Consolidated Document number 07/VBHN-BXD detailing the Construction Contract Regulations under the Decree

DECREE

Regulations on construction contracts

Decree No. 37/2015/ND-CP dated April 22, 2015, of the Government detailing construction contracts, effective from June 15, 2015, was amended and supplemented by:

Decree No. 50/2021/ND-CP dated April 1, 2021, of the Government amending and supplementing some articles of Decree No. 37/2015/ND-CP dated April 22, 2015, of the Government detailing construction contracts, effective from April 1, 2021;

Decree No. 35/2023/ND-CP dated June 20, 2023, of the Government amending and supplementing some articles of decrees under the management of the Ministry of Construction, effective from June 20, 2023.

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Pursuant to the Law on Construction promulgated on June 18, 2014;

At the proposal of the Minister of Construction[1],

The Government promulgates this Decree detailing construction contracts.

Chapter I. GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

Article 1. This Decree details construction contracts.

2.[2] This Decree applies to organizations and individuals related to the establishment and management of implementation of construction contracts for investment projects using public investment capital, state capital outside public investment, and construction contracts between project companies under Public-Private Partnership (PPP) with construction contractors implementing packages within PPP investment projects.

Organizations and individuals may refer to the provisions of this Decree to establish and manage construction contracts for projects using other sources of capital.

Article 3. For construction contracts under projects using Official Development Assistance (ODA) funds, if international treaties to which Vietnam is a party have different provisions from those stipulated in this Decree, such provisions shall be implemented according to the international treaty.

Article 2. Interpretation of Terms

2. Self-generated and self-consumed electricity is electricity produced and consumed by an organization or individual to serve their own needs.

Article 1. A construction contract is a civil contract concluded in writing between the tenderer and the contractor to perform part or all of the work in construction investment activities.

Clause 2. The tenderer is the project owner or the representative of the project owner or the general contractor or the main contractor.

Clause 3. The contractor is the general contractor or the main contractor when the tenderer is the project owner; it is a subcontractor when the tenderer is the general contractor or the main contractor. The contractor may be a consortium of contractors.

Clause 4. General conditions of a construction contract are documents attached to the contract specifying basic rights, obligations, and relationships among parties involved in the construction contract.

Clause 5. Specific conditions of a construction contract are documents attached to the contract to further detail, supplement certain provisions of the general conditions of the construction contract.

Clause 6. Schedules of a construction contract are documents attached to the construction contract to specify in detail, clarify, amend, and supplement certain clauses of the construction contract.

Clause 7. Working days in this Decree refer to calendar days, excluding Sundays and holidays as prescribed by law.

Clause 8. Technical instructions are a set of technical requirements based on technical standards applied to works, design of construction works to guide and regulate materials, products, equipment used for construction work packages and construction, supervision, and acceptance of construction works.

Clause 9. FEED design is an overall engineering design developed according to international practices to serve as a basis for detailed design development.

Clause 10. Scope of work is defined in Clause 1, Article 12 of this Decree.

Clause 11. Main contractor is the contractor directly concluding a construction contract with the construction project owner.

Clause 12. Subcontractor is the contractor concluding a construction contract with the main contractor or the general contractor.

Clause 13. Foreign contractor is an organization established under foreign law or a foreign national participating in signing and managing the implementation of construction contracts in Vietnam. A foreign contractor can be the main contractor, general contractor, or subcontractor.

Article 3. Types of construction contracts

1. According to their nature and content, construction contracts include the following types:

a) Construction consulting contract (abbreviated as consulting contract) is a contract for performing one, several, or all consulting works in investment construction activities;

b) Construction project execution contract (abbreviated as construction execution contract) is a contract for executing the construction of projects, project components, or construction tasks according to the design of construction projects; general construction execution contract is a construction execution contract for executing all works of an investment project;

c)[3] Procurement contract for materials and equipment is a contract for purchasing and supplying materials and equipment for installation into construction projects according to technological designs; general procurement contract for materials and equipment is a contract for purchasing and supplying materials and equipment for all projects of an investment construction project;

d) Design and construction contract for construction projects (in English: Engineering - Construction, abbreviated as EC) is a contract for performing design and construction of construction projects, project components; general design and construction contract for construction projects is a contract for designing and constructing all projects of an investment construction project;

đ)[4] Design and procurement contract for materials and equipment (in English: Engineering - Procurement, abbreviated as EP) is a contract for performing design and procurement of materials and equipment for installation into construction projects according to technological designs; general design and procurement contract for materials and equipment is a contract for designing and procuring materials and equipment for all projects of an investment construction project;

e)[5] Procurement and construction contract for construction projects (in English: Procurement - Construction, abbreviated as PC) is a contract for performing procurement of materials and equipment and construction of construction projects, project components; general procurement and construction contract for construction projects is a contract for procuring materials and equipment and constructing all projects of an investment construction project;

g)[6] Design - procurement - construction contract for construction projects (abbreviated as EPC contract) is a contract for performing works from design, procurement of materials and equipment to construction of construction projects, project components and trial operation, acceptance, handover to the contractor; general EPC contract is a contract for designing, procuring materials and equipment, and constructing all projects of an investment construction project;

The EPC contract is prioritized for complex projects with high technical and technological requirements and must strictly comply with the synchronization and consistency from the design phase to the supply of equipment, construction, and technology transfer training phases. Before deciding to apply the EPC contract, the investor has the responsibility to organize an assessment of the technical and technological requirements, shortening the implementation time of the project, synchronization from the design phase, supply of equipment, construction of construction projects to the training and operation handover phase to meet the project's approved objectives and requirements and ensure the feasibility of applying the EPC contract compared to other types of contracts;

h) Turnkey contract is a construction contract for performing all works of project establishment, design, supply of technological equipment, and construction of construction projects of an investment construction project;

i) Labor, machinery, and equipment supply contract is a construction contract for providing engineers, workers (collectively referred to as labor force), machinery, and construction equipment and other necessary means to serve the construction of projects, project components, tender packages, or construction works according to the construction design;

l)[7] Simple small-scale construction contract is a construction contract for performing tender packages and having a value not exceeding the limit of small-scale tender packages as stipulated by the law on bidding, while the content of the work under the contract has simple technical characteristics that are easy to implement;

k) Other types of construction contracts.

2. According to the form of contract price, construction contracts include the following types:

a) Lump-sum contract;

b) Fixed unit price contract;

c) Adjustable unit price contract;

d) Time-based contract;

d1)[8] Cost plus fee contract;

d2)[9] Other construction contracts.

đ)[10] Combined price contract is a construction contract using a combination of the contract prices mentioned from point a to point d2 of this clause;

3. According to the relationship between the parties involved in the contract, construction contracts include the following types:

a) Main contract is a construction contract signed between the investor and the main contractor or general contractor;

b) Subcontract is a construction contract signed between the main contractor or general contractor and the subcontractor;

c) Internal assignment contract is a contract between the assigning party and the receiving party within an agency or organization;

d) Foreign element construction contract is a construction contract signed between one party being a foreign contractor and a domestic contractor or domestic investor.

Article 4. Principles for Signing Construction Contracts

In principle, signing construction contracts must comply with the provisions of Clause 2, Article 138 of the Construction Law No. 50/2014/QH13 and ensure the following principles:

1. At the time of signing the contract, the contractor must meet the conditions of professional capacity and operational capacity as stipulated by laws on construction. For joint venture contractors, the division of work volume in the joint venture agreement must be consistent with the operational capacity of each member of the joint venture. For foreign main contractors, there must be a commitment to hire domestic subcontractors to perform the works of the contract when domestic contractors meet the requirements of the tender package.

2. The project owner or its representative may sign a contract with one or more main contractors to carry out the work. If the project owner signs a contract with multiple main contractors, the contents of these contracts must ensure consistency and synchronization during the implementation of the contract's works to ensure the project's schedule, quality, and investment efficiency.

3. The general contractor or main contractor may sign a contract with one or several subcontractors, but these subcontractors must be approved by the project owner, and the subcontract agreements must be consistent and synchronized with the main contract signed with the project owner. The general contractor or main contractor shall be responsible to the project owner for the progress and quality of the contracted works, including those performed by subcontractors.

4. The contract price shall not exceed the bid price or the results of negotiations and discussions on the construction contract, except for additional work volumes outside the scope of the tender package that are permitted by the competent authority for investment decision.

5.[11] Prior to signing an EPC contract, the parties must agree on the following main contents:

a) The scope of work expected to be carried out under the EPC contract;

b) The location of construction, route direction of the project, type and grade of the project; scale, capacity, and selected product scheme, operational capacity;

c) Information about documents and data on natural conditions, geological conditions, hydrogeological, and hydrological conditions of the area where the project is being constructed;

d) Requirements for design and some initial design parameters;

đ) Technical and engineering solutions, equipment, and commercial aspects; origin of equipment and products; technical connection solutions adaptable to existing technical systems (if any);

e) Infrastructure connection solutions within and outside the project scope; fire prevention and explosion protection solutions within the EPC tender package scope;

g) Solutions regarding construction, major materials used;

h) Requirements for construction quality management, testing, trial operation, warranty, and maintenance of the project;

i) Architectural solutions, site plans, cross-sections, elevations of the project, key dimensions, and structural components of the construction project within the EPC tender package scope;

k) List and degree of application of technical standards used in design, provision of equipment, and construction of the project;

l) Technical instructions for materials, equipment, and technical services; operation procedures for individual and entire parts of the project within the EPC tender package scope;

m) Environmental protection requirements, safety assurance, fire prevention and explosion protection, and other issues;

n) Requirements related to approval procedures; quantity of types of documents and materials to be submitted to the tenderer and deadlines;

o) Implementation schedule plan and completion milestones for major works and project components and the entire project to be put into operation and use;

p) Allocation of responsibilities between the tenderer and the contractor regarding the supply of electricity, water, communication information, internal traffic, and other available services on the construction site and handling interfaces between packages within the same construction project.

Article 5. Principles for Implementing Construction Contracts

When implementing construction contracts, the parties to the contract must ensure the principles for implementing construction contracts as stipulated in Clause 3, Article 138 of the Construction Law No. 50/2014/QH13.

Article 6. Effectiveness and Legal Nature of Construction Contracts

1. A construction contract has legal effect when it meets the following conditions:

a) The participants signing the contract have full capacity to act under civil law;

b) It complies with the principles for concluding contracts as provided for in Article 4 of this Decree;

c) The form of the contract is in writing and signed by the duly authorized representatives of the parties to the contract. In cases where one party to the contract is an organization, that party must sign and affix its seal according to the provisions of the law.

2. The effective date of a construction contract is the date of signing the contract (stamped if applicable) or another specific date agreed upon by the parties in the construction contract and the contracting party has received the performance guarantee from the contractor (for contracts that provide for a performance guarantee).

3. The legal nature of construction contracts:

a) An effective construction contract is the highest legal basis on which the contracting party, the contractor, and related parties are obligated to perform;

b) An effective construction contract is the highest legal basis for resolving disputes between the parties. Disputes not resolved by the parties within the contract will be resolved based on relevant legal provisions;

c) State management agencies, supervisory bodies, funding and lending institutions, inspection, audit, and other related agencies must base their functions and duties on the content of the effective construction contract, without infringing upon the rights and legitimate interests of the parties to the contract.

Article 7. Management of Implementation of Construction Contracts

1. Within the scope of their rights and obligations, the parties need to develop plans and measures to organize implementation in accordance with the content of the signed construction contract to achieve the agreements set forth in the contract.

2. Depending on the type of construction contract, the content of managing the implementation of construction contracts includes:

a) Managing the progress of contract implementation;

b) Quality management;

c) Quantity and price management of the contract;

d) Managing labor safety, environmental protection, and fire prevention;

đ) Contract adjustment management and other contract contents.

3. The contracting party and the contractor must appoint and notify each other of the representative responsible for managing the implementation of the construction contract. The representatives of the parties must have full authority to make decisions and be responsible for their decisions within the scope of authority defined in the contract.

4. All suggestions, proposals, requests, and feedback from the parties during the management of contract implementation must be made in writing. The content of the suggestion, proposal, or request must clearly state the basis, grounds, effectiveness (if any), and the deadline for response as agreed in the contract. Upon receiving a suggestion, proposal, or request from one party, the other party must respond in writing regarding acceptance or non-acceptance within the agreed deadline in the construction contract, but no later than seven (07) working days from the date of receipt, unless otherwise agreed by the parties. If the party receiving the suggestion, proposal, or request does not resolve it within this period without providing a valid reason causing damage to the other party, they shall bear full responsibility and compensate for the damage (if any).

5. Suggestions, proposals, and requests from the parties during the management of contract implementation must be sent to the agreed transaction address or information exchange address as specified in the construction contract.

6. For matters not covered by this Decree, the parties must implement based on relevant legal provisions.

7.[12] For EPC contracts:

a) Before purchasing materials and equipment for the EPC contract, the contractor must prepare technical specifications, technology, and origin requirements to submit to the contracting party for approval before procurement if such agreement exists in the contract. The contracting party's approval does not reduce the contractor's responsibility for purchasing materials and equipment for the EPC contract. If the parties do not agree in the EPC contract, the contractor is responsible for complying with the approved design documents and the accompanying technical specifications, technology, and origin of the materials and equipment in the EPC contract.

b) The contractor may directly purchase or subcontract for the procurement of materials and equipment for the EPC contract.

Chapter II. SPECIFIC PROVISIONS

Section 1. INFORMATION, BASIS FOR CONTRACTING, CONTENT, CONTRACT DOCUMENTS, APPLICABLE LAW AND LANGUAGE USED IN CONSTRUCTION CONTRACTS

Article 8. Information on construction contracts

Information on construction contracts must be recorded in the contract, including:

1. Type of contract, contract number, tender package name, project name, construction location, and basis for signing the contract.

2. Names of the parties involved in signing the contract, representatives of the parties, registered business addresses or transaction addresses, tax codes, business registration certificates, bank account numbers, telephone numbers, fax numbers, email addresses, time and place of signing the contract, and other related information.

3. In cases where the contractor is a consortium of contractors, full information about the members of the consortium must be recorded according to Clause 2 of this Article, including clearly identifying the leading member of the consortium.

Article 9. Basis for signing construction contracts

1. The basis for signing construction contracts includes the agreed requirements for work to be performed, the results of selecting contractors, the outcomes of contract negotiations and completion, and relevant applicable legal bases.

2. For EPC, EC, and EP contracts, in addition to the bases mentioned in Clause 1 of this Article, the basis for signing the contract also includes approved feasibility study reports for investment and construction or approved front-end engineering design (FEED) reports.

3. For turnkey contracts, in addition to the bases mentioned in Clause 1 of this Article, the basis for signing the contract also includes project implementation tasks, investment policies, and approved preliminary feasibility study reports for investment and construction.

Article 10. Content of construction contracts, contract documents, and priority order of contract documents

The content of construction contracts, construction contract documents, and the priority order of accompanying documents shall be implemented in accordance with Article 141 and Article 142 of the Construction Law No. 50/2014/QH13.

Article 11. Applicable law and language used in construction contracts

1. Construction contracts must apply the legal system of the Socialist Republic of Vietnam and comply with the provisions of this Decree.

2. The language used in construction contracts is Vietnamese.

3. For construction contracts involving foreign elements, the language used is Vietnamese and the foreign language agreed upon by the parties; if no agreement can be reached, English shall be used.

Section 2. CONTENT AND QUANTITY OF WORK, QUALITY REQUIREMENTS AND IMPLEMENTATION SCHEDULE

Article 12. Content and quantity of work in construction contracts

1. The content and quantity of work in construction contracts are the contents and quantities of work that the contracting party agrees with the contractor within the scope of the contract and must be clearly agreed upon in the contract. The scope of work is determined based on tender documents or request documents, bid documents or proposal documents, negotiation minutes, and related legal documents. Depending on the specific type of construction contract, the scope of work is determined as follows:

a) For consulting construction contracts: It involves planning, preparing investment projects, designing, surveying, managing projects, managing contract execution, supervising construction, reviewing designs and estimates, and other consulting activities in investment and construction.

b) For construction execution contracts: It involves providing construction materials, labor, machinery, and equipment, and constructing projects in accordance with approved design documents.

c) For technology equipment supply contracts: It involves supplying equipment, guiding installation, usage, trial operation, operation, training, and technology transfer (if applicable) in accordance with approved design documents.

d) For EPC contracts: It involves designing, supplying materials and equipment, and constructing projects; training and guiding operation, maintenance, repair; technology transfer; unloaded and loaded trial operation; and other works in accordance with approved design documents.

đ) For turnkey contracts: The main content involves preparing investment projects, designing, supplying equipment, and constructing projects; training and guiding operation, maintenance, upkeep, repair; technology transfer; unloaded and loaded trial operation; handing over projects ready for operation to the contracting party; and other works in accordance with approved projects.

2. Adjustments to the quantity of work in the contract shall be carried out in accordance with Article 37 of this Decree.

Article 13. Requirements for product quality and acceptance, delivery of construction contracts

1. Product quality requirements of construction contracts:

a) The quality of products under construction contracts must meet the requirements stipulated in the contract and comply with the quality requirements prescribed by law. The parties to the contract must agree on standards and technical specifications (national standards and technical regulations) applicable to the products of the construction contract within the contract.

b) For imported equipment and goods, in addition to the provisions at Point a of this Clause, the origin and place of manufacture must also be specified.

2. Acceptance and delivery of completed works:

a) Agreements on the procedures for acceptance and delivery between the parties to the contract must comply with the legal provisions on construction project quality management.

b) Works to be accepted and delivered; bases for acceptance and delivery; procedures, timing for acceptance and delivery of completed works; personnel participating in acceptance and delivery; inspection forms and documents; provisions regarding signatures, minutes, and documents for acceptance and delivery must conform to legal regulations and be agreed upon in the contract.

c) The parties may only accept and deliver products that meet the quality requirements stipulated in Clause 1 of this Article.

d) For works that must be inspected before transferring to other works according to contractual requirements, the contractor must notify the client in advance to inspect in accordance with legal provisions on construction project quality management.

đ) For defective products (not meeting contract requirements), they must be repaired; if repair is not possible, they must be removed. The party causing the defect shall bear all costs related to repair, re-inspection, and other costs associated with rectifying the defect, as well as the contract performance schedule.

Article 14. Timeframe and progress of construction contract implementation

1. The timeframe for contract implementation runs from the date the contract becomes effective until both parties have fulfilled their obligations under the signed construction contract.

2. The contractor is responsible for preparing a detailed implementation schedule for submission to the client for approval as a basis for implementation.

3. The implementation schedule must reflect key completion and delivery milestones for major works and products.

4. For large-scale construction contracts with long implementation periods, the construction schedule can be prepared for each phase.

5. For supply contracts, the supply schedule must reflect delivery milestones, including the quantity and type of equipment for each delivery batch.

6. For EPC contracts and turnkey contracts, in addition to the construction schedule for each phase, schedules for each type of work (project preparation, design, equipment supply, and construction) must also be established.

7. Accelerating the implementation schedule based on ensuring the quality of contract products is encouraged. If accelerating the schedule yields higher benefits for the project, the contractor may be eligible for rewards as stipulated in the contract.

8. Adjustments to the contract schedule shall be carried out in accordance with Article 39 of this Decree.

Mục 3. CONTRACT PRICES, ADVANCES, PAYMENTS, SETTLEMENTS AND TERMINATION OF CONSTRUCTION CONTRACTS

Article 15. Contract Prices for Construction Contracts and Conditions for Application

1. The contract price for construction contracts is the amount of funds that the tendering party commits to pay to the contractor to perform the work according to the requirements on volume, quality, progress, payment conditions, advance payments under the contract and other requirements agreed upon in the construction contract.

2. In construction contracts, the parties must clearly specify the contents of all cost items, taxes, and fees (if any) included and not included in the contract price; adjusted contract prices must be consistent with the type of contract and pricing form and must be agreed upon in the contract. For construction contracts where the parties agree to make payments in multiple currencies, the corresponding contract prices for each currency must be specifically stated.

3. The contract price for construction contracts has the following forms:

a) A lump-sum contract price is a fixed contract price throughout the entire contract execution period for the scope of work covered by the signed contract, except in cases of force majeure and changes in the scope of work to be performed.

b) A fixed unit price contract is determined based on a fixed unit price for each item of work multiplied by the corresponding volume of work. The fixed unit price does not change during the contract execution period, except in cases of force majeure.

c) An adjustable unit price contract is determined based on an adjusted unit price due to inflation, as stipulated in the contract, multiplied by the corresponding volume of work subject to price adjustment. The method for adjusting the unit price due to inflation is carried out in accordance with Clause 3 and Clause 4, Article 38 of this Decree.

d) A time-based contract price is determined based on the remuneration level for experts, additional costs outside the remuneration for experts, and working hours (volume) calculated monthly, weekly, daily, or hourly.

- The remuneration for experts is the cost for experts, determined based on the salary for experts and related costs agreed upon by the parties in the contract multiplied by the actual working time (monthly, weekly, daily, or hourly).

- Additional costs outside the remuneration for experts include travel expenses, office operating costs, and other reasonable costs.

d1)[13] A cost-plus contract price is a contract price that cannot be determined at the time of signing the contract, and the parties only agree on management costs, common costs, and profit due to insufficient basis to determine the scope of work and direct costs to perform the contract's tasks.

The level of management costs, common costs, and profit is agreed upon by the parties as a percentage or a specific value based on the actual reasonable and necessary direct costs required to perform the contract's tasks confirmed by the parties.

The level of management costs, common costs, and profit can be fixed or variable (increasing or decreasing with or without maximum and minimum limits), depending on the actual direct costs agreed upon by the parties in the contract to ensure the interests of both parties.

e) A combined contract price is a type of contract price that combines the types of contract prices mentioned from Point a to Point d of this Clause, suitable for the characteristics of each type of work in the contract.

4. The contract price for construction contracts is determined based on the bid price or the results of negotiations and discussions between the parties regarding the construction contract.

5. The conditions for applying different types of contract prices for construction contracts are specified as follows:

a) For lump-sum contracts:

A lump-sum contract price is applied to tender packages at the time of selecting contractors and negotiating and signing contracts when the conditions are sufficient to clearly define the volume and unit price to perform the work according to the requirements of the construction contract or in some cases where the volume and unit price cannot be clearly defined (such as EC, EP, PC, EPC contracts, and turnkey contracts), but the parties involved in the contract have the capability and experience to calculate and determine the lump-sum contract price.

When applying a lump-sum contract price, the tender package price and contract price must fully consider risk factors related to the contract price, such as volume risks and inflation during the contract execution period, and each party must bear responsibility for their own risks.

b) For fixed unit price contracts:

A fixed unit price contract is applied to tender packages at the time of selecting contractors and negotiating and signing contracts when the conditions are sufficient to clearly define the unit price to perform the work according to the requirements of the construction contract, but the exact volume of work cannot be accurately determined. At this point, the unit price for each item of work under the contract must fully consider risk factors related to the contract price, such as inflation during the contract execution period, and each party must bear responsibility for their own risks. At this point, the tender package price and contract price must anticipate contingency costs for inflation and volume factors.

c) For adjustable unit price contracts: Applied to tender packages at the time of selecting contractors and negotiating and signing contracts when the parties involved in the contract do not have sufficient conditions to clearly define the volume, unit price, and risk factors related to the contract price, such as inflation during the contract execution period. At this point, the tender package price and contract price must anticipate contingency costs for inflation and volume factors.

d) Time-based contract prices are typically applied to certain construction contracts involving advisory services in investment construction activities. Construction advisory contracts apply all types of contract prices stipulated in this Decree.

d1)[14] For cost-plus contracts

A cost-plus contract price is only applicable to tender packages where, at the time of signing the contract, the parties do not have sufficient basis to determine the scope of work, the necessary requirements for material usage, labor, machinery, and equipment needed to perform the anticipated tasks of the contract.

Article 16. Guarantee for the Performance of Construction Contracts

1. Guarantee for the performance of construction contracts is the contractor's undertaking to implement one of the measures such as depositing a security deposit, securing a guarantee, or providing a bank guarantee to ensure the fulfillment of their obligations during the contract period; it encourages the application of the bank guarantee form.

2. The guarantee for the performance of the contract must be submitted to the employer before the contract becomes effective according to the agreement of both parties on the value, currency, and method of guarantee; based on a model accepted by the employer and must remain valid until the contractor has fulfilled all contractual obligations or after the employer has received the warranty guarantee for construction works and equipment supply contracts. For consultancy construction contracts, internal subcontracting contracts, construction contracts under target programs implemented by households, and self-execution construction contracts, the guarantee for the performance of construction contracts is not mandatory.

3. In cases where the contractor is a joint venture, each member must submit the guarantee for the performance of the contract to the employer, with the amount of guarantee corresponding to the value of the contract that each member undertakes. If the joint venture agrees that the lead contractor will submit the guarantee for the performance of the contract, then the lead contractor submits the guarantee to the employer, and each member submits the guarantee for the performance of the contract to the lead contractor corresponding to the value of the contract they undertake.

4. The value of the guarantee for the performance of the contract and the method of guarantee must be stipulated in the tender documents or request for proposal. The level of the guarantee for the performance of the contract is determined within the range of 2% to 10% of the construction contract price; in cases where high risks need to be prevented, the value of the guarantee for the performance of the contract may be higher but not exceeding 30% of the contract price and must be approved by the Investment Authority.

5. The contractor shall not be entitled to reclaim the guarantee for the performance of the contract in cases where they refuse to perform the contract after it becomes effective and other breaches specified in the contract.

6. The employer must refund the guarantee for the performance of the contract to the contractor after the contractor has completed all contractual obligations or has transferred to the warranty obligation and the employer has received the warranty guarantee for construction works and equipment supply contracts.

Article 17. Payment Guarantee for Construction Contracts

1. Payment guarantee for construction contracts is the employer's implementation of measures to demonstrate the ability to fulfill payment obligations under the signed construction contract through forms such as approved funding plans, bank guarantees, credit supply contracts, or financing agreements with financial institutions.

2. Before signing the construction contract, the employer must have a payment guarantee commensurate with the agreed payment schedule in the contract. It strictly prohibits the employer from signing a construction contract without a funding plan to make payments as agreed in the contract, except for emergency construction projects.

Article 18. Advance Payment under Construction Contracts

1. Advance payment under construction contracts is the amount of funds that the tendering party advances interest-free to the contractor for necessary preparatory works before implementing the tasks according to the contract.

2. The advance payment under the contract may only be implemented after the construction contract becomes effective. Specifically, for construction work contracts, there must also be a land clearance plan in accordance with the agreement in the contract, and the tendering party has received the advance payment guarantee (if any) corresponding to the value of each type of currency agreed upon by both parties.

3.[15] The level of advance payment, number of advance payments, time of advance payment, and the level of recovery of advance payment through each payment must be clearly recorded in the bidding documents, request documents, or in the draft construction contract sent to the contractor for the contractor to calculate the bid price and proposed price, and must be specifically agreed upon by both parties and recorded in the contract in accordance with the provisions of the law, consistent with the progress of implementing the contract.

4. Advance Payment Guarantee:

a) For construction contracts where the advance payment exceeds VND 1 billion, before the tendering party implements the advance payment to the contractor, the contractor must submit to the tendering party an advance payment guarantee equivalent in value and currency to the advance payment amount. There is no obligation to provide an advance payment guarantee for construction contracts where the advance payment does not exceed VND 1 billion and self-execution construction contracts including those carried out by community residents under target programs.

a1)[16] For simple contracts with small scale, the investor shall consider and decide on the implementation of advance payment guarantees in a manner appropriate to the nature of the contract and reduce unnecessary procedures.

b) In cases where the contractor is a consortium of contractors, each member of the consortium must submit to the tendering party an advance payment guarantee equivalent to the advance payment amount for each member, except when the members of the consortium agree for the lead contractor to submit the advance payment guarantee to the tendering party.

The validity period of the advance payment guarantee must be extended until the tendering party has recovered all the advance payment amounts. The value of the advance payment guarantee will be reduced proportionally with the amount of advance payment recovered through each payment between the parties.

5. The level of advance payment under the contract shall not exceed 30% of the contract value at the time of signing (including contingency if any). If a higher advance payment is required, it must be approved by the investment decision-maker. For projects where the investment decision-maker is the Prime Minister, the decision on a higher advance payment level is made by the Minister, Head of a ministerial-level agency, or Chairman of the People's Committee of a province; the minimum advance payment level is specified as follows:[17]

a) For consulting contracts:

- 15% of the contract price for contracts valued over VND 10 billion.

- 20% of the contract price for contracts valued up to VND 10 billion.

b) For construction project contracts:

- 10% of the contract price for contracts valued over VND 50 billion.

- 15% of the contract price for contracts valued from VND 10 billion to VND 50 billion.

- 20% of the contract price for contracts valued below VND 10 billion.

c) For equipment supply contracts, EPC, EC, EP, PC contracts, turnkey contracts, and other types of construction contracts: 10% of the contract price.

d) Where the parties agree on an advance payment level higher than the minimum advance payment levels specified in Points a, b, and c of this Clause, the portion of the contract value corresponding to the advance payment exceeding the minimum advance payment level shall not be subject to price adjustment from the date of advance payment.

e) The advance payment shall be gradually recovered through each payment, with the recovery level for each payment agreed upon by both parties and recorded in the contract, but ensuring that the advance payment is fully recovered when the payment value reaches 80% of the signed contract price.

5a.[18] For simple contracts with small scale, the advance payment or non-payment thereof shall be considered and agreed upon by the tendering party and the contractor based on the contractor's proposal, ensuring compliance with the requirements of the tender package and reducing unnecessary procedures.

6. The contractor must use the advance payment for construction contracts for its intended purpose, for the intended recipient, and effectively. Strictly prohibit advance payment that is not used or used for purposes other than those stipulated in the signed construction contract.

7. For the production of large-value components, semi-finished products, and materials that need to be stockpiled seasonally, the tendering party and the contractor shall agree on the advance payment plan and level to ensure the progress of contract implementation.

Article 19. Payment for Construction Contracts

1. Payment for construction contracts must be consistent with the type of contract, contract price, and conditions agreed upon by the parties. When payments are made according to the agreements in the contract, the parties do not need to sign supplementary contract appendices, except in cases where additional work not included in the contract is added.

2. The parties shall agree in the contract on the number of payments, payment stages, payment dates, payment deadlines, payment documentation, and payment conditions.

3. The tendering party must pay the full value (100%) of each payment to the contractor after deducting advance payments and retention money for the project as stipulated in the contract, unless otherwise agreed by the parties.

4. In cases where the payment period does not meet the conditions for payment as prescribed by the contract (lack of data to adjust prices, insufficient time to determine product quality, etc.), provisional payments may be made. Once the conditions for determining the payment value are met, the tendering party must make payment to the contractor in accordance with the provisions of Clause 3 of this Article.

5. For lump-sum contracts: Payments shall be made based on a percentage of the contract price or the project price, component price, or volume of work corresponding to the payment stages agreed upon by the parties in the contract, without requiring detailed confirmation of completed volumes when making payments.

6. For fixed unit price contracts and adjustable unit price contracts: Payments shall be made based on the actual volume of work completed (including increases or decreases, if any), accepted at each payment stage, and the unit price in the contract or the adjusted unit price in accordance with the agreements in the contract.

7. For time-based contracts, payment shall be governed as follows:

a) The cost for experts shall be determined based on the salary level for experts and related costs agreed upon by the parties in the contract multiplied by the actual working time accepted (by month, week, day, hour).

b) Other expenses outside the remuneration for experts shall be paid according to the payment method specified in the contract.

8. For combined price contracts, payment shall be carried out in accordance with the provisions regarding payment for construction contracts from Clause 5, 6, and 7 of this Article.

9. Payment for additional quantities (outside the contract) that do not have unit prices in the contract shall be implemented according to the contract agreements or supplementary contract agreements that the parties have agreed upon before implementation and must comply with relevant legal regulations.

10. The payment deadline agreed upon by the parties in the contract must be appropriate to the scale and nature of each contract. The payment deadline shall not exceed fourteen working days from the date the tendering party receives complete and valid payment documents as stipulated in the contract and shall be specifically defined as follows:

a) Within seven (07) working days from the date of receiving complete and valid payment request documents from the contractor, the tendering party must complete all procedures and transfer the payment request to the bank or State Treasury for payment processing.

b) Within seven (07) working days from the date of receiving complete and valid payment documents from the tendering party, the bank or State Treasury serving the payment must transfer the full value of that payment to the contractor.

c) For construction contracts under projects using ODA funds or foreign credit organization loans, the payment deadline shall be implemented according to the provisions of international treaties. When agreeing on the payment deadline, the parties must base their agreement on the provisions of international treaties and the investment capital payment process as stipulated by law to ensure compliance in the contract.

11. It is strictly prohibited for the tendering party to fail to make full payment or to make payment late according to the agreements in the contract to the contractor.

Article 20. Payment Documents for Construction Contracts

1. Payment documents for construction contracts shall be prepared by the contractor in accordance with each type of construction contract, contract price, and agreements within the contract. The payment documents (including forms) must be clearly stated in the construction contract and must be confirmed by the principal. Payment documents for construction contracts include the following main documents:

a) For lump-sum contracts:

- A certificate of quantity acceptance for completed works during the payment period, confirmed by representatives of the principal or consultants (if any) and the contractor's representative; this certificate confirms the completion of the project, project components, or work quantities consistent with the scope of work required to be performed according to the design (for construction contracts) or consulting tasks (for consulting contracts) without the need for detailed confirmation of completed quantities;

- A table calculating the value of additional works outside the scope of the signed contract, confirmed by representatives of the principal or consultants (if any) and the contractor's representative;

- The contractor's payment request should include the following contents: Value of completed quantities according to the contract, value of additional works (if any), deduction of advance payments, proposed payment value after offsetting these items, confirmed by representatives of the principal and the contractor;

b) For fixed unit price contracts:

- A certificate of actual quantity acceptance (increased or decreased compared to the quantity under the contract) during the payment period, confirmed by representatives of the principal or consultants (if any) and the contractor's representative;

- A table calculating the value of works without unit prices in the contract (if any), including both quantities and unit prices for these works, confirmed by representatives of the principal or consultants (if any) and the contractor's representative;

- The contractor's payment request should include the following contents: Value of completed quantities according to the contract, value of additional works (if any), deduction of advance payments, proposed payment value after offsetting these items, confirmed by representatives of the principal and the contractor;

c) For contracts based on adjusted unit prices:

- A certificate of actual quantity acceptance (increased or decreased compared to the quantity under the contract) during the payment period, confirmed by representatives of the principal or consultants (if any) and the contractor's representative;

- A table calculating the adjusted unit price due to inflation (also called the payment unit price) in accordance with the agreement in the contract, confirmed by representatives of the principal or consultants (if any) and the contractor's representative;

- A table calculating the value of works without unit prices in the contract (if any), including both quantities and unit prices for these works, confirmed by representatives of the principal or consultants (if any) and the contractor's representative;

- The contractor's payment request should include the following contents: Value of completed quantities according to the contract, value of additional works (if any), deduction of advance payments, proposed payment value after offsetting these items, confirmed by representatives of the principal and the contractor;

d) For time-based contracts:

- A certificate of actual working hours acceptance or a timesheet (monthly, weekly, daily, hourly) corresponding to the results of the work during the payment period, confirmed by representatives of the principal or consultants (if any) and the contractor's representative. In cases where additional work requires the supplementation of experts not covered by the contract, the parties must agree on and unify the remuneration before implementation. At that time, the payment documents must include a table calculating the value of additional works (if any) outside the scope of work required to be performed according to the contract and confirmed by representatives of the principal or consultants (if any) and the contractor;

- The contractor's payment request should include the following contents: Value of completion according to the contract, value of additional works (if any), deduction of advance payments, proposed payment value after offsetting these items, confirmed by representatives of the principal and the contractor;

đ) For construction contracts involving equipment supply work, the completed quantity may be based on invoices, supporting documents, bills of lading, certificates of equipment acceptance and handover, and other related documents;

e) For construction contracts involving consulting work where it is difficult to determine the completed quantity (the completed quantity is only relative), the completed quantity is determined based on documents, materials, or products completed by the contractor and confirmed by the principal as appropriate to the payment phase agreed upon in the contract;

2. For combined price contracts, payment documents for each type of work under the contract shall be carried out in accordance with the relevant provisions set forth in Clause 1 of this Article;

3. When agreeing on payment documents for contracts, the parties must base their agreement on the scale, nature, and funding source of the contract to specifically agree on the necessary documents among the main documents prescribed in Clause 1 of this Article;

4. In addition to the main documents specified in Clause 1 of this Article, for construction contracts using ODA funds or foreign bank loans, payment documents must also comply with the provisions of international treaties;

5. It is strictly prohibited for the principal, relevant agencies, organizations, or individuals involved in contract payments to propose requirements for payment documents contrary to the contract agreement and the provisions of this Decree, thereby hindering payment in accordance with the effective contract agreement.

Article 21. Currency and Payment Forms for Construction Contracts

1. The currency used in payment for construction contracts shall be the Vietnamese Dong; in cases where foreign currency is used for payment, it shall be agreed upon by the parties to the contract but must not contravene the provisions of the Law on Foreign Exchange.

2. In a construction contract where certain works require payment in different currencies, the parties must clearly agree on this in the contract while ensuring that the payment currency is appropriate to the requirements of the tender documents or request documents.

3. Payment forms may include cash, bank transfer, and other forms agreed upon by the parties in compliance with the law and must be recorded in the contract.

Article 22. Settlement of Construction Contracts

1. Contract settlement is the process of determining the final total value of a construction contract that the contracting party is responsible for paying to the contractor when the contractor completes all work as agreed in the contract.

2. The settlement dossier for the contract shall be prepared by the contractor in accordance with each type of contract and contract price. The contents of the settlement dossier for construction contracts must comply with the agreements in the contract, including the following documents:

a) Completion acceptance record for all works within the scope of the contract and additional works outside the scope of the contract.

b) Calculation table of the final settlement value of the construction contract (referred to as A-B settlement), specifying the value of completed works according to the contract; the value of additional works (if any) outside the scope of the signed contract, the amount already paid or temporarily paid, and the remaining amount that the contracting party is responsible for paying to the contractor.

c) Completion documents, construction project progress logs for contracts involving construction works.

d) Other documents as agreed in the contract.

3.[19] The time limit for settling construction contracts shall be implemented in accordance with the provisions of Clause 2, Article 147 of the Construction Law No. 50/2014/QH13 amended and supplemented in accordance with Point c, Clause 64, Article 1 of Law No. 62/2020/QH14 amending and supplementing some articles of the Construction Law.

Article 23. Liquidation of Construction Contracts[20]

The liquidation of construction contracts shall be carried out in accordance with the provisions of Clause 3, Article 147 of the Construction Law No. 50/2014/QH13 and Clause 4, Article 147 of the Construction Law No. 50/2014/QH13 amended and supplemented in accordance with Point c, Clause 64, Article 1 of Law No. 62/2020/QH14 amending and supplementing some articles of the Construction Law.

Section 4. RIGHTS AND OBLIGATIONS OF THE PARTIES TO CONSTRUCTION CONTRACTS

Article 24. Common Rights and Obligations of the Contracting Party and the Contractor

1. The rights and obligations of the parties to the construction contract shall be agreed upon in the contract and must comply with the principles set forth in the law.

2. The contracting party and the contractor must notify the other party in writing about the rights and responsibilities of their representatives managing the implementation of the contract. When the parties change their representatives managing the implementation of the contract, they must notify the other party in writing. Specifically, if the contractor changes its representative managing the implementation of the contract or key personnel, such changes must be approved by the contracting party.

3. In cases where the contractor is a corporation or holding company implementing a construction contract, it may directly assign the work to its subsidiaries provided that transparency and fairness are ensured, the capacity of each subsidiary is appropriate, and such assignment is approved by the contracting party beforehand.

4. Depending on the specific type of construction contract, the rights and obligations of the contracting party and the contractor are further detailed from Article 25 to Article 34 of this Decree.

Article 25. Rights and Obligations of the Consulting Contracting Party

1. Rights of the Consulting Contracting Party:

a) The right to own and use the consulting product according to the contract.

b) Refuse to accept the consulting product that does not meet the quality requirements stipulated in the contract.

c) Inspect the quality of work performed by the contractor party but shall not hinder the normal operation of the contractor party.

d) Other rights as prescribed by law.

2. Obligations of the Consulting Contracting Party:

a) Provide information about job requirements, documents, payment guarantees, and necessary means for performing the work as agreed upon in the contract (if applicable).

b) Ensure copyright for the consulting products with copyright as stipulated in the contract.

c) Resolve complaints from the contractor party within the authority during the implementation of the contract in accordance with the deadlines agreed upon by both parties in the contract.

d) Pay the contractor party fully according to the agreed payment schedule in the contract.

đ) Other obligations as prescribed by law.

Article 26. Rights and Obligations of the Consulting Contractor Party

1. Rights of the Consulting Contractor Party:

a) Request the contracting party to provide relevant information, documents, and working tools as agreed upon in the contract (if applicable).

b) Propose changes to the conditions of providing consulting services for the benefit of the contracting party or when discovering factors affecting the quality of the consulting product.

c) Refuse to perform unreasonable work outside the scope of the contract and illegal requests from the contracting party.

d) Be guaranteed copyright according to the law (for consulting products with copyright).

đ) Other rights as prescribed by law.

2. Obligations of the Consulting Contractor Party:

a) Complete the work on time and to the quality standards agreed upon in the contract.

b) For design contracts: Participate in the acceptance of construction works together with the project owner in accordance with the laws on construction quality management, supervise the author, and respond to contents related to the design documents as requested by the contracting party.

c) Safeguard and return to the contracting party the documents and working tools provided by the contracting party after completing the work (if applicable).

d) Immediately notify the contracting party in writing about incomplete information, documents, and working tools that do not ensure the quality required to complete the work.

đ) Maintain confidentiality regarding information related to consulting services as stipulated in the contract or by law.

e) Other obligations as prescribed by law.

Article 27. Rights and Obligations of the Construction Contracting Party

1. Rights of the Construction Contracting Party:

a) Temporarily suspend construction and request rectification of consequences when the contractor party violates regulations concerning construction quality, labor safety, environmental protection, and fire prevention.

b) Inspect the quality of work performance and manufacturing facilities of the contractor party but shall not hinder the normal operation of the contractor party.

c) Other rights as prescribed by law;

2. Obligations of the Construction Contracting Party:

a) If the contracting party is the project owner, it must apply for a construction permit as prescribed.

b) Hand over the entire or part of the construction site to the contractor party for management and use in accordance with the progress and agreements of the contract.

c) Appoint and notify in writing the main personnel participating in managing the contract implementation to the contractor party.

d) Timely provide design documents and related materials, means, machines, and equipment as agreed upon in the contract (if applicable) and as prescribed by relevant laws.

d) Pay the contractor party according to the payment schedule in the contract.

e) Organize supervision of construction work.

g) Inspect the measures for ensuring labor safety, environmental protection, and fire prevention implemented by the contractor party.

h) Acceptance, payment, and settlement of the contract in accordance with the deadlines prescribed.

i) In case of hiring organizations or individuals to provide consulting services, clearly define the tasks and authorities of the consultant in managing the contract implementation and inform the contractor party.

k) Examine and promptly approve in writing proposals related to design and construction from the contractor party during the construction process.

l) Other obligations as prescribed by law.

Article 28. Rights and Obligations of the Contractor for Construction Works

1. Rights of the Contractor for Construction Works:

a) The right to propose to the Tenderer on additional quantities outside the contract; refuse to perform works outside the scope of the contract without prior agreement of both parties and any unlawful requests from the Tenderer.

b) The right to change construction methods after obtaining approval from the Tenderer to accelerate progress, ensure quality, safety, and efficiency of the project based on the signed contract price.

c) The right to request the Tenderer to pay interest on late payments according to the agreement in the contract; the right to claim compensation for damages caused by the Tenderer's delay in handing over the site and other losses due to the Tenderer's fault.

d) Other rights as prescribed by relevant laws.

2. Obligations of the Contractor for Construction Works:

a) To provide sufficient manpower, materials, machinery, equipment, and related material conditions as stipulated in the contract; design construction drawings (if the Contractor is responsible for designing construction drawings) to carry out the work as agreed in the signed contract.

b) To accept and manage the construction site, preserve the foundation points, benchmarks, and boundary markers of the project.

c) To construct in accordance with the design, technical instructions, standards, and regulations, ensuring quality, progress, safety, environmental protection, and fire prevention.

d) To keep a construction diary for the project.

đ) To test materials and inspect equipment and construction products according to the State's regulations on construction project quality management, technical instructions, standards, and construction regulations.

e) To manage workers on-site, ensuring safety, security, and order, and not affecting surrounding residential areas.

g) To establish construction organization measures, completion files, and participate in project acceptance.

h) To be responsible for the quality of construction work undertaken. To repair errors in the project for work performed by themselves.

i) To cooperate with other contractors working on the same site.

k) To regularly report to the Tenderer on construction progress, manpower, and main equipment for construction work.

l) To remove materials, machinery, equipment, and other assets from the site within the specified period after the project has been accepted and handed over or the contract terminated as stipulated in Article 41 of this Decree, except where otherwise agreed in the contract.

m) To return the site as agreed in the contract.

n) To maintain confidentiality regarding information related to the contract or as required by law.

o) Other obligations as prescribed by law.

Article 29. Rights and Obligations of the Tenderer for Supplying Technological Equipment

1. To provide necessary information, documents, and installation sites for the Contractor.

2. To cooperate with the Contractor during training, technology transfer, installation guidance, usage, and operation.

3. To refuse acceptance and have the right not to take delivery of technological equipment that does not conform to the quantity, quality, type, and origin agreed upon in the contract.

4. If the Tenderer designs technology for the Contractor, the Tenderer shall bear full responsibility for the quality and intellectual property rights of such design.

5. Other rights and obligations as prescribed by law.

Article 30. Rights and Obligations of the Contractor Providing Technology Equipment

1. Deliver technology equipment to the Employer in accordance with the agreement in the contract regarding quantity, quality, location, time, packaging method, storage, origin, and other agreements in the contract.

2. Provide the Employer with all necessary information about the technology equipment; guide installation, usage, operation, storage, maintenance of the technology equipment; train management staff and operators to use the works (if agreed upon in the contract).

3. Jointly operate trial runs of the technology equipment with the Employer.

4. Regarding intellectual property rights for technology equipment:

a) The technology equipment provided by the Contractor must ensure intellectual property rights. The Contractor shall not provide technology equipment that infringes on intellectual property rights. The Contractor shall bear full responsibility in case of disputes related to intellectual property rights for the technology equipment already supplied;

b) In cases where the technology equipment is manufactured according to designs or data provided by the Employer, the Contractor shall not be responsible for complaints related to intellectual property rights violations arising from such technology equipment;

c) The parties involved in signing the contract shall be responsible if they fail to immediately inform the other party of third-party complaints regarding intellectual property rights for the technology equipment once they become aware or should have become aware of such complaints.

5. Other rights and obligations as prescribed by law.

Article 31. Rights and Obligations of the EPC Employer

1. Rights of the EPC Employer:

a) Refuse acceptance of products that do not meet the quality requirements stipulated in the contract; refuse acceptance of technology equipment that does not conform to the agreement in the contract regarding quantity, quality, type, origin, and products violating intellectual property rights.

b) Inspect the performance of tasks by the Contractor according to the contents of the signed contract but shall not obstruct the normal operations of the Contractor.

c) Temporarily suspend the execution of work under the contract and request rectification of consequences when discovering that the Contractor performs work in violation of the contents agreed upon in the contract or national regulations.

d) Request the Contractor to hand over relevant documents and materials related to the contract's products according to the contents of the signed contract.

đ) Review and approve lists of sub-contractors meeting the required qualifications not included in the EPC contract upon the Contractor's proposal.

e) Other rights as prescribed by law.

2. Obligations of the EPC Employer:

a) Pay the Contractor according to the payment schedule agreed upon in the contract.

b) Notify the Contractor in writing of the main personnel participating in managing and implementing the contract.

c) Provide the Contractor with information, documents, and necessary means to perform the work (if agreed upon in the contract).

d)[21] For EPC contracts established through the selection of EPC contractors immediately after the basic design is approved: Timely inspect, review, approve or submit to the competent authority for review and approval of designs implemented after the basic design has been decided by the investment decision-maker when approving the project in accordance with the law, excluding construction budgets of projects and project components within the scope of the EPC contract.

For EPC contracts established through the selection of EPC contractors immediately after the FEED design is approved: Timely inspect, review, approve or submit to the competent authority for review and approval of designs implemented after the FEED design has been decided by the investment decision-maker when approving the project in accordance with the law, excluding construction budgets of projects and project components within the scope of the EPC contract.

đ) Apply for construction permits as prescribed, deliver a clean site to the Contractor according to the contract implementation schedule.

e) Supervise the performance of work according to the contents of the signed contract; inspect measures ensuring labor safety, environmental protection, fire prevention and control as prescribed.

g) Agree with the Contractor on tender documents for purchasing technology equipment (if agreed upon in the contract).

h) Acceptance, payment, and settlement of the contract in accordance with the deadlines prescribed.

i) Ensure copyright for advisory products under the contract.

k) Organize training for management staff and operators to use the works.

l) Other obligations as prescribed by law.

Article 32. Rights and Obligations of the EPC Contract Contractor

1. Rights of the EPC Contract Contractor:

a) Request the tendering party to provide information, documents, and working tools (if agreed upon in the contract) related to the work under the signed contract.

b) Propose to the tendering party regarding works arising outside the scope of the contract; refuse to perform works outside the scope of the signed contract without mutual agreement or requests from the tendering party that contravene the law.

c) Organize and manage the implementation of works according to the content of the signed contract.

d) Other rights as prescribed by law.

2. Obligations of the EPC Contract Contractor:

a) Provide sufficient manpower, materials, machinery, equipment, and other necessary means to carry out the works under the contract.

b) Accept, manage, store, and hand over again the documents and working tools provided by the tendering party (if agreed upon in the contract).

c) Notify the tendering party about incomplete information, insufficient documents, and inadequate working tools affecting the performance of the work under the signed contract.

d) Maintain confidentiality of information related to the contract in accordance with the agreement in the contract or as prescribed by law.

e) Perform the work under the contract ensuring safety, quality, timely progress, and other agreements stipulated in the contract.

e)[22] For EPC contracts established through the selection of EPC contractors immediately after the basic design is approved: Develop subsequent designs implemented after the approved basic design by the investment decision-maker when approving the project, consistent with the approved basic design, excluding construction cost estimates for individual projects within the scope of the EPC contract.

In cases where EPC contracts are established through the selection of EPC contractors immediately after the FEED design is approved: Develop subsequent designs implemented after the approved FEED design by the investment decision-maker when approving the project, consistent with the approved FEED design, excluding construction cost estimates for individual projects within the scope of the EPC contract.

f) Organize procurement, manufacturing, and supply of technological equipment meeting the requirements and progress of the contract; select subcontractors (if any) through bidding or direct assignment for approval by the project owner; agree and unify with the project owner on the content of the tender documents for procurement of technological equipment (if agreed upon in the contract).

g) Organize training for management staff and workers to operate and use the facility, transfer technology and accompanying technical services (if agreed upon in the contract).

h) Carry out testing, calibration, synchronized trial operation of the facility, and hand over the completed facility to the tendering party in accordance with the agreement in the contract and current laws.

i) Ensure that products supplied by them do not infringe intellectual property rights as prescribed by law.

j) Hand over relevant files and documents concerning the contract product to the tendering party according to the content of the signed contract.

k) Other obligations as prescribed by law.

Article 33. Rights and Obligations of the Tendering Party in Turnkey Contract

In addition to the rights and obligations stipulated in Article 31 of this Decree, the tendering party in a turnkey contract also has the obligation to inspect the investment construction project and submit it to the competent authority for approval in accordance with the Construction Law, and have the investment decision-making authority review and approve or review and approve according to their jurisdiction.

Article 34. Rights and Obligations of the Bid-winning Party in Turnkey Contract

In addition to the rights and obligations stipulated in Article 32 of this Decree, the bid-winning party in a turnkey contract also has the obligation to establish the investment construction project, participate in defending the project together with the tendering party before the investment decision-making authority, and complete the project in accordance with the requirements of the tendering party as agreed upon in the contract.

Section 5. AMENDMENTS TO CONSTRUCTION CONTRACTS

Article 35. Amendments to Construction Contracts

1. Amendments to contracts include adjustments to volume, unit price, progress schedule, contract price, and other contents (if any) that the parties have agreed upon in the contract.

2.[23] A construction contract may only be amended in the cases specified in Clause 2, Article 143 of the Construction Law No. 50/2014/QH13 and Clause 3, Article 143 of the Construction Law No. 50/2014/QH13, which has been amended and supplemented according to Point c, Clause 64, Article 1 of Law No. 62/2020/QH14 amending and supplementing certain provisions of the Construction Law. In the case where the State changes policies directly affecting the implementation of construction contracts, the amendment to the contract shall only apply to the portion of work affected by such policy change, and the amendment shall be carried out in accordance with the regulations issued by the authority promulgating and guiding the implementation of such policies.

Article 36. Principles for Amending Construction Contracts[24]

1. The amendment to construction contracts can only be applied during the period of contract execution, including the extended period of contract execution as prescribed by law.

2. For fixed-price contracts, the contract unit price can only be adjusted in the cases specified in Point b, c, d, Clause 2, Article 143 of the Construction Law No. 50/2014/QH13.

3. For lump-sum contracts, the contract can only be amended for additional volumes of work outside the scope of work stipulated in the signed contract (for construction works contracts and equipment supply contracts, this means work outside the scope required by the design or tender documents; for consultancy contracts, this means tasks outside the consultancy scope). Additionally, amendments can be made in the cases specified in Point b, c, d, Clause 2, Article 143 of the Construction Law No. 50/2014/QH13.

4. If the contract price after adjustment does not exceed the approved tender package price or the approved tender package estimate (including contingency costs for the tender package), the investor has the right to decide on the adjustment; if it exceeds the approved tender package price or the approved tender package estimate, then the adjustment must be approved by the investment decision-making authority or the Minister of the relevant sector, or the Chairman of the People's Committee of the province when delegated for projects decided on investment by the Prime Minister prior to the adjustment, and sufficient funds must be ensured for payment to the bid-winning party in accordance with the agreement in the contract. Adjustments to the construction estimate, tender package estimate, and tender package price shall be carried out in accordance with the laws on construction cost management and bidding.

Article 37. Adjustment of Work Volume in Construction Contracts

1. The parties to the contract must specifically agree on the cases where the work volume, scope, and procedures for adjusting the work volume can be modified.

2. The adjustment of work volume in construction contracts shall be regulated as follows:

a) For lump-sum contracts: In cases where reasonable additional works outside the scope of the signed contract arise (for construction works contracts and equipment supply contracts, these are works not included in the design; for consultancy contracts, they are tasks beyond the consultancy mandate).

In such cases, when adjusting the work volume does not exceed the approved tender price, the investor and contractor shall calculate, agree, and sign supplementary contract appendices; if it exceeds the approved tender price, it must be reviewed and decided by the authorized investment decision-maker; if agreement cannot be reached, the additional works will form a new tender package, and the selection of contractors to implement this package shall follow current regulations.

b) For fixed unit price contracts and adjustable unit price contracts: Supplementing reasonable work volumes without unit prices in the contract, provided that it does not exceed the approved tender price, the investor and contractor shall calculate, agree, and sign supplementary contract appendices; if it exceeds the approved tender price, it must be reviewed and decided by the authorized investment decision-maker; work volumes with unit prices in the contract shall be determined based on actual completed volumes (increased or decreased compared to the contracted volumes) and accepted.

3.[25] For work volumes arising outside the scope of the signed contract without unit prices or methods for determining unit prices specified in the contract, the parties to the contract must agree and unify the unit price or principles and methods for determining the price before implementing the work volume.

Article 38. Adjustment of Unit Price and Contract Price in Construction Contracts

1. In construction contracts, the parties must specifically agree on the cases where the unit price and contract price can be adjusted; the procedures, scope, methods, and bases for adjusting the contract price; the method of adjusting the contract price must be consistent with the type of contract price and the nature of the work in the construction contract.

2. The adjustment of the contract unit price shall be regulated as follows:

a) Adjusting the contract unit price only applies to adjustable unit price contracts and time-based contracts when the parties have agreed in the contract.

b)[26] If the actual work volume executed increases or decreases by more than 20% of the corresponding work volume recorded in the contract, simultaneously changing more than 0.25% of the contract value and more than 1% of the unit price of the work or the newly generated work volume has no unit price in the contract, the parties shall agree to determine a new unit price according to the principle agreed upon in the contract regarding the unit price for these work volumes for payment.

If the actual work volume executed increases by more than 20% of the corresponding work volume recorded in the contract, the new unit price shall only apply to the actual work volume exceeding 120% of the volume recorded in the contract.

If the actual work volume executed decreases by more than 20% of the corresponding work volume recorded in the contract, the new unit price shall apply to the entire actual work volume completed and accepted.

c) If the actual work volume executed increases or decreases by less than or equal to 20% of the corresponding work volume recorded in the contract, the contract unit price, including any adjusted unit price according to the contract agreement (if applicable), shall be applied for payment.

d) Adjusting the contract unit price for work volumes where at the time of signing the contract, the tenderer and contractor agreed to adjust the execution unit price according to Clause 3 of this Article and the guidelines of the Ministry of Construction.

3. Methods for adjusting the contract price in construction contracts:

a)[27] The methods for adjusting the contract price include direct offsetting and adjustment by formula as stipulated in point b of this clause. The application of the adjustment method must be consistent with the nature of the work, the type of contract price, the currency of payment, and must be agreed upon by the parties in the contract. The price index for adjusting the construction contract price by formula in point b of Clause 3 of this Article is the construction price index.

b) The input database for calculating price adjustments must be consistent with the content of the work in the contract. The contract must specify the use of price information or price index sources from competent state agencies to adjust the contract price according to the following formula:

G_No. = G_HĐ x P_n

Where:

- "G_No.": Is the payment price corresponding to the completed work volumes accepted.

- "G_HĐ": Is the contract price corresponding to the completed work volumes accepted.

- "P_n": Is the adjustment factor (increase or decrease) applied to the contract payment for the completed work volumes accepted within the period "n".

4. The Ministry of Construction provides specific guidance on adjusting construction contracts.

Article 39. Adjustment of Contract Execution Schedule

1. In construction contracts, the parties must agree on situations where the schedule can be adjusted. If the completion deadline exceeds the contract schedule, the parties must clearly define each party's responsibility for losses caused by delays.

2. The contract execution schedule may be adjusted in the following cases:

a) Due to the impact of earthquakes, typhoons, floods, tsunamis, fires, epidemics, or other force majeure events.

b) Changes or adjustments to the project scope, work range, design, or construction methods at the request of the contracting party that affect the contract execution schedule.

c) Due to the handover of the site not conforming to the agreements in the contract, suspension of the contract due to the fault of the contracting party, or related procedures affecting the contract execution schedule without the fault of the contractor.

d) Suspension of work upon the request of a competent state authority without the fault of the contracting party.

3. When adjusting the contract schedule does not extend the contract execution schedule (including the extended time for contract execution schedule according to the provisions of the construction contract), the investor and the contractor shall negotiate and agree on the adjustment. If the adjustment extends the contract execution schedule, the investor must report to the authorized investment decision-maker for review and decision.

Section 6. SUSPENSION, TERMINATION, REWARD, AND PENALTY FOR VIOLATIONS OF CONSTRUCTION CONTRACTS

Article 40. Suspension of Work in Construction Contracts

1. Situations allowing for the suspension of work in the contract, the right to suspend, procedures and compensation levels for suspension must be agreed upon by the contracting party and the contractor in the construction contract.

2. The parties to the contract may suspend the construction contract in the following cases:

a) The contracting party has the right to suspend the contract when the contractor fails to meet the quality, labor safety, and schedule requirements stipulated in the signed contract.

b) The contractor has the right to suspend the contract and extend the contract execution schedule when the contracting party breaches payment agreements, specifically: failing to pay the contractor the value of the payment phase agreed upon by both parties within 28 days from the payment deadline as specified in Clause 10, Article 19 of this Decree, except where the parties have agreed otherwise; lacking payment guarantees for upcoming work volumes.

3. Before one party suspends work under the contract, they must notify the other party in writing 28 days in advance, specifying the reasons for suspension; the contracting party and the contractor must have the responsibility to negotiate and resolve issues to continue implementing the agreed contract terms, except in cases of force majeure.

If the party suspending the contract fails to provide notice or if the reason for suspension does not comply with the contract provisions, they must compensate the other party for damages.

Article 41. Termination of Construction Contracts

1. The situations for terminating the contract, the right to terminate the contract; the procedures and formalities for termination, and the level of compensation for losses caused by termination must be agreed upon in the construction contract and must comply with the provisions of this Decree and relevant laws.

2. Each party has the right to terminate the contract without having to compensate for damages in the cases stipulated in Clauses 7 and 8 of this Article.

3. In the case where the contract has been temporarily suspended and the defaulting party does not rectify its fault within fifty-six (56) days from the date of suspension notice, except when the parties have agreed otherwise and there is no justifiable reason, then the suspending party has the right to terminate the contract.

4. In the case where one party unilaterally terminates the construction contract not due to the fault of the other party, then the party terminating the contract must compensate for damages to the other party.

5. Before one party terminates the contract, it must notify the other party in writing at least twenty-eight (28) days in advance according to the agreement in the contract, but not less than twenty-eight (28) days, except when the parties have agreed otherwise and specify the reasons for terminating the contract. If the party terminating the contract fails to notify and causes damage to the other party, it must compensate for such damages.

6. The construction contract ceases to be effective from the moment of termination, and the parties must complete the liquidation procedures within the time agreed in the contract, but not exceeding fifty-six (56) days from the date of the termination notice, except when the parties have agreed otherwise. Beyond this period, if one party does not carry out the liquidation procedures, the other party may decide on the liquidation independently.

7. The tenderer has the right to terminate the contract in the following cases:

a) The contractor goes bankrupt, is dissolved, or transfers the construction contract to another person or organization without the consent of the tenderer.

b) The contractor refuses to perform the work as per the contract or continuously fails to perform the work for fifty-six (56) days, leading to a breach of the agreed schedule, except when permitted by the tenderer.

8. The contractor has the right to terminate the contract in the following cases:

a) The tenderer goes bankrupt, is dissolved, or transfers the construction contract to another person or organization without the consent of the contractor.

b) After fifty-six (56) consecutive days of work being halted due to the fault of the tenderer, except when the parties have agreed otherwise.

c) The tenderer fails to pay the contractor within fifty-six (56) days from the date the tenderer receives all valid payment documents, except when the parties have agreed otherwise.

9. Within two (02) working days from the date the construction contract is terminated, the contractor must remove all materials, personnel, machinery, equipment, and other assets belonging to them from the construction site. If the contractor fails to move these assets within this period, the tenderer has the right to handle these assets, except when the parties have agreed otherwise.

Article 42. Contract Rewards and Breach Penalties[28]

The implementation of contract rewards and breach penalties shall be carried out in accordance with Clause 1, Article 146 of the Construction Law No. 50/2014/QH13 and Clause 2, Article 146 of the Construction Law No. 50/2014/QH13, which has been amended and supplemented in accordance with Point c, Clause 64, Article 1 of Law No. 62/2020/QH14 amending and supplementing certain provisions of the Construction Law.

Article 43. Liability for Violation of Construction Contracts

1. Liability for violation of contracts shall be implemented according to Clauses 3 to 7, Article 146 of the Construction Law No. 50/2014/QH13, the provisions of this Decree, and relevant laws.

2. In cases where the tendering party fails to make payment within the agreed time frame and in full amount as stipulated in the contract, they must compensate the contractor with overdue interest rates published by the commercial bank where the contractor maintains their transaction account, corresponding to each period of delayed payment. Overdue interest shall be calculated from the first day of delay until the tendering party fully pays the contractor, except in cases where the parties have agreed otherwise.

Section 7. COMPLAINTS AND DISPUTE RESOLUTION IN CONSTRUCTION CONTRACTS

Article 44. Complaints during the Implementation of Construction Contracts

1. Complaints during the implementation of construction contracts under this Decree refer to the situation where one party discovers that the other party is not performing or not performing their obligations as stipulated in the contract, thereby having the right to request the other party to fulfill the contract's contents properly. At that point, the discovering party has the right to complain about these contents to the other party.

2. When one party complains against the other, they must present specific grounds and evidence to clarify the complained contents.

3. Within fifty-six (56) days from the date when issues arise regarding the non-compliance of one party with the signed agreements, the discovering party must immediately notify the other party about these contents and complain about them. Beyond this period, if no complaints are made by either party, both parties must comply with the signed agreements.

4. Within twenty-eight (28) days from the date of receiving the complaint, the party receiving the complaint must provide grounds and evidence regarding the contents that the other party's complaint is inconsistent with the signed contract. If the grounds and evidence are not convincing or reasonable, they must accept the other party's complaints. Beyond this period, if the receiving party does not express any opinion, it will be considered as accepting the complained contents raised by the other party.

5. Each party's complaints must be sent to the correct address for transactions or information exchange as agreed upon in the contract. Complaints not resolved by the contracting parties will be resolved in accordance with Article 45 of this Decree.

Article 45. Resolution of Disputes in Construction Contracts

1. When resolving disputes during the implementation of construction contracts, the parties must adhere to the principles and procedures for resolving construction contract disputes as stipulated in Clause 8, Article 146 of the Construction Law No. 50/2014/QH13.

2. In cases where the parties agree to resolve contract disputes through mediation conducted by an agency, organization, or one or several expert individuals (collectively referred to as the dispute resolution panel), the resolution of disputes through the dispute resolution panel shall be regulated as follows:

a) The dispute resolution panel may be mentioned in the contract at the time of signing or established after a dispute arises. The number of members of the dispute resolution panel is determined by mutual agreement among the parties. Members of the dispute resolution panel must have appropriate expertise related to the disputed content, experience in resolving contract disputes, and knowledge of relevant laws governing construction contracts.

b) Within twenty-eight (28) days from the date the parties receive the mediation conclusion of the dispute resolution panel, if one party disagrees with the mediation conclusion of the dispute resolution panel, they have the right to object, and such disputes will be resolved through arbitration or court proceedings in accordance with the law; if no party objects beyond the aforementioned period, it will be deemed that all parties have agreed with the mediation conclusion. At that point, the parties must implement the mediation conclusion.

c) Costs for the dispute resolution panel are included in the construction contract price and borne equally by each party, unless otherwise agreed by the parties.

3. The statute of limitations for initiating arbitration proceedings or filing a lawsuit to resolve disputes in construction contracts shall be carried out in accordance with the relevant provisions of the law.

Mục 8. OTHER CONTENTS OF THE CONSTRUCTION CONTRACT

Article 46. Insurance and warranty under construction contracts

1. Insurance

a) The project owner shall purchase insurance for the construction project during the construction period for projects that affect community safety, the environment, projects with special technical requirements, and complex construction conditions. In cases where the insurance premium has been included in the contract price, the contractor shall be responsible for purchasing the required insurance according to regulations.

b) The consulting contractor shall purchase professional liability insurance for investment and construction consultancy work for construction projects at level II or higher.

c) The contractor must purchase necessary types of insurance (insurance for construction site workers, equipment insurance, third-party insurance, etc.) to ensure their operations in accordance with the law.

2. Warranty

a) The contractor is responsible for providing warranty for the project and equipment in accordance with the agreements stipulated in the contract. The agreements between the parties regarding the warranty period and warranty guarantee must comply with the provisions of the Construction Law.

b) The warranty guarantee can be implemented through a guarantee form or other forms agreed upon by the parties, but priority should be given to the guarantee form.

c) The contractor may only be refunded the warranty guarantee after the warranty period has ended and the project owner confirms that the warranty work has been completed.

d) During the warranty period, the contractor must carry out warranty work within twenty-one (21) days from the date of receiving the repair notice from the party assigning the contract; during this period, if the contractor does not perform the warranty work, the party assigning the contract has the right to use the warranty money to hire another organization or individual to carry out the repairs.

Article 47. Subcontracting Contracts

1. A main contracting contract may include multiple subcontracting contracts. When signing a subcontracting contract, the general contractor, main contractor, or foreign contractor must comply with the following regulations:

a) Only enter into subcontracting contracts that match the professional capacity and operational capacity of the subcontractor.

b) Foreign contractors implementing construction contracts on Vietnamese territory as the main contractor must use domestic subcontractors who meet the requirements of the tender package and can only sign subcontracting contracts with foreign subcontractors when domestic subcontractors cannot meet the requirements of the tender package. For materials and equipment temporarily imported and re-exported, they must be specifically stipulated in the contract according to the principle of prioritizing the use of domestic materials and equipment that meet the requirements of the tender package.

c) For subcontractors not listed in the subcontractor list attached to the contract, approval from the project owner is required.

d) The general contractor and main contractor must be responsible to the project owner for the progress, quality, labor safety, environmental protection, and errors of their own and the works carried out by subcontractors.

đ) The general contractor and main contractor shall not transfer all the work under the contract to a subcontractor to perform.

2. Subcontractors designated by the project owner (if any)

a) A subcontractor designated by the project owner is a subcontractor designated by the project owner for the main contractor or general contractor to hire as a subcontractor to undertake specialized tasks with high technical requirements or when the main contractor or general contractor fails to meet the requirements of safety, quality, and progress of the contract after being requested by the project owner.

b) For construction contracts applying subcontractors designated by the project owner, the parties to the contract must agree specifically on the situations where the project owner designates subcontractors.

c) The main contractor or general contractor has the right to refuse a subcontractor designated by the project owner if the work being performed by the main contractor or general contractor and subcontractor still complies with the agreements in the contract or there is sufficient basis to believe that the subcontractor designated by the project owner does not meet the requirements of the contract.

3. The project owner shall make direct payments to the subcontractor based on the payment proposal submitted by the main contractor or general contractor, except in cases where the parties have agreed otherwise.

4. The subcontractor shall have all the rights and obligations of the contractor as prescribed in this Decree and other relevant laws.

Article 48. Occupational Safety, Environmental Protection, and Fire Prevention and Control

1. The responsibilities of the parties regarding occupational safety must be agreed upon in the contract and shall be stipulated as follows:

a) The construction contractor must establish safety measures for people, machinery, equipment, and construction works on the construction site, including adjacent works. In cases where safety measures involve multiple parties, they must be agreed upon by all parties.

b) Safety measures and labor safety regulations must be publicly displayed on the construction site so that everyone can see and comply with them; dangerous positions on the site must be staffed with personnel to guide and warn against accidents.

c) The construction contractor, project owner, and related parties must regularly inspect and supervise labor safety work on the site. Upon discovering any violations of labor safety, construction work must be halted. The person responsible for labor safety violations within their management scope must bear legal responsibility.

d) The construction contractor has the responsibility to train, instruct, and disseminate labor safety regulations to their workers. For certain jobs requiring strict labor safety standards, workers must have a certificate of labor safety training.

đ) The construction contractor is responsible for providing adequate personal protective equipment and labor safety equipment to workers according to regulations when using labor and on the construction site.

e) In case of labor safety incidents, the construction contractor and related parties are responsible for organizing handling and reporting to the competent state agency for labor safety in accordance with the law, while also bearing responsibility for remedying and compensating for damages caused by the failure to ensure labor safety.

2. The environmental protection responsibilities of each party must be agreed upon in the contract and shall be stipulated as follows:

a) The construction contractor must implement measures to ensure the environment for workers on the construction site and protect the surrounding environment, including dust control, noise reduction, and site cleanup; wastewater, solid waste, and other types of waste must be collected and treated to meet environmental technical standards and norms. For construction projects in urban areas, measures must be taken to cover and properly dispose of waste.

b) During the transportation of construction materials and waste, measures must be taken to ensure safety and environmental hygiene.

c) The construction contractor and project owner must be responsible for inspecting and supervising the implementation of construction environmental protection, while also being subject to inspection and supervision by the competent state agency for the environment. If the construction contractor fails to comply with environmental protection regulations, the project owner and the competent state agency for the environment have the right to temporarily halt construction and require the contractor to properly implement environmental protection measures.

d) Organizations and individuals causing damage to the environment during the construction process must bear legal responsibility and compensate for damages caused by their own fault.

3. The parties involved in the construction contract must comply with current regulations on fire prevention and control.

Article 49. Electricity, Water, and Site Security

In the contract, the parties must agree on the rights and obligations of each party regarding the provision and payment for electricity, water, and site security costs.

Article 50. Transporting Construction Equipment

1. The contractor shall notify the employer in advance within a period agreed upon by the parties concerning the delivery date of equipment, but not less than twenty-one (21) days.

2. The contractor shall be responsible for packaging, loading, transporting, storing, and preserving the equipment, except where the parties have agreed otherwise.

3. The contractor shall compensate the employer for any damage, loss, and additional expenses arising from the transportation of equipment by the contractor.

Article 51. Risk and Force Majeure

1. Risk is a potential negative impact on the performance of construction contracts in the future. In construction contracts, the parties must specify their responsibilities for managing and handling their own risks; the responsibility to remedy consequences in case of encountering risk.

2. Force majeure is an unforeseeable and unavoidable event occurring at the time of signing the construction contract and which cannot be overcome despite applying all necessary and possible measures such as natural disasters, environmental accidents, enemy attacks, fires, and other force majeure factors.

3. When one party falls into a state of force majeure, it must notify the other party in writing as soon as possible.

4. In the contract, the parties must agree on the handling of force majeure events such as notification of force majeure; the responsibilities of the parties regarding force majeure; termination and settlement of construction contracts in cases of force majeure (if applicable).

Chapter III. IMPLEMENTING PROVISIONS

Article 52. Effective date[29]

1. This Decree takes effect from June 15, 2015.

2. Decree No. 48/2010/NĐ-CP dated May 7, 2010 of the Government on construction contracts; Decree No. 207/2013/NĐ-CP dated December 11, 2013 of the Government amending and supplementing certain articles of Decree No. 48/2010/NĐ-CP dated May 7, 2010 of the Government on construction contracts cease to be effective from the date this Decree takes effect.

Article 53. Transitional Provisions[30]

1. Construction contracts signed and being implemented before the date this Decree takes effect shall be carried out according to the provisions on construction contracts before the date this Decree takes effect.

2. Construction contracts under negotiation but not yet signed, if any content is inconsistent with the provisions of this Decree, shall report to the competent authority for investment decision-making to consider and decide based on the principle of ensuring the quality, progress, and effectiveness of the construction investment project without harming the legitimate rights and interests of the parties.

3. If there is any content in the tender documents and request for proposal that has been approved but not yet issued which is inconsistent with the provisions of this Decree, it must be adjusted to comply; if the tender documents and request for proposal have already been issued, and there is a need to change the content related to the contract to comply with the provisions of this Decree, then all bidders who have purchased the tender documents and request for proposal must be notified to adjust their bidding documents and proposals accordingly; in case the bids have already been sealed, they shall be handled according to Clause 2 of this Article.

Article 54. Implementation Organization

1. Subjects when preparing, reviewing, and approving tender documents and request for proposal containing contents related to construction contracts; negotiating, signing, and managing the implementation of construction contracts must comply with the provisions of this Decree.

2.[31] The Ministry of Construction shall guide, inspect the implementation of laws on construction contracts; guide the adjustment of construction contracts, methods of adjusting contract prices, types of construction contracts, model construction contracts; guide model EPC contracts; simple and small-scale construction contracts, and other necessary contents of this Decree to meet the requirements of state management of construction contracts.

3. Encourage organizations and individuals to apply the model contract conditions of the International Federation of Consulting Engineers (FIDIC) and model construction contracts in establishing and implementing construction contracts. When applying model construction contracts, the parties must consider adjusting the contract content to comply with Vietnamese law.

4. Ministers, Heads of Ministries equivalent to ministries, Heads of agencies under the Government, Chairmen of People's Committees of provinces and centrally governed cities, Heads of political organizations, political-social organizations, social-political occupational organizations, Chairmen of Boards of Directors of State-owned Economic Groups, State-owned Corporations, and relevant organizations and individuals are responsible for implementing this Decree.

[1] * Decree No. 50/2021/NĐ-CP amending and supplementing some articles of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, taking effect from April 1, 2021, is based on the following grounds:

"On the basis of the Law on Organization of the Government dated June 19, 2015;

Pursuant to the Law on Organization of Local Administration dated June 19, 2015;

Pursuant to the Law Amending and Supplementing Several Provisions of the Law on Organization of the Government and the Law on Organization of Local Administration dated November 22, 2019;

Pursuant to the Law on Construction dated June 18, 2014; the Law Amending and Supplementing Certain Provisions of the Law on Construction dated June 17, 2020;

Pursuant to the Law on Public Investment dated June 13, 2019;

Pursuant to the Public-Private Partnership Investment Law dated June 18, 2020;

Pursuant to the Law on Bidding dated November 26, 2013;

On the basis of the Law on Management and Use of State Capital for Production and Business Investment in Enterprises dated November 26, 2014;

On the basis of the Law on Organization of Local Administration dated June 19, 2015 and the Law Amending and Supplementing Some Articles of the Law on Organization of the Government and the Law on Organization of Local Administration dated November 22, 2019;

At the request of the Minister of Construction;"

* Decree No. 35/2023/NĐ-CP dated June 20, 2023 of the Government amending and supplementing some articles of decrees under the jurisdiction of the Ministry of Construction, taking effect from June 20, 2023, is based on the following grounds:

"On the basis of the Law on Issuance of Legal Normative Documents dated June 22, 2015; the Law Amending and Supplementing Some Articles of the Law on Issuance of Legal Normative Documents dated June 18, 2020;

Pursuant to the Urban Planning Law dated June 17, 2009;

Pursuant to the Law on Forensic Expertise dated June 20, 2012; the Law Amending and Supplementing Certain Provisions of the Law on Forensic Expertise dated June 10, 2020;

On the basis of the Law on Construction dated June 18, 2014; the Law Amending and Supplementing Some Articles of the Law on Construction dated June 28, 2020;

Pursuant to the Housing Law issued on November 25, 2014;

Pursuant to the Law on Real Estate Business dated November 25, 2014;

Pursuant to the Law on Architecture dated June 13, 2019;

On the basis of the Law on Standards and Technical Regulations dated June 29, 2006;

Pursuant to the Law on Product Quality and Commodities dated November 21, 2007;

Pursuant to the Investment Law dated June 17, 2020;

Pursuant to the Public-Private Partnership Investment Law dated June 18, 2020;

Pursuant to the Law Amending and Supplementing Certain Provisions of 37 Laws Related to Planning dated November 20, 2018;

Pursuant to the Law Amending and Supplementing Certain Provisions of the Public Investment Law, the Public-Private Partnership Investment Law, the Investment Law, the Housing Law, the Bidding Law, the Electricity Law, the Enterprise Law, the Special Consumption Tax Law, and the Civil Enforcement Law dated January 11, 2022;

At the request of the Minister of Construction;"

[2] This Clause has been amended and supplemented pursuant to Clause 1, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which took effect from April 1, 2021.

[3] This Point has been amended and supplemented pursuant to Point a, Clause 2, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which took effect from April 1, 2021.

[4] This Point has been amended and supplemented pursuant to Point b, Clause 2, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which took effect from April 1, 2021.

[5] This Point has been amended and supplemented pursuant to Point c, Clause 2, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which took effect from April 1, 2021.

[6] This Point has been amended and supplemented pursuant to Point d, Clause 2, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which took effect from April 1, 2021.

[7] This Point has been added pursuant to Point đ, Clause 2, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which took effect from April 1, 2021.

[8] This Point has been added pursuant to Point e, Clause 2, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which took effect from April 1, 2021.

[9] This Point has been added pursuant to Point e, Clause 2, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which took effect from April 1, 2021.

[10] This Point has been amended and supplemented pursuant to Point g, Clause 2, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which took effect from April 1, 2021.

[11] This Clause has been added pursuant to Clause 3, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which took effect from April 1, 2021.

[12] This Clause has been added pursuant to Clause 4, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which took effect from April 1, 2021.

[13] This Point has been added pursuant to Point a, Clause 5, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which took effect from April 1, 2021.

[14] This Point has been added pursuant to Point b, Clause 5, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which took effect from April 1, 2021.

[15] This Clause has been amended and supplemented pursuant to Clause 1, Article 9 of Decree No. 35/2023/NĐ-CP dated June 20, 2023 of the Government amending and supplementing certain provisions of Decrees under the Ministry of Construction's administrative management, which took effect from June 20, 2023.

[16] This Point has been amended and supplemented pursuant to Point a, Clause 6, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which took effect from April 1, 2021.

[17] This Section has been amended and supplemented pursuant to Clause 2, Article 9 of Decree No. 35/2023/NĐ-CP dated June 20, 2023 of the Government amending and supplementing certain provisions of Decrees under the Ministry of Construction's administrative management, which took effect from June 20, 2023.

[18] This Clause has been added pursuant to Point b, Clause 6, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which took effect from April 1, 2021.

[19] This Clause has been amended and supplemented pursuant to Clause 7, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which took effect from April 1, 2021.

[20] This is amended and supplemented pursuant to Clause 8, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which takes effect from April 1, 2021.

[21] This point is amended and supplemented pursuant to Clause 9, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which takes effect from April 1, 2021.

[22] This point is amended and supplemented pursuant to Clause 10, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which takes effect from April 1, 2021.

[23] This clause is amended and supplemented pursuant to Clause 11, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which takes effect from April 1, 2021.

[24] This is amended and supplemented pursuant to Clause 12, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which takes effect from April 1, 2021.

[25] This clause is amended and supplemented pursuant to Clause 13, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which takes effect from April 1, 2021.

[26] This point is amended and supplemented pursuant to Point a, Clause 14, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which takes effect from April 1, 2021.

[27] This point is amended and supplemented pursuant to Point b, Clause 14, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which takes effect from April 1, 2021.

[28] This is amended and supplemented pursuant to Clause 15, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which takes effect from April 1, 2021.

[29] * Article 3 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which takes effect from April 1, 2021, provides as follows:

“Article 3. Effectiveness and Implementation

1. This Decree takes effect from the date of signature.

2. The Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of provincial People's Committees under central cities, Heads of political organizations, political-social organizations, social-professional organizations, Chairpersons of management boards of state economic groups, state corporations, and other relevant organizations and individuals shall be responsible for implementing this Decree.

* Article 17 of Decree No. 35/2023/NĐ-CP dated June 20, 2023 of the Government amending and supplementing certain provisions of Decrees under the Ministry of Construction’s jurisdiction, which takes effect from June 20, 2023, provides as follows:

“Article 17. Implementation Provisions

1. This Decree takes effect from the date of issuance.

2. The Minister, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of provincial People's Committees under central cities, and other relevant organizations and individuals shall be responsible for implementing this Decree.

[30] * Article 2 of Decree No. 50/2021/NĐ-CP amending and supplementing certain provisions of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts, which takes effect from April 1, 2021, provides as follows:

“Article 2. Transitional provisions

1. Construction contracts signed and being implemented before the effective date of this Decree shall be carried out according to the regulations on construction contracts prior to the effective date of this Decree and the contents of the signed contracts.

2. Construction contracts currently under negotiation but not yet signed, if they contain provisions that are inconsistent with this Decree, shall report to the competent authority for investment decision-making for examination and decision-making based on the principle of ensuring the quality, progress, and effectiveness of the investment construction project and not harming the rights and legitimate interests of the parties.

3. If the content regarding construction contracts in tender documents and request documents already approved but not yet issued is inconsistent with the provisions of this Decree, it must be adjusted accordingly; if the tender documents and request documents have been issued but bidding has not yet closed, and there are changes related to the contract content to comply with the provisions of this Decree, then all bidders who have purchased the tender documents and request documents must be notified to adjust their bidding documents and proposal documents accordingly; if bidding has already closed, then the provisions of Clause 2 of this Article shall apply.

* Clause 6, Article 16 of Decree No. 35/2023/NĐ-CP dated June 20, 2023 of the Government amending and supplementing certain provisions of Decrees under the Ministry of Construction’s jurisdiction, which takes effect from June 20, 2023, provides as follows:

“6. Transitional provisions for the amended and supplemented contents of Decree No. 37/2015/NĐ-CP (amended and supplemented by Decree No. 50/2021/NĐ-CP)

a) Construction contracts signed and being implemented before the effective date of this Decree shall be carried out according to the laws on construction contracts prior to the effective date of this Decree and the contents of the signed contracts;

b) Construction contracts currently under negotiation but not yet signed, if they contain provisions that are inconsistent with this Decree, shall report to the competent authority for investment decision-making for examination and decision-making based on the principle of ensuring the quality, progress, and effectiveness of the investment construction project and not harming the rights and legitimate interests of the parties;

c) The contents of the construction contract in the tender documents and request for proposal that have been approved but not yet issued shall be adjusted if they are inconsistent with the provisions of this Decree; in cases where the tender documents and request for proposal have been issued but the bidding has not yet closed, and there is a need to change the contract-related content to comply with the provisions of this Decree, such changes must be notified to all bidders who have purchased the tender documents and request for proposal so that they can adjust their bid proposals and proposal submissions accordingly; in cases where the bidding has already closed, the provisions applicable during the negotiation phase before the contract is signed shall apply.

[31] This Clause has been amended and supplemented pursuant to Clause 16, Article 1 of Decree No. 50/2021/NĐ-CP amending and supplementing certain articles of Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government on detailed regulations concerning construction contracts, which took effect from April 1, 2021.