Circular No. 09/2016/TT-BXD guiding construction contracts for works

CIRCULAR

Guidelines for construction contracts

Based on the Construction Law No. 50/2014/QH 13 dated June 18, 2014;

Pursuant to Decree No. 37/2015/NĐ-CP dated April 22, 2015 of the Government detailing construction contracts;

BASED ON Decree No. 62/2013/ND-CP dated June 25, 2013 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Construction;

Based on the Government's Decree No. 46/2015/NĐ-CP dated May 12, 2015 on quality management and maintenance of construction works;

Based on the Government's Decree No. 59/2015/NĐ-CP dated June 18, 2015 on project management of investment construction;

Pursuant to the proposal of the Director of the Economic Department under the Ministry of Construction;

The Minister of Construction issues this Circular guiding construction contracts.                      

Article 1. Scope of Regulation and Applicability

1. This Circular guides certain aspects concerning construction contracts.
2. This Circular applies to organizations and individuals involved in establishing and managing the implementation of construction contracts (hereinafter referred to as construction contracts) within investment construction projects (including construction contracts between project investors implementing Public-Private Partnership (PPP) projects and contractors undertaking packages of such projects) as follows:
   1. Investment construction projects of state agencies, political organizations, political-social organizations, political-social-professional organizations, social-professional organizations, social organizations, units under the people's armed forces, public service units.
   2. Investment construction projects of state-owned enterprises, enterprises with state capital contribution of 30% or more;
3. Investment construction projects not falling under points a and b of this clause but using state funds, state-owned enterprise funds of 30% or more, or less than 30% but over 500 billion VND in total project investment.

It is encouraged that organizations and individuals related to construction contracts within investment projects funded from other sources apply the provisions of this Circular.

3. For construction contracts under projects utilizing Official Development Assistance (ODA) funds, if international treaties to which Vietnam is a party contain different provisions from those stipulated in this Circular, the provisions of such international treaties shall be implemented.

Article 2. Contents and volume of work of construction contracts

1. The contents and volume of work of construction contracts are the contents and volume of work that the tendering party agrees with the contractor in accordance with the scope of work of the contract and must be clearly agreed upon in the contract. The scope of work is determined based on the tender invitation documents or request documents, bid documents or proposal documents, negotiation minutes, and relevant legal documents.

The contents of work of construction contracts may include all or some of the following:

1. Handing over and receiving, managing the construction site, receiving and preserving benchmarks, reference points, and boundary markers of the works.
2. Providing construction materials, labor force, machinery, and equipment for construction works according to the contract.
3. Constructing works in accordance with approved design documents and current construction standards and specifications.
4. Conducting surveying, monitoring of works as required by the design. Performing testing, inspection, single-unit trial run, and integrated trial run according to the plan before requesting acceptance.

d) Controlling the quality of construction work and installation of equipment; supervising construction work carried out by subcontractors when acting as the main contractor or general contractor.

e) Handling and rectifying any defects or deficiencies in construction quality during the construction process (if any).

7. Testing and inspecting the quality of construction materials and components.
8. Conducting acceptance of work transition steps, construction phase acceptance or part of construction works, completion acceptance of individual works, construction works.
9. Ensuring safety measures, protection, and environmental sanitation, fire prevention and control;

k) Protecting the construction site and construction area within the scope of the construction contract;

l) Ensuring security and public order in the construction site area;

m) Cooperating with other contractors on the construction site (if any);

n) Clearing the construction site and handing over completed construction products after completion.

o) Other tasks during the contract implementation as agreed upon in the contract, accompanying documents, and legal regulations.

2. In cases where the tendering party provides some or all materials, construction machinery, the parties need to clearly specify this in the contract, including quantity, quality, time, and location of provision.

Article 3. Requirements for product quality and acceptance, delivery of construction contracts

1. Quality requirements for products of construction contracts:

1. The project must be constructed according to the design drawings (including any modifications approved by the project owner), technical instructions stated in the Tender Documents (or Request for Proposals) consistent with the system of standards applicable to the project and relevant state regulations on construction quality; the contractor must provide a diagram and description of their construction quality management system and construction quality supervision.
2. The contractor shall provide the employer with test results of materials and completed work products. These test results must be conducted by an accredited laboratory as prescribed.
3. The contractor ensures that materials and equipment supplied have origins as stipulated in the contract documents.
   2. Inspection and supervision by the employer
      1. The employer has the right to enter onto the construction site and natural material extraction sites of the contractor serving the tender package to inspect;
      2. During production, processing, manufacturing, and construction activities on the construction site as specified in the contract, the employer has the right to inspect, test, measure, and examine various types of materials, and monitor the processing and manufacturing of equipment and material production.

The contractor must create all necessary conditions for the employer's personnel to carry out these activities, including allowing access, providing means, permits, and safety equipment. These activities do not reduce the contractor's obligations or responsibilities.

For works where the employer's personnel have the right to measure and inspect, the contractor must notify the employer when such work is completed and before it is covered up, or no longer visible, or packed for storage or transportation. The employer must immediately conduct inspection, testing, measurement, or inspection without delay or inform the contractor of the employer's non-inspection, testing, measurement, or inspection so that the contractor can continue subsequent work. In case the employer does not participate in this process, the employer cannot complain about the issues above.

3. Acceptance of completed works' products:
   1. The employer will only accept the products of the contract when they meet the quality requirements set forth in Clause 1 of this Article.
   2. The basis for accepting the contract's products includes design drawings (including any modifications and supplements approved by the employer); technical descriptions; relevant standards; test result certificates; acceptance and handover record forms, and other related regulations.
   3. Personnel participating in acceptance and handover include representatives from the employer, the contractor, and the consultant (if any).
   4. Handover documentation includes:

- A quality and quantity completion acceptance record agreed upon by both parties based on national regulations.

- Test results of materials and products to be accepted and other related regulations.

4. Trial operation of the project (if any)

Before starting trial operation upon completion, the contractor must submit to the employer completion documents, operation manuals, and maintenance guides suitable for technical characteristics with full details for operation, maintenance, disassembly, reinstallation, adjustment, and repair.

The contractor must provide machinery, assistance, documents, and other information, electricity, equipment, fuel, scaffolding, tools, workers, materials, and qualified and experienced staff to effectively conduct specific trial operations. The contractor must agree with the employer on the time and location for conducting trial operations of equipment, materials, and project components.

The employer must notify the contractor one day in advance of their intention to participate in the trial run. If the employer does not participate in the trial run at the agreed location and time, the contractor may proceed with the trial run, which will be considered to have been carried out with the presence of the employer, unless otherwise agreed between the parties.

If the contractor suffers delays or incurs costs due to compliance with the employer's instructions or due to delays within the employer's responsibility, the contractor must notify the employer and be entitled to:

1. Extension of time due to delay;
2. Payment of all additional costs added to the contract price.

The contractor must present to the employer reports confirmed by the employer regarding each trial run, and both parties sign a trial run record as the basis for contract settlement as prescribed.

5. Acceptance and handover of the project and its components

After completing the works under the contract, if the project trial operation (if any) meets the acceptance conditions as stipulated in Article 31 of Decree No. 46/2015/NĐ-CP dated May 12, 2015 of the Government on construction project quality management and maintenance, and the contract requirements, the contractor and the employer will proceed with project acceptance.

After the project meets the conditions for acceptance, both parties establish an acceptance and handover record of the completed project according to the contract. If there are minor pending tasks and basic errors that do not affect the use of the project, these pending tasks are recorded in the acceptance and handover record, and the contractor must complete them at their own expense.

In cases where the project does not meet the conditions for acceptance and handover, the parties determine the reasons and specify the tasks that the contractor must perform to complete the project.

The inspection of the project acceptance process by authorized state agencies during construction and upon completion of construction projects is carried out in accordance with state regulations on construction project quality management.

6. Responsibilities of the contractor for defects

1. At its own expense, the contractor shall complete the outstanding works on the date specified in the acceptance and handover minutes within a reasonable time period requested by the employer but not exceeding the time stipulated in the contract for completing such outstanding works.
2. In case the defects cannot be repaired:

• If the contractor cannot repair the defects or damages within a reasonable time, the employer or the representative of the employer may set a date for repairing the defects or damages and notify the contractor of such date.
• If the contractor fails to repair the defects or damages on the notified date, the employer may undertake the work itself or hire others to repair it, and the contractor shall bear all costs (the contractor shall not contest the repair costs unless it provides evidence proving the impropriety in determining the repair costs by the employer), the contractor shall not be responsible for the repair work but shall still be responsible for continuing its obligations under the contract with respect to the project.
  3. If the defects or damages result in the employer being unable to use the project or a substantial part thereof for its intended purpose, the employer may terminate the contract; in that case, the contractor shall compensate the employer for all losses according to the contract and relevant laws.
     4. If the defects or damages cannot be immediately repaired on-site and are agreed upon by the employer, the contractor may remove defective or damaged equipment or components from the site for repair.
        7. Additional inspections

If the repair of defects or damages affects the operation of the project, the employer may request the re-conducting of any inspection mentioned in the contract, including final inspections and post-completion inspections. Such request must be made within thirty days after the defects or damages have been repaired.

These inspections must be conducted under the conditions applicable to previous inspections, except that they shall be carried out at the contractor's expense.

8. Unfulfilled obligations

After issuing the acceptance and handover minutes, each party shall be responsible for fulfilling any remaining obligations at that time. The contract remains effective regarding the content and scope of unfulfilled obligations.

Article 4. Management of Construction Contract Implementation

The management of construction contract implementation shall be carried out in accordance with Article 7 of Decree No. 37/2015/ND-CP and the following provisions:

1. The main contents of proposals, requests, and responses from the parties include: contract name, proposal date (day, month, year), deadline for response (day, month, year), requesting unit name, responding unit name, request content, list of accompanying documents (if any), change costs (if any), and other contents, signed (stamped if necessary)._;(if any), accompanying change fees (if any), and other contents, sign (stamp if required).
2. Contract progress management:

When signing the construction contract, the parties agree on the contract implementation schedule, reporting and handover dates for works, items, and projects (phases must align with the tender documentation schedule).

3. Quality management:

Works, items, and projects handed over must meet quality requirements as stipulated in construction project quality management regulations. The contractor must implement quality management measures for its own work and subcontractor’s work (if any).

4. Construction project implementation management:

The management of construction project implementation under the contract must comply with the provisions of Government Decree No. 46/2015/ND-CP dated May 12, 2015 on construction project quality management and maintenance, Government Decree No. 59/2015/ND-CP dated June 18, 2015 on construction project investment management, and related legal provisions.

5. Quantity and contract price management:

The parties are responsible for managing the quantity of work performed in accordance with the signed contract and accompanying documents. Adjustments to the quantity of work under the construction contract shall be implemented in accordance with Clause 1 of Article 7 of this Circular.

6. Safety, environmental protection, fire prevention management shall be carried out in accordance with Article 48 of Decree No. 37/2015/ND-CP and the following provisions:
   1. Occupational safety:

- Ensuring fencing, lighting, protection, and supervision of the project until completion and handover;

- The contractor must regularly inspect and control protective equipment, scaffolding, working platforms, lifting devices, and moving and lifting equipment, lighting and protection systems, and replacement standards for these devices. 

2. Fire prevention:

- Parties to the construction contract must comply with state regulations on fire prevention;

- Installing and maintaining a fire prevention system to effectively monitor, warn, or predict to prevent personal and property losses due to fires;

7. Contract adjustment management and other contract contents:

Fully implementing the provisions stated in Article 7 of this Circular, points a, b, c, d, đ of this Article, and other contents agreed upon by the parties in compliance with the construction project investment legal provisions applicable to the contract signed between the parties.

Article 5. Time and Progress of Construction Contract Implementation

1. The time for implementing the contract shall be calculated 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 progress schedule for the implementation of the contract to be submitted to the client for approval, including:
   1. Sequence and time for performing tasks; construction time for each main phase of the project, sub-project, and project.
   2. Inspection and testing times for works, sub-projects, and projects;
   3. Accompanying reports shall include: a general report on the methods that the contractor intends to apply and the main phases in the construction of the project; the number of staff, workers, and equipment required by the contractor at each main phase on site. The contractor must implement the detailed construction progress schedule after it has been approved by the client.
3. The progress of the contract implementation must reflect completion milestones, handover of work, and main products.
4. The client and the contractor must agree on situations where the progress can be adjusted. When adjusting the contract progress does not extend the overall progress of the contract implementation (including any extended contract implementation period according to the construction contract), both parties shall agree and adjust accordingly. In cases where adjusting the progress extends the contract implementation period, the project sponsor must report to the authorized investment decision-maker for review and decision, and all parties must clarify the responsibilities of each party for losses caused by delayed contract implementation.
5. Encouraging acceleration of contract progress based on ensuring the quality of construction projects.

8. The contractor must notify the client about specific situations that may occur in the future which could negatively impact or delay the construction project or increase the contract price.

Article 6. Contract Price, Advance Payment, and Payment of Construction Contracts

1. Depending on the characteristics, nature, and scale of each tender package, the client may choose one of the forms of contract price, with the conditions for applying various types of construction contract prices being stipulated in Article 15 of Decree No. 37/2015/NĐ-CP.

1. The construction contract price is the amount of funds the client commits to pay the contractor to perform the work according to the quantity, quality, progress, payment terms, advance payments, and other requirements agreed upon in the construction contract.
2. The contract price includes all costs to perform the work under the contract, copyright fees, profit of the contractor, and all related taxes as prescribed by law; in the construction contract, the parties must clearly specify the contents of the cost items, tax types, and fees (if any) not included in the contract price; any adjustment to the contract price must be consistent with the type of contract price and must be agreed upon by the parties in the contract; for contracts where the parties agree to make payments in multiple currencies, the corresponding contract price for each currency must be specified in detail.
3. The cost components within the construction contract price may include costs such as: direct costs for materials, labor, construction machinery; equipment costs; other construction costs such as costs for assembling machinery and equipment for construction; transportation costs for materials, machinery, and construction equipment to the site; costs for construction measures to complete the project; costs for electricity and water supply for construction; insurance costs for the contractor and third parties; testing and trial run costs; costs for storage yards and workshops; traffic assurance costs; repair and compensation costs for existing roads damaged by the contractor's construction vehicles and equipment; environmental protection and landscape maintenance costs; safety assurance costs during construction, including safety for adjacent structures, and other related costs.
4. Equipment costs in the construction contract may include factors such as: costs for purchasing equipment; taxes and fees as prescribed by law, such as import duties, customs fees, value-added tax, and other fees (if any); transportation, insurance, and other related costs, service costs for technical services accompanying the execution of the tender package, sub-project, and project.
5. The contract value is determined based on the results of contract negotiations, the decision to approve the bid price (or accept the proposed price for designated tenders) in accordance with the Tender Document (or Request for Proposal).

2. Advance payment for construction contracts is implemented according to Article 18 of Decree No. 37/2015/NĐ-CP. The method of gradually recovering advance payment is agreed upon by the parties in the contract and must ensure the following principles:

1. Gradual recovery of advance payment is carried out after the contractor has received the advance payment and recovered it through subsequent payments.
2. The entire advance payment must be recovered when the payment reaches 80% of the contract value signed.
3. Ensuring consistency with the construction contract documentation.

3. Payment of the contract is implemented according to Article 19 of Decree No. 37/2015/NĐ-CP and the following provisions:

1. The number of payments may be one or multiple.
2. The payment stage may be based on time (months, quarters) or work (concrete, steel, etc.), construction phase, part of the project (foundation, main structure, finishing, road base, road surface), project item, or the entire project;
3. The payment date is the day agreed upon by the parties in the construction contract corresponding to the payment stage;
4. Payment documentation shall comply with Article 20 of Decree No. 37/2015/NĐ-CP;

d) Payment method:

- For lump-sum contracts: payment can be made as a percentage of the contract price corresponding to each payment stage or based on the value of the work volume corresponding to each payment stage in the contract;

- For fixed unit-price contracts: payment is based on the actual completed work volume (including increased or decreased volumes, if any) accepted for each payment stage multiplied by the unit price in the contract;

- For adjustable unit-price contracts: payment is based on the actual completed work volume (including increased or decreased volumes, if any) accepted for each payment stage multiplied by the adjusted unit price according to the contract agreement. In cases where the conditions for adjusting the unit price have not been met during the payment period, the original unit price in the contract or temporarily adjusted unit price will be used for interim payment. Once the conditions for determining the adjusted unit price are met, the parties must re-calculate the payment value for that stage according to the adjusted unit price and pay the contractor accordingly;

- For combined price contracts: payment must be carried out in accordance with the provisions regarding payment stipulated for each type of contract price mentioned above;

e) For construction contracts under investment projects using ODA funds or foreign bank loans, the payment terms shall be implemented in accordance with international treaties. When agreeing on payment terms, the parties must base their agreement on the provisions of international treaties and the capital investment payment procedures prescribed by law, and include them appropriately in the contract. If the payment is in foreign currency, the parties must agree in the contract on the exchange rate and the source of the exchange rate for payment;

Article 7. Adjustment of Construction Contracts

1. Adjustment of work volume in construction contracts shall be in accordance with Article 37 of Decree No. 37/2015/NĐ-CP, Section 10 of this Circular, and the following provisions:
   1. In case force majeure occurs during construction, changing the actual volume of work under the contract, the handling of force majeure shall be carried out in accordance with Section 10 of this Circular;
   2. For lump-sum contracts: if changes to the design of the construction project approved by the investor result in changes to the required work volume under the contract, such changes (increases, decreases, supplements) must be correspondingly adjusted. This adjustment of work volume serves as the basis for adjusting the contract price in accordance with Clause 3 of this Article;
   3. For fixed unit-price contracts and adjustable unit-price contracts: implementation shall be in accordance with Point b, Clause 2 of Article 37 of Decree No. 37/2015/NĐ-CP;
   4. For additional work volumes outside the scope of the signed contract without a unit price specified in the contract, the parties involved in the contract must agree on a unit price before implementing such work volumes.
2. Article 39 of Decree No. 37/2015/NĐ-CP, Clause 10 of this Circular, and the following provisions shall govern the adjustment of the contract implementation schedule:

a) In case the contract implementation schedule is changed due to the fault of the tenderer, the tenderer must extend the contract and bear the costs arising from the extended implementation period (if any). If the contract implementation schedule is changed due to the fault of the contractor, the contractor must bear the costs resulting from their own fault according to the agreement in the contract (if any).

2. When the construction process encounters force majeure leading to changes in the contract implementation schedule, both parties shall jointly determine the time and progress caused by force majeure as the basis for adjusting the contract implementation schedule.
3. The contractor is permitted to adjust the detailed schedule (weekly, monthly, etc.) but it must be consistent with the overall schedule of the contract;
   3. Adjustment of unit price and contract price:

To be implemented in accordance with the guidance provided in Circular No. 07/2016/TT-BXD dated March 10, 2016, issued by the Minister of Construction on adjusting construction contract prices.

4. Adjustment of other contents of the construction contract
   1. Adjustment of construction methods: The contractor may change the construction method after obtaining the tenderer's approval to accelerate the progress, ensure quality, safety, and efficiency of the project based on the signed contract price.
   2. Adjustment of origin, type of materials, and equipment:

- In cases where changing the type of materials and equipment does not affect the quality of the project, the contract implementation schedule, contract price, and project effectiveness, both parties shall agree to implement such changes.

- In cases where changing the origin, type of materials, and equipment affects the quality of the project, the contract implementation schedule, contract price, and project effectiveness, both parties shall negotiate and reach an agreement after obtaining the investment decision-maker's approval.

3. In addition to the provisions stipulated in point a and point b of this clause, in cases where other contents of the construction contract need to be adjusted, both parties shall agree to make adjustments based on the agreements in the contract and relevant laws.

Article 8. Insurance and warranty under the construction contract

1. Insurance

a) The investor shall purchase insurance for the project during the construction period for projects that affect community safety, the environment, projects with special technical requirements, and complex construction conditions. If the insurance premium has been included in the contract price, the contractor shall purchase insurance for the project in accordance with the regulations.

b) The contractor must purchase necessary types of insurance (insurance for construction workers, equipment insurance, third-party insurance, etc.) to ensure their activities in compliance with the law.

2. Warranty

1. The contractor is responsible for warranty services for the project and equipment in accordance with the agreements in the contract. The agreements between the contracting parties regarding the warranty period and warranty guarantee level must comply with the construction law regulations.
2. The warranty guarantee can be implemented through a guarantee form or another form agreed upon by the parties, but priority should be given to the guarantee form.
3. The contractor can only be refunded the warranty guarantee for the project after the warranty period ends and the investor confirms the completion of the warranty work.
4. 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 tenderer; if the contractor does not perform the warranty work during this period, the tenderer has the right to use the warranty money to hire other organizations or individuals to repair the defects.

d) The minimum warranty period for project components and construction projects is twenty-four (24) months for special grade and grade I projects; not less than twelve (12) months for remaining grades; for residential buildings, the warranty period must be at least five (5) years.

5. The warranty period for equipment is determined in the construction contract but cannot be shorter than the manufacturer's warranty period and starts from the date of acceptance of the equipment installation work.
   7. For project components that have quality defects or incidents during construction and have been repaired or addressed by the contractor, the warranty period for these components may be extended based on an agreement between the tenderer and the contractor before acceptance.
   8. The minimum warranty guarantee level is specified as follows:

- Three percent (3%) of the contract value for special grade and grade I construction projects;

- Five percent (5%) of the contract value for remaining grade construction projects.

i) The contractor has the right to refuse warranty in cases where damage or defects arise not due to the contractor's fault or due to force majeure.

k) Upon completion of the warranty period, the contractor shall prepare a report on the completion of warranty work and submit it to the tenderer. The tenderer is responsible for confirming the completion of the warranty in writing for the contractor.

Article 9. Subcontracting Contracts

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

1. The subcontracting contract can only be signed in accordance with the professional capacity and operational capacity of the subcontractor.
2. Foreign contractors implementing construction contracts on Vietnamese territory as the main contractor must use domestic subcontractors that 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 for re-export, 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.
3. For subcontractors not listed in the subcontractor list attached to the contract, their inclusion must be approved by the project owner.
4. The general contractor and main contractor shall be responsible to the project owner for progress, quality, labor safety, environmental protection, errors made by themselves, and works carried out by subcontractors.

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

When negotiating and signing the contract, the party awarding the contract and the party accepting the contract must clearly specify the list, scope of work, and estimated value of the work to be assigned to the subcontractor as proposed in the bidding documents. When supplementing work for the subcontractor outside the scope of work already approved by the project owner, the general contractor and main contractor must report to the project owner for review and approval before implementation.

2. Subcontractors designated by the project owner (if any)
   1. Subcontractors designated by the project owner are subcontractors designated by the project owner for the main contractor or general contractor to hire as subcontractors to carry out specialized tasks with high technical requirements or when the main contractor or general contractor fails to meet the requirements regarding safety, quality, and progress of the contract after the project owner has requested.
   2. 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.
   3. The main contractor or general contractor has the right to refuse subcontractors 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 contract requirements.
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 where the parties have agreed otherwise.
4. The subcontractor shall have all the rights and obligations of the party accepting the contract as prescribed in this Circular and other relevant laws.

Article 10. Risks and Force Majeure

1. Risks and force majeure shall be implemented in accordance with Article 51 of Decree No. 37/2015/NĐ-CP and the following provisions:

1. Other force majeure events during construction include the following: encountering caves, artifacts, archaeological sites, and mud pockets during construction that were not fully anticipated by the parties at the time of signing the contract.
2. Responsibilities of the parties for risks

- For risks included in the contract price, when such risks occur, the party accepting the contract must bear the responsibility for remedying the consequences with its own funds.

- For risks that have been insured, the costs of remedying the consequences of these risks will be paid by the insurance company and will not be included in the contract price.

- The party accepting the contract must compensate and bear damages to the party awarding the contract for any damage, loss, and related expenses (including fees and legal costs) caused by its own fault.

- The party awarding the contract must compensate the party accepting the contract for any losses, damage, and related expenses (including fees and legal costs) caused by its own fault.

c) Notification of force majeure

- When one party encounters a force majeure event, it must notify the other party in writing as soon as possible, specifying in the notification the obligations and work related to the consequences of the force majeure.

- The notifying party is exempt from performing work within its responsibility during the period affected by the force majeure event impacting the contractual obligations.

e) Responsibilities of the parties for force majeure

- If the party accepting the contract is prevented from performing its contractual duties due to force majeure as notified in accordance with the terms of the contract, leading to delays and additional costs due to force majeure, the party accepting the contract may request the following:

+ Extension of the time due to delay as provided in the Contract (extension of completion time);

+ Payment of additional costs incurred as stipulated in the Contract.

- The party awarding the contract must consider and decide on the requests of the party accepting the contract.

- The resolution of the consequences of force majeure does not apply to the payment obligations of either party to the other party under the contract.

g) Termination of the contract due to force majeure, payment, and discharge of liability

If the performance of the contract's work is stopped due to force majeure as notified in accordance with the contract for a period exceeding the number of days of force majeure notified, then one of the parties has the right to send a notice of termination of the contract to the other party.

In this case, the party awarding the contract shall pay the party accepting the contract:

- Payments for any work completed whose prices are specified in the contract;

- Costs for equipment and materials ordered for the project that have been delivered to the party accepting the contract, or items that the party accepting the contract is responsible for receiving: these items will become the property (and risk) of the party awarding the contract upon payment by the party awarding the contract, and the party accepting the contract will allow the party awarding the contract to use them.

Article 11. General Contract for Construction Works

1. A general contract for construction works is a contract signed between the contractor (general contractor) and the project investor to construct all works of an investment construction project.
2. The management and implementation of a general contract for construction works shall be carried out as prescribed in Article 4 of this Circular with respect to the entire project.
3. Rights and obligations of the construction general contractor:
   1. The construction general contractor has the rights stipulated in Clause 1 of Article 28 of Decree No. 37/2015/NĐ-CP and the following rights:

- Controlling all construction means and methods within the scope of the entire project's construction site.

- Selecting subcontractors through bidding or direct assignment in accordance with the general construction contract already signed and the laws on investment in construction projects;

- Supplementing or replacing subcontractors (if necessary) to ensure quality, cost, and progress of the work under the contract after obtaining the investor's approval;

2. The construction general contractor has the obligations as prescribed in Clause 2 of Article 28 of Decree No. 37/2015/NĐ-CP and the following obligations:

- Organizing the management and coordination of the construction site, directing subcontractors on the reasonable use of auxiliary works, construction works serving construction to avoid waste; using, protecting the construction site surface, and maintaining public order at the construction site. Subcontractors must comply with the general contractor's direction on managing the construction site.

- Establishing and agreeing with the investor on the schedule for implementing each phase of construction and major construction items, and the payment plan of the contract;

- Organizing the procurement, manufacturing, and supply of materials and equipment according to the requirements and progress of the general construction contract; agreeing and unifying with the investor on the content of the tender invitation for purchasing main technological equipment and the procurement costs of the contract based on the bidding results for equipment (if agreed upon in the contract);

- Organizing a quality management system and ensuring the quality of work performed in accordance with regulations on construction quality management and contractual agreements;

- Organizing, coordinating, and managing activities on the construction site; implementing measures to ensure environmental hygiene, fire prevention, labor safety, and security on the construction site;

- Proactively coordinating with the investor in organizing training for management staff and workers operating and using the works; implementing technology transfer, handing over drawings and technical documents related to operation, use, and maintenance of the works to the investor;

- Performing testing, calibration, trial operation, and synchronized commissioning of the works and handing over completed works to the investor in accordance with contractual agreements and state regulations;

- Implementing warranty for the works in accordance with state regulations;

- Being responsible under the law and before the investor for the quality and progress of work implementation under the signed contract, including work performed by subcontractors, and compensating for material losses caused by their own fault;

4. The general contractor fee for construction works shall be included in the price of the general construction contract.

Article 12. Content guiding the application of construction contract templates

1. The construction contract template published along with this Circular is for organizations and individuals to use in drafting contracts for construction tender packages.

The construction contract template published along with this Circular is used for construction contracts between the project owner and the contractor; in cases where the tendering party is the general contractor, the parties shall apply this contract template appropriately.

3. When using the contract template published along with this Circular to negotiate and sign contracts, the parties shall base their actions on the specific requirements and conditions of the tender package, the provisions of Decree No. 37/2015/NĐ-CP, the guidance provided in this Circular, and other relevant guidelines.

1. The parties must agree in the contract on specific timeframes regarding payment deadlines, contract performance guarantee period, response time for documents, contract termination time, and similar situations.
2. If the scope and requirements of the specific tender package differ from those in the contract template attached to this Circular, the parties shall adjust and supplement accordingly.
3. In cases where the parties agree that the scope of work for product acceptance differs from the contract template attached to this Circular, the parties shall adjust and supplement accordingly.
4. In cases where the contractor is a joint venture, the parties shall agree in the contract on the method of ensuring contract performance and advance payment guarantee as prescribed.
5. The parties shall agree on an appropriate advance payment amount consistent with the requirements of the construction contract.
6. The parties shall agree on the type of currency and payment form in the contract but not contrary to the requirements in the tender invitation documents and the regulations on foreign exchange.
7. Depending on the nature and conditions of each project and tender package, the parties shall select the type of contract price according to Article 15 of Decree No. 37/2015/NĐ-CP as appropriate.

Article 13. Effective Date

1. Transitional Provisions:

1. Construction contracts signed and being implemented before the effective date of this Circular shall be carried out according to the regulations on construction contracts prior to the effective date of this Circular.
2. For construction contracts currently under negotiation and not yet signed, if there are any contents that do not comply with the provisions of this Circular, they shall report to the competent authority for investment decision-making for examination and decision-making based on the principle of ensuring quality, progress, and effectiveness of the construction investment project without harming the rights and legitimate interests of the parties.

c) Contents related to construction contracts in tender invitation documents and request documents that have been approved but not yet issued, if any content does not comply with the provisions of this Circular, shall be adjusted to be compliant; in cases where tender invitation documents and request documents have already been issued, if there are changes to the contract-related content to comply with the provisions of this Circular, all bidders who have purchased tender documents and request documents must be notified to adjust their tender documents and proposals accordingly; in cases where bidding has closed, the provisions at point b of this clause shall be followed.

2. Any contents related to construction contracts not guided in this Circular shall be implemented according to the provisions of Decree No. 37/2015/NĐ-CP.
3. This Circular takes effect from May 1, 2016, and replaces Circular No. 09/2011/TT-BXD dated June 28, 2011, of the Ministry of Construction guiding the Construction Contract Template.