Decree No. 37/2015/NĐ-CP detailing construction contracts

DECREE

Detailed regulations on construction contracts

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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,

The Government issues this Decree to provide detailed regulations on construction contracts.

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

1. This Decree provides detailed regulations on construction contracts.

a) Investment construction projects of state agencies, political organizations, political-social organizations, political-social-professional organizations, social-professional organizations, social organizations, units belonging to the people's armed forces, public service units;

b) Investment construction projects of state-owned enterprises;

c) Investment construction projects not covered by Points a and b of this Clause that use state capital, state-owned enterprise capital at 30% or more, or less than 30% but over 500 billion VND in the total investment amount of the project;

It is encouraged for organizations and individuals related to construction contracts under investment projects using other sources of funds to apply the provisions of this Decree.

3. For construction contracts under projects using official development assistance (ODA) funds, if international treaties to which Vietnam is a member have different provisions from those stipulated in this Decree, the provisions of such international treaties shall be implemented.

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.

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.

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

3. The contractor is the general contractor or the main contractor when the tenderer is the project investor; it is a sub-contractor when the tenderer is the general contractor or the main contractor. The contractor may be a consortium of contractors.

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

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

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

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

8. Technical specifications are a collection of technical requirements based on technical standards applied to works and design of construction works to guide and regulate materials, products, equipment used for construction package works and construction, supervision, and acceptance of construction works.

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

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

11. Main contractor is the contractor directly signing a construction contract with the construction project investor.

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

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 may be the main contractor, general contractor, or subcontractor.

Article 3. Types of construction contracts

1. According to the nature and content of the work, 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 performing the construction execution of a project, a project component, or a construction work according to the design of the construction project; general construction execution contract is a construction execution contract for performing all works of an investment project;

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

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

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;

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

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

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

c) Internal assignment contract is a contract between the tendering 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 the 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 subcontract domestic contractors to perform the works of the contract when domestic contractors meet the requirements of the tender package.

2. The project owner or the representative of the project owner 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 progress, quality, and effectiveness of the investment project.

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 already 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.

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 prescribed in Clause 3, Article 138 of the Construction Law No. 50/2014/QH13.

Article 6. Legal Effectiveness and Legal Nature of Construction Contracts

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

a) The participants in the signing have full civil capacity;

b) Comply with the principles for signing contracts as stipulated in Article 4 of this Decree;

c) The contract is in writing and signed by the duly authorized representatives of the parties to the contract according to the law. If one party to the contract is an organization, that party must sign and stamp the contract in accordance with the law.

2. The effective date of the construction contract is the date of signing the contract (stamped if applicable) or a 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 with provisions on performance guarantees).

3. Legal nature of construction contracts:

a) An effective construction contract is the highest legal basis for the contracting party, the contractor, and related parties to fulfill their obligations;

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 allocation bodies, lending institutions, inspection, audit bodies, and other related agencies must base their functions and tasks on the content of the legally effective construction contract, without infringing upon the rights and legitimate interests of the parties to the contract.

Article 7. Management and Implementation of Construction Contracts

1. Within the scope of their rights and obligations, the parties shall establish plans and measures to organize the implementation in accordance with the contents of the signed construction contract in order to achieve the agreements stipulated in the contract.

2. Depending on the type of construction contract, the management and implementation of construction contracts include:

a) Management of contract performance progress;

b) Quality management;

c) Quantity and price management of the contract;

d) Management of labor safety, environmental protection, and fire prevention;

đ) Management of contract adjustments and other contract contents.

3. The tendering party and the contractor must appoint and notify the other party about the representative for managing the implementation of the construction contract. The representatives of each party 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 and implementation of the construction contract must be made in writing. The content of the written suggestions, proposals, and requests must clearly state the basis, grounds, effectiveness (if any), and the deadline for response according to the agreement in the contract. Upon receiving suggestions, proposals, or requests from one party, the other party must respond in writing regarding approval or non-approval within the agreed deadline in the construction contract, but not exceeding seven (07) working days from the date of receipt of the suggestion, proposal, or request, except in cases where the parties have agreed otherwise. After this period, if the party receiving the suggestion, proposal, or request does not resolve it without providing a valid reason causing damage to the other party, they must bear full responsibility and compensate for the damage (if any).

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

Chapter II
SPECIFIC PROVISIONS

Section 1
INFORMATION, BASIS FOR CONTRACT SIGNING, CONTENT, DOCUMENTS, APPLICABLE LAW AND LANGUAGE USEDFOR 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. Trading names of the parties involved in signing the contract, representatives of the parties, business registration addresses or transaction addresses, tax identification numbers, business registration certificates, bank account numbers, telephone, fax, email, time and place of contract signing, and related information.

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

Article 9. Basis for Signing Construction Contracts

1. The basis for signing construction contracts includes requirements for work to be performed that are agreed upon by the parties, results of selecting contractors, negotiation outcomes, completion of the contract, and 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 FEED design.

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. Contents of construction contracts, construction contract files, and the priority order of accompanying contract documents

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

Article 11. Applicable laws and languages for 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 shall be Vietnamese and the foreign language agreed upon by the parties; in case of disagreement, English shall be used.

Section 2
CONTENT AND QUANTITY OF WORK QUALITY REQUIREMENTSAND PROGRESS OF IMPLEMENTATION

Article 12. Contents and quantity of work of construction contracts

1. The contents and quantity of work of construction contracts are the contents and quantities of work that the tendering party concludes with the contractor in accordance with the scope of work of the contract and must be clearly agreed upon by both parties 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 related legal documents. Depending on the specific type of construction contract, the scope of work is determined as follows:

a) For consultancy construction contracts: It involves planning; preparing investment projects; designing; surveying; managing projects; managing the implementation of construction contracts; supervising construction works; reviewing designs, budgets, and other consultancy works in investment activities;

b) For construction execution contracts: It involves providing building materials, labor, machinery, and equipment for construction works 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 works; training and guiding operation, maintenance, repair; technology transfer; trial operation without load and with load; other works in accordance with approved design documents;

đ) For turnkey contracts: The main content involves preparing investment construction projects; designing; supplying equipment and constructing works; training and guiding operation, maintenance, upkeep, repair; technology transfer; trial operation without load and with load; handing over completed works ready for operation to the tendering party and other works in accordance with approved projects.

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

Article 13. Quality requirements for products and acceptance, handover of construction contract products

1. Quality requirements for construction contract products:

a) The quality of construction contract products must meet the requirements of the contract, comply with, and satisfy the quality requirements stipulated by law. The parties involved in the contract must agree in the contract on standards and technical guidelines applicable to the construction contract products (National Standards and Technical Regulations);

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 handover of completed works:

a) Agreements on the acceptance and handover procedures between the parties involved in the contract must comply strictly with the legal regulations on construction project quality management;

b) Works requiring acceptance and handover; bases for acceptance and handover; procedures, timing for acceptance and handover of completed works; personnel participating in acceptance and handover; inspection forms; regulations on signatures, inspection records, and documents must conform to legal provisions and be agreed upon by the parties in the contract;

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

d) For works that require acceptance before transitioning to other works, the contractor must notify the tendering party in advance to carry out acceptance in accordance with legal regulations on construction project quality management;

đ) For defective products (not meeting contract requirements), they must be repaired; if they cannot be repaired, they must be removed. The party causing the defect shall bear all costs related to repairs, re-inspection, and other costs associated with rectifying defects, as well as the progress of implementing the contract.

Article 14. 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 shall be responsible for preparing a detailed progress schedule for the implementation of the contract to submit to the client for approval as a basis for implementation.

3. The progress schedule must reflect completion milestones and handover of major works and products.

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

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

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

7. It is encouraged to expedite the progress of contract implementation based on ensuring the quality of the contract product. In cases where expediting the progress brings higher benefits to the project, the contractor may be eligible for rewards according to the agreement in the contract.

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

Section 3
CONTRACT PRICE, PROVISIONAL PAYMENTS, PAYMENT, SETTLEMENT AND TERMINATION OF CONSTRUCTION CONTRACTSAMENDMENT AND TERMINATION OF CONSTRUCTION CONTRACTS

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

1. The contract price for construction is the amount of funds that the client commits to pay the contractor to perform the work according to the volume, quality, progress, payment conditions, provisional payments stipulated in the construction contract, and other requirements agreed upon in the contract.

2. In construction contracts, the contents of cost items, taxes, fees (if any) included and not included in the contract price must be clearly stated. Any adjustment to the contract price must be consistent with the type of contract and the form of the contract price and must be agreed upon by both parties in the contract. For construction contracts where payment is made in multiple currencies, the corresponding contract prices for each currency must be specified.

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

a) A lump-sum contract price is a fixed price throughout the 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 the 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 the adjusted unit price due to inflation, as agreed upon in the contract, multiplied by the corresponding volume of work subject to price adjustment. The method of adjusting the unit price due to inflation is implemented in accordance with Clause 3 and 4 of Article 38 of this Decree.

- The remuneration for experts is the cost for experts, determined based on the salary for experts and related costs agreed upon 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 expenses, and other reasonable costs.

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 is determined based on the bid price or the result of negotiations and discussions between the parties regarding the construction contract.

5. The conditions for applying the types of contract prices for construction are 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 contract signing when the conditions are sufficient to clearly define the volume and unit price to implement 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 participating parties 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 its own risks.

b) For fixed unit price contracts:

A fixed unit price contract price is applied to tender packages at the time of selecting contractors and negotiating contract signing when the conditions are sufficient to clearly define the unit price to implement the work according to the requirements of the construction contract, but the exact volume of work cannot be accurately determined. At that time, the unit price for the 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 its own risks. At that time, the tender package price and contract price of both parties must anticipate reserve costs for inflation and volume factors.

c) For adjustable unit price contracts: These are applied to tender packages at the time of selecting contractors and negotiating contract signing when the participating parties 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 that time, the tender package price and contract price of both parties must anticipate reserve costs for inflation and volume factors.

Article 16. Guarantee for the Performance of Construction Contracts

1. Guarantee for the performance of construction contracts refers to the contractor's implementation of one of the measures such as depositing a bond, making a pledge, or providing a guarantee to ensure the fulfillment of their obligations during the contract period; it encourages the application of the 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, type of currency, and method of guarantee; following a model accepted by the employer and remaining valid until the contractor has fulfilled all obligations under the contract or after the employer has received a warranty guarantee for construction works and equipment supply contracts. For construction advisory contracts, internal subcontracting contracts, construction contracts within 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 a guarantee for the performance of the contract to the employer, with the amount of guarantee corresponding to the value of the contract portion 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 a guarantee for the performance of the contract to the lead contractor corresponding to the contract value they undertake.

4. The value of the guarantee for the performance of the contract and the method of guarantee must be specified 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 risk prevention is required, 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 if they refuse to perform the contract after its effectiveness and in other breach cases stipulated 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 obligations under the contract or has transferred to the warranty obligation and the employer has received a warranty guarantee for construction works and equipment supply contracts.

Article 17. Guarantee for Payment of Construction Contracts

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

2. Prior to 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 urgent 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 can 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 must have received the advance payment guarantee (if any) corresponding to the value of each type of currency agreed upon by both parties.

3. The level of advance payment, the time of advance payment, and the recovery of advance payment must be specifically agreed upon by both parties in the contract. The level of advance payment and the number of advance payments under the construction contract must be clearly stated in the tender invitation documents, request documents, or in the draft construction contract sent to the contractor for the contractor to base their bidding price proposal on.

4. Advance payment guarantee:

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 with the equivalent value of the advance payment 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.

c) 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 to the amount of advance payment recovered through each payment between the parties.

a) For consulting contracts:

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

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

b) For construction project implementation contracts:

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

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

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

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

d) Where the parties agree to advance payment at a higher level 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) Advance payment shall be gradually recovered through payments, the recovery rate for each payment is agreed upon by both parties in the contract but must ensure that the advance payment is fully recovered when the payment value reaches 80% of the signed contract value.

6. The contractor must use the advance payment under the contract 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 stored seasonally, the tendering party and the contractor shall agree on the advance payment plan and level to ensure the progress of the 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 time points, 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, except in cases where the parties have other agreements.

4. In cases where the payment period does not meet the payment conditions specified in 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 payments to the contractor in accordance with the provisions of Clause 3 of this Article.

5. For lump-sum contracts: Payments are 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 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 are made based on the actual completed volume (including increased or decreased volumes, 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 is regulated as follows:

a) Expert fees are determined based on the agreed expert salary and related costs multiplied by the actual working time accepted (by month, week, day, hour).

b) Other expenses outside the expert remuneration are paid according to the payment method stipulated in the contract.

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

9. Payment for additional quantities (outside the contract) without unit prices in the contract shall be implemented according to the contractual agreements or supplementary agreements reached by the parties before implementation and must comply with relevant legal provisions.

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 is 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 providing payment services must transfer the full value of that payment to the contractor;

c) For construction contracts under projects using ODA funds or foreign credit institution loans, the payment deadline shall be implemented in accordance with international treaty provisions. When agreeing on payment deadlines, the parties must base their agreement on international treaty provisions 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 payments or to make payments 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 for proposal.

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 stipulated in the contract.

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

a) Completion acceptance record for all work within the scope of the contract and additional work outside the scope of the contract;

b) The calculation table of the final settlement value of the construction contract (referred to as A-B settlement), which specifies the value of completed work according to the contract; the value of additional work volume 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 documentation, construction project progress log for contracts involving construction work;

d) Other documents as agreed in the contract.

The termination of construction contracts shall be carried out in accordance with Clause 3 and Clause 4 of Article 147 of the Construction Law No. 50/2014/QH13.

Section 4
RIGHTS AND OBLIGATIONS OF THE PARTIES OF 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 ensure compliance with legal provisions.

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 key personnel managing the implementation of the contract, such change must be approved by the contracting party.

3. In cases where the contractor is a group company or holding company implementing the construction contract, it may directly assign the work to its subsidiaries provided that transparency and fairness are ensured, matching the capabilities of each subsidiary, and obtaining prior approval from the contracting party.

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 as stipulated in the contract;

b) The right to refuse acceptance of consulting products that do not meet quality standards as stipulated in the contract;

c) The right to inspect the quality of the contractor's work without hindering the normal operations of the contractor;

d) Other rights as prescribed by law.

2. Obligations of the consulting contracting party:

a) To provide the contractor with information about work requirements, documents, payment guarantees, and necessary means to perform the work as agreed in the contract (if applicable);

b) To protect the copyright of the consulting product as stipulated in the contract;

c) To resolve the contractor's complaints within the authority during the implementation of the contract within the deadline agreed upon by the parties in the contract;

d) To pay the contractor 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 Contract Contractor

1. Rights of the Consulting Contract Contractor:

a) Request the tendering party to provide information and documents related to the consulting tasks and working tools as agreed in the contract (if applicable);

b) Propose changes to the conditions for providing consulting services for the benefit of the tendering party or when discovering factors affecting the quality of consulting products;

c) Refuse to perform unreasonable work outside the scope of the contract and unlawful requests from the tendering party;

d) Be guaranteed author's rights according to the provisions of the law (for consulting products with author's rights);

đ) Other rights as prescribed by law.

2. Obligations of the Consulting Contract Contractor:

a) Complete the work on time and to the agreed quality in the contract;

b) For design contracts: Participate in the acceptance of construction works together with the project owner according to the legal regulations on construction quality management, supervise authors, and respond to contents related to the design documents as requested by the tendering party;

c) Safeguard and return to the tendering party the documents and working tools provided by the tendering party under the contract upon completion of the work (if applicable);

d) Immediately notify the tendering party in writing about incomplete information, insufficient materials, and non-compliant working tools that affect the completion of 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 Contract Tenderer

1. Rights of the Construction Contract Tenderer:

a) Temporarily halt construction of the project and request rectification of consequences when the contractor violates regulations concerning construction quality, labor safety, environmental protection, and fire prevention;

b) Inspect the quality of work performed and manufacturing facilities of the contractor without hindering their normal operations;

c) Other rights as prescribed by law;

2. Obligations of the Construction Contract Tenderer:

a) If the tenderer is the project owner, they must apply for a construction permit as required by law;

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

c) Appoint and notify the contractor in writing about key personnel participating in the contract implementation management;

d) Provide design documents and related materials, tools, machines, and equipment as agreed in the contract (if applicable) and as required by relevant laws;

đ) Pay the contractor according to the payment schedule specified 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;

h) Acceptance, payment, and settlement of the contract within the prescribed deadlines;

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

k) Examine and promptly approve in writing proposals related to design and construction by the contractor 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 regarding additional quantities outside the contract; refuse to perform works outside the scope of the contract without prior agreement from 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 when the Tenderer delays handing over the site and other losses caused by 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 fulfill the tasks under 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, schedule, 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 the construction site, ensuring safety, public 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 the construction work undertaken. To repair errors in the project for work performed by themselves;

i) To coordinate with other contractors working on the construction 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 construction site within the specified period after the project has been accepted, handed over, or the contract terminated as provided for 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 keep confidential 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 comply with the quantity, quality, type, and origin agreed upon in the contract.

4. If the Tenderer undertakes the design of 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. Operate trial runs of the technology equipment together 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 provided technology equipment;

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 right infringements arising from such technology equipment;

c) The parties involved in signing the contract shall be responsible for immediately informing 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 standards 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 as stipulated in 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 documentation concerning the contract's products as stipulated in the signed contract;

đ) Review and approve lists of subcontractors meeting the required qualifications not included in the original 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) Appoint and notify the Contractor in writing of the key personnel participating in managing and executing the contract;

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

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

e) Supervise the performance of work as stipulated in 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 within the prescribed deadlines.

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 tenderer 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 tenderer on 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 tenderer that violate 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 implement the works under the contract;

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

c) Notify the tenderer about incomplete information, insufficient documents, and inadequate working tools affecting the implementation 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;

đ) Perform the work under the contract ensuring safety, quality, timely progress, and other agreements in the contract;

g) Organize procurement, manufacturing, and provision of technological equipment meeting the requirements and progress of the contract; select subcontractors (if any) through bidding or direct assignment and obtain investor's approval; agree and unify with the investor on the content of the tender documents for procurement of technological equipment (if agreed upon in the contract);

h) Organize training for management staff and workers to operate the project, transfer technology and accompanying technical services (if agreed upon in the contract);

i) Carry out testing, calibration, synchronous trial operation of the project, and hand over the completed project to the tenderer in accordance with the agreement in the contract and current laws;

k) Ensure that products provided by the contractor do not infringe intellectual property rights as prescribed by law;

l) Hand over relevant documents and files related to the contract product to the tenderer according to the content of the signed contract;

m) Other obligations as prescribed by law;

Article 33. Rights and Obligations of the Turnkey Contract Tenderer

In addition to the rights and obligations stipulated in Article 31 of this Decree, the tenderer in a turnkey contract also has the obligation to inspect the investment construction project to submit to competent authorities in accordance with laws on construction, and have the investment decision-making authority review, approve, or review and approve according to their authority;

Article 34. Rights and Obligations of the Turnkey Contract Contractor

In addition to the rights and obligations stipulated in Article 32 of this Decree, the turnkey contract contractor also has the obligation to prepare the investment construction project, participate in defending the project together with the tenderer before the investment decision-making authority, and complete the project according to the tenderer's requirements in accordance with the contract agreements.

Section 5
AMENDMENT OF CONSTRUCTION CONTRACTS

Article 35. Amendment of Construction Contracts

1. The amendment of a construction contract includes the adjustment of volume, unit price, progress schedule, contract price, and other contents agreed upon by the parties in the contract.

1. The amendment of a construction contract shall only be applied during the performance period of the contract.

2. For lump-sum contracts, the contract can only be amended for additional work volumes outside the scope of work specified 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, it means tasks outside the consultancy scope); and in cases of force majeure.

3. If the adjusted contract price does not exceed the approved tender package price or budget estimate (including contingency costs for that package), the investor has the right to decide on the adjustment; if it exceeds the approved tender package price or budget estimate, prior approval from the Investment Decision Authority is required, and sufficient funds must be ensured for payment to the contractor according to the agreement in the contract.

Article 37. Adjustment of Work Volumes in Construction Contracts

1. The parties to the contract must specifically agree on the circumstances under which work volumes can be adjusted, the scope, and the procedures and formalities for adjusting work volumes.

2. The adjustment of work volumes in construction contracts is regulated as follows:

a) For lump-sum contracts: In cases where reasonable additional work arises outside the scope of the signed contract (for construction works contracts and equipment supply contracts, this means work outside the scope required by the design; for consultancy contracts, it means tasks outside the consultancy scope),

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

b) For fixed unit price contracts and adjustable unit price contracts: Supplementing reasonable work volumes without unit prices in the contract but not exceeding the approved tender package price, the investor and the contractor calculate, agree, and sign supplementary contract appendices; if it exceeds the approved tender package price, it must be reviewed and decided by the Investment Decision Authority; work volumes with unit prices in the contract are determined based on actual completed volumes (increased or decreased compared to the volumes in the signed contract) and accepted.

Article 38. Adjustment of unit prices and contract prices 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 grounds 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 unit prices in contracts shall be regulated as follows:

a) The adjustment of unit prices for the implementation of contracts only applies to adjustable unit price contracts and time contracts when the parties have agreed in the contract.

c) In cases where the actual volume of work performed increases or decreases by less than or equal to 20% compared to the corresponding volume of work recorded in the contract, the unit price in the contract, including the unit price that has been adjusted according to the agreement in the contract (if any), shall be applied for payment.

d) The adjustment of unit prices for those volumes of work for which at the time of signing the contract, the tenderer and contractor have agreed to adjust the unit price according to the provisions of Clause 3 of this Article and the guidance of the Ministry of Construction.

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

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 sources of information about prices or price indices from competent state agencies to adjust the contract price according to the following formula:

G_No. = G_HĐ x P_n

Where:

- "G": Is the payment price corresponding to the completed and accepted volumes of work._No.- "B": Is the price in the contract corresponding to the completed and accepted volumes of work.

- "G": Is the payment price corresponding to the completed and accepted volumes of work._HĐ- "P": The adjustment factor (increase or decrease) applied to the payment of the contract for the completed and accepted volumes of work within the period "n".

4. The Ministry of Construction provides specific guidance on adjusting construction contracts._nArticle 39. Adjustment of the progress schedule in construction contracts

1. In construction contracts, the parties must agree on the cases where the progress schedule can be adjusted. In cases where the completion deadline is later than the schedule in the contract, the parties must clearly define the responsibility of each party for damages caused by delays.

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

a) Due to the impact of earthquakes, typhoons, floods, tsunamis, fires, enemy attacks, or other force majeure events;

b) Changes or adjustments to the project, scope of work, design, or construction methods at the request of the tenderer affecting the progress schedule of the contract;

c) Due to the handover of the site not being in accordance with the agreements in the contract, suspension of the contract due to the fault of the tenderer, related procedures affecting the progress schedule of the construction contract but not due to the fault of the contractor;

d) Suspension of work at the request of a competent state authority not due to the fault of the tenderer.

3. When adjusting the contract schedule does not extend the progress schedule of the contract (including the extended period of the contract schedule according to the provisions of the construction contract), the investor and the contractor shall negotiate and agree on the adjustment. In cases where the adjustment of the schedule extends the progress schedule of the contract, the investor must report to the authorized person for investment approval to consider and decide.

TEMPORARY SUSPENSION, TERMINATION, REWARD, AND PENALTY FOR VIOLATIONS

3. When adjusting the contract schedule does not extend the actual implementation schedule of the contract (including the time for extending the implementation schedule of the construction contract as stipulated in the contract), the project owner and the contractor shall negotiate and agree on the adjustment. In cases where the adjustment extends the implementation schedule of the contract, the project owner must report to the Investment Decision Authority for consideration and decision.

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

Article 40. Suspension of Performance of Construction Contract Work

1. Situations for suspending performance of work under the construction contract, rights 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 involved in the contract may suspend the performance of the construction contract in the following cases:

a) The contracting party has the right to suspend the performance of the construction contract when the contractor fails to meet the requirements regarding quality, labor safety, and progress as stipulated in the signed contract.

b) The contractor has the right to suspend the performance of the construction contract and extend the contract's implementation 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 exceeding twenty-eight (28) days from the due date according to Clause 10, Article 19 of this Decree, except where the parties have a different agreement; lacking payment guarantees for upcoming work volumes.

3. Prior to one party suspending the performance of work under the contract, they must notify the other party in writing at least twenty-eight (28) days in advance, clearly stating the reasons for suspension; the contracting party and the contractor must have the responsibility to negotiate and resolve issues to continue performing the contract as agreed, except in cases of force majeure.

In case the party suspending the contract does not notify or the reasons for suspension do not comply with the contract provisions, they must compensate the other party for damages.

Article 41. Termination of Construction Contract

1. Situations for terminating the contract, rights to terminate the contract; procedures and compensation levels for termination must be agreed upon by the parties 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 specified in Clauses 7 and 8 of this Article.

3. If the contract has been suspended and the breaching party does not rectify their mistake within fifty-six (56) days from the start of the suspension notice, except where the parties have a different agreement and there is no valid reason, then the party suspending can terminate the contract.

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

5. Before one party terminates the contract, they must notify the other party in writing at least a certain period of time as agreed in the contract but not less than twenty-eight (28) days, except where the parties have a different agreement and must clearly state the reasons for terminating the contract. If the party terminating the contract does not notify and causes damage to the other party, they must compensate the other party for damages.

6. The construction contract ceases to be effective from the date of termination and the parties must complete the contract liquidation procedures within the agreed period in the contract, but not more than fifty-six (56) days from the date of the termination notice, except where the parties have a different agreement. Beyond this period, if one party does not perform the contract liquidation procedures, the other party has full authority to decide on the contract liquidation.

7. The contracting party 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 contracting party;

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

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

a) The contracting party 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 stopped due to the fault of the contracting party, except where the parties have a different agreement;

c) The contracting party fails to pay the contractor after fifty-six (56) days from the date the contracting party receives all valid payment documentation, except where the parties have a different agreement.

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 has not completed this removal within this period, the contracting party has the right to handle these assets, except where the parties have a different agreement.

The implementation of contract rewards and breach penalties shall be carried out in accordance with the provisions of Clause 1 and 2, Article 146 of the Construction Law No. 50/2014/QH13.

Article 43. Liability for Breaching Construction Contracts

1. Liability for breaching construction contracts shall be implemented according to the provisions from Clause 3 to Clause 7, Article 146 of the Construction Law No. 50/2014/QH13, the provisions of this Decree, and related 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 at the overdue interest rate published by the commercial bank where the contractor has 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
DISPUTES AND RESOLUTION OF CONSTRUCTION CONTRACT DISPUTES

Article 44. Complaints During the Execution of Construction Contracts

1. Complaints during the execution 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.

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 neither party raises a complaint, both parties must comply with the signed agreements.

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 an opinion, it will be considered as accepting the complained contents raised by the other party.

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 according to the provisions of Article 45 of this Decree.

Article 45. Resolution of Construction Contract Disputes

1. When resolving disputes during the execution 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 involved in the contract 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 handling of contract 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 between the parties. Members of the dispute resolution panel must be persons with appropriate expertise relevant to the disputed content, experience in resolving contract disputes, and knowledge of the 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 beyond the aforementioned period, no party objects to the mediation conclusion, 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 to the contract, unless the parties have agreed otherwise.

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

Section 8
OTHER CONTENTS OF CONSTRUCTION CONTRACTS

Article 46. Insurance and warranty under construction contracts

1. Insurance

a) The project owner 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. In cases where the insurance fee has been included in the contract price, the contractor shall be responsible for purchasing the project insurance in accordance with the 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 workers on the site, equipment insurance, third-party insurance, etc.) to ensure their operations in accordance with the provisions of 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 level 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 for the project 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 awarding the contract; during this period, if the contractor does not perform the warranty work, the party awarding 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 in Vietnam as the main contractor must use domestic subcontractors meeting 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 temporary imported and re-exported materials and equipment, specific provisions must be made 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) Subcontractors not listed in the subcontractor list attached to the contract must be approved by the project owner;

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

đ) The general contractor or 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 perform specialized tasks with high technical requirements or when the main contractor or general contractor fails to meet the requirements for 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 specifically agree on the situations in which 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, or 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 of 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 stipulated 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 shall establish safety measures for personnel, 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 relevant 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 guides to warn against accidents.

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

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

đ) The construction contractor has the responsibility to provide sufficient personal protective equipment and labor safety equipment to workers according to regulations when using labor on the construction site.

e) In case of a labor safety incident, the construction contractor and related parties must organize handling and report to the competent state agency for labor safety in accordance with the law, while bearing responsibility for remedying and compensating for damages caused by the contractor's failure to ensure labor safety.

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

a) The construction contractor shall 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 technical standards and norms for the environment. For construction projects in urban areas, measures such as covering and transporting waste to designated locations must be implemented.

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 supervising the implementation of environmental protection during construction, and at the same time, they must be subject to 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 construction work must bear legal responsibility and compensate for damages caused by their fault.

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

Article 49. Electricity, Water, and Construction 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 construction site security costs.

Article 50. Transporting Construction Equipment

1. The contractor must notify the employer in advance within a period agreed upon by the parties about the delivery date of the 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 the equipment by the contractor.

Article 51. Risk and Force Majeure

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

2. Force majeure is an unforeseeable and unavoidable risk event occurring at the time of signing the construction contract and cannot be overcome even with 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 the construction contract in case of force majeure (if applicable).

Chapter III
IMPLEMENTING PROVISIONS

Article 52. Effective date

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

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

Article 53. Transitional Provisions

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 they contain any content that does not comply with the provisions of this Decree, shall be reported to the competent authority for investment decision-making for examination and decision based on ensuring the quality, progress, and effectiveness of the construction investment project and not 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 that does not comply with the provisions of this Decree, it must be adjusted to be consistent; if the tender documents and request for proposal have already been issued, and there is a change in 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 the contents of the tender documents and proposal accordingly; if the tender has already closed, it shall be implemented according to the provisions of 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.

3. It is encouraged for 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 be consistent with the provisions of 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 Economic Groups, State-owned Corporations, and relevant organizations and individuals are responsible for implementing this Decree./.