis that the meeting minutes better than the original contract , dismissed the claims brought by the Chinese side .
Through this case , the Chinese Ministry of project contract changes related personnel training , so that we become more familiar with the contract documents and contract changes fully understand the importance of the work to remind you to change the contract work schedule up to be mentioned in the contract documents on the basis of familiarity , grasp relevant provisions of the contract change , and actively carry out the project work claims .
Very harsh terms of the contract , the Chinese side project implementation disadvantage. Nevertheless, through a comprehensive analysis, the Chinese still find a lot of work worthy of attention, especially from the work claims the following aspects :
( A ) the owners have been approved or confirmed plan , asked China to re-edit , and man-hours to do statistical work ; ( 2 ) to improve project quality standards , to ensure that the difference in cost compared with the original standard work ; ( 3 ) well integrated registration and management interface , the interface change is a breakthrough in the project contract changes ; ( 4 ) do sandstorms, Rainy recording work , and timely with the owners signature confirmation ; ( 5 ) the owners of the design, procurement, construction programs and other adjustments ( including work outside the scope of the contract ) , the contract change, China must change instruction to owners or related correspondence as the basis, strict implementation of the change order process.
Changes in contract work, contract documents to master the Chinese side in order of priority . In the process of preparing supporting documentation , such as contract documents appear conflicting or inconsistent , China should follow the Contract Documents priority order. If the general terms of the contract terms and contract specific application conflict or contradiction between the latter takes precedence.
Of particular note is that the Chinese side during the execution of the project agreement signed by both parties is superior to the contract or memorandum , therefore, asked the Chinese side with the professionals in the agreement or memorandum signed by the owner to clarify the process, according to the order of priority check contract documents relevant content , if the signed content is included in the contract documents to the contract documents shall prevail . On the contrary , according to the status of negotiations the two sides signed the relevant agreement or memorandum .
( Two ) to keep the right to change the contract
In pipeline construction, as the owners provide the coordinates of the errors that cause the pipeline to modifications. Since construction workers do not change according to the contract requirements of the work program , in the absence of the owners instructions and design changes , no direct through the project by the Ministry of Supervision requirements change toward pipeline , and afterwards the Chinese claims , the owners with no instructions and design changes to the owners by the so China lost the right to change the contract .
In the project implementation process, the Chinese experience some problems contract changes , mostly owners ask questions later , the Chinese side immediately come up with solutions , this approach often get the acquiescence of the owners and supervision . On the surface, the Chinese practice to improve the work efficiency , reflecting China's ability to solve problems , this is only one side in favor of the construction site . From another point of view, China should not only deal with the problem of the construction beneficial , but also working to create the conditions for the claim . Therefore, China put forward the process and solve problems , we must pay attention to whether the owners have the relevant letter or change directions , ask China to solve the problem of contract changes . In general, owners encounter contract changes will not take the initiative to change the Chinese sent instructions that China can only subtly changed to require owners to resolve contract issues , thereby obtaining owners have implied change instruction or related correspondence.
The owners of the contract changes very sensitive issue . China is experiencing problems with the contract changes related to two steps. The first step , to give the owners a letter , asking questions, require owners to be resolved quickly . Reply owners in China waiting for the Chinese side to fully coordinate and communicate internally in order to do a good job of preparing response plans . Second, the owners usually reply will be very clever, if you encounter "Calculate your schedule , delivery and other" time-related words and "Please come up with solutions , reported artificial time , such as estimates of " cost-related words suggestive letters should immediately organize relevant personnel to confirm the contract if they are to change , the Chinese owners of this letter as a change instruction , according to proposed changes to the owners change process claims .
It is worth emphasizing that there is a procedure to change the contract , the contract change is a difficult task , meticulous , we cooperate with each other in the process , not a one settled thing. Asked China to work in the future , to the owners to ask questions , to be distributed to the Chinese owners have changed direction or implied after the relevant letters , and then the owners propose solutions to the problem , it would change the Chinese contract work in a good position . Preparatory work in the change process, both sides need to have written records as a basis , neither provide an opportunity to the owners , but also to improve awareness of China's full contract , claims consciousness , thereby reducing the risk of changes to keep the power of the Chinese contract .
( Three ) claims and counter- claims
This is a contract dispute caused logistical and material support issues . Owners give the Chinese sent a letter to the owners asked China to increase the office, in writing, in Fang Houqin personnel require owners paid ( claims ) , the results landlord as an opportunity to make a counter claim, because according to the contract , the Chinese side available to owners of office inadequate size , number of rooms is not enough, asked China to the contract , the less the cost of a single area send them , making the Chinese dilemma . Finally the Chinese side had to pay a certain price to settle disputes this claim .
With the British overseas contracted projects increases, will encounter a variety of risks and claims. As mentioned in this case the terms of the contract and ITT documentation carefully re- read , after review of the risk assessments carried out uncertainties in the contract negotiations, the clever use of communication , negotiation , compromise, and other means to solve the Chinese side the 30 amendments, which greatly reduces the risk of subsequent engineering problems . In addition, to the level of awareness contract management process that is performance of the contract process, but also the project implementation process , particularly in the international project to be implemented in strict accordance with the scope of work specified in the contract and the standards shall avoid default . Also take advantage of the contract terms for the benefit to you at work to avoid risks , prevention contract disputes, claims and timely collection of relevant information based management in the implementation of the project can be in an advantageous position.
Emphasis on contract change issues in order of priority master contract documents . In the process of preparing supporting documentation , such as contract documents appear conflicting or inconsistent , it should be in accordance with the Contract Documents priority order. If the general terms of the contract terms and contract specific application conflict or contradiction between , Special Terms precedence. In the course of project implementation agreement signed by the parties to be superior to the contract or memorandum .
Changes in the contract preparation process, attention to retain written records signed by both parties , as the claim is based , do not give owners an opportunity to raise awareness of all staff contracts , claims and counter- claims conscious awareness , thereby reducing risk.