Decree No. 48/2010/ND-CP On Contracts in Construction Activities 48/2010/NĐ-CP

✦ 스마트 요약

This Decree stipulates contracts in construction activities applicable to projects using at least 30% state capital. It includes provisions on content and volume of work, quality requirements, progress schedule, contract price, payment, settlement, rights and obligations of participating parties, adjustment of prices and contracts, as well as related procedures.

적용 범위

Organizations and individuals involved in construction activities under projects using at least 30% state capital within the territory of Vietnam. Encouragement for application to projects using less than 30% state capital.

핵심 사항

The tenderer and contractor must conclude a written contract, ensuring full legal capacity and operational conditions as prescribed (Article 1).
The construction contract price may be lump sum, fixed, adjustable, time-based, or a percentage (%) (Article 3).
The contractor must submit a performance guarantee before the contract becomes effective and return it after transferring to warranty obligation (Article 5).
Payment of construction contracts shall be made according to progress, with minimum and maximum advance payment rates specified in detail (Article 17).
The contractor must complete the work on time and to agreed quality standards, including obligations for construction, provision of technological equipment, EPC, and turnkey delivery (Articles 26-33).

🌐 이 문서의 사회적 영향

Positive impact: Creates a clear mechanism for managing construction contracts, ensuring project quality and progress. Reduces risks for participating parties through specific regulations on rights and obligations.
Negative impact: May increase costs for projects due to requirements for performance guarantees and progress-based payments.

❓ 자주 묻는 질문

When can the contract price for construction be changed?

The contract price may only be adjusted for fixed unit price contracts, adjustable unit price contracts, and time-based contracts. Price adjustments must comply with regulations on procedures, scope, methods, and bases for adjustment (Article 36).

When must the performance guarantee be submitted?

The performance guarantee must be submitted before the contract becomes effective and remain valid until transferred to the warranty obligation (Article 5).

What is the minimum advance payment rate for different types of contracts?

The minimum advance payment rate is as follows: 25% of the contract price for consulting contracts; 10-20% of the contract price for construction works contracts, provision of technological equipment, EPC, and turnkey delivery contracts (Article 16).

What is the payment deadline stipulated in this Decree?

The payment deadline shall not exceed 14 working days from the date the tenderer receives complete and valid payment documents (Article 18).

When does the contractor have the right to refuse to perform the work?

The contractor has the right to refuse to perform work outside the scope of the contract without prior agreement of both parties and requests contrary to the law by the tenderer (Article 27).

전문

DECREE

On construction contracts

THE GOVERNMENT

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

Based on the Civil Code dated June 14, 2005;

Pursuant to the Construction Law dated November 26, 2003;

Pursuant to the Law Amending and Supplementing Certain Provisions of Laws Related to Investment in Construction Projects dated June 19, 2009;

Based on the Law Amending and Supplementing Certain Provisions of Laws Related to Basic Construction Investment dated June 19, 2009;

Considering the proposal of the Minister of Construction,

DECREE

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

1. This Decree stipulates construction contracts (hereinafter referred to as construction contracts) for investment projects using thirty percent or more state capital.

2. This Decree applies to organizations and individuals related to construction contracts for projects using thirty percent or more state capital within the territory of Vietnam. It encourages organizations and individuals related to construction contracts for projects using less than thirty percent state capital to apply the provisions of this Decree.

3. For construction contracts for projects funded by official development assistance (ODA), if international treaties to which Vietnam is a party have different provisions from those set forth 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. Construction contract is a civil contract concluded in writing between the tenderer and the contractor regarding the establishment, modification, or termination of rights, obligations, and responsibilities of the parties to perform one, several, or all works in construction activities.

2. Tenderer is the investor or general contractor or main contractor.

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

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

5. Special conditions of construction contracts are documents attached to the contract to specify, supplement certain provisions of the general conditions applicable to construction contracts.

6. Annexes to construction contracts are documents attached to construction contracts to provide detailed regulations, clarify, amend, or supplement certain clauses of construction contracts.

7. Working days under this Decree mean calendar days, excluding Sundays and public holidays as prescribed by law.

8. Project standards are technical regulations, economic-technical norms, procedures for implementing works, technical indicators, and natural condition indicators compiled by the investor or the investor's consultant for specific construction investment projects. Project standards must comply with national standards and technical regulations promulgated or approved by the State.

9. Front End Engineering Design (FEED) is design developed after the approval of the construction project investment to serve as a basis for detailed design implementation for projects carried out by foreign consultants according to international practices.

10. Main contract is a construction contract signed between the investor and the main contractor or general contractor.

11. Subcontract is a construction contract signed between the main contractor or general contractor and the sub-contractor.

12. Lump sum contracts, fixed unit price contracts, adjustable unit price contracts, time-based contracts, percentage contracts in this Decree are understood respectively as lump sum contract forms, fixed unit price contract form (unit price in the contract or adjustable unit price), time-based contract form, percentage contract form specified in Government Decree No. 85/2009/NĐ-CP dated October 15, 2009 guiding the implementation of the Bidding Law and the selection of construction contractors under the Construction Law.

Article 3. Types of construction contracts

1. According to the nature of work, construction contracts include the following types:

a) Construction consulting contract (referred to as consulting contract) is a contract for performing one, several, or all consulting works in construction activities.

b) Construction project implementation contract (abbreviated as construction implementation contract) is a contract for performing construction project implementation work, project components, or construction tasks according to the design of the construction project; general construction implementation contract is a construction implementation contract for performing all works of an investment project.

c) Equipment supply contract (abbreviated as equipment supply contract) is a contract for supplying equipment for installation in construction projects according to technological design; general equipment supply contract is a contract for supplying equipment for all projects of an investment project.

d) Design and construction project implementation contract (abbreviated as EC) is a contract for performing design and construction project implementation work; general design and construction implementation contract is a design and construction implementation contract for performing all works of an investment project.

đ) Design and equipment supply contract (abbreviated as EP) is a contract for performing design and supply of equipment for installation in construction projects according to technological design; general design and equipment supply contract is a design and equipment supply contract for all projects of an investment project.

e) Equipment supply and construction project implementation contract (abbreviated as PC) is a contract for performing equipment supply and construction project implementation work; general equipment supply and construction implementation contract is a contract for equipment supply and construction implementation of all projects of an investment project.

g) Design-supply and construction project implementation contract (abbreviated as EPC) is a contract for performing works from design, supply of equipment to construction project implementation; general EPC contract is a design-supply and construction implementation contract for all projects of an investment project.

h) Main turnkey general contract is a construction contract for performing all works of project establishment, design, equipment supply, and construction project implementation of an investment construction project.

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

a) Lump-sum contract;

b) Fixed unit price contract;

c) Adjustable unit price contract;

d) Time-based contract;

đ) Percentage-based contract.

Article 4. Principles of signing construction contracts

1. Construction contracts are signed on the principle of voluntariness, equality, good faith, cooperation, not contrary to laws and social morals.

2. Construction contracts are signed after the tenderer completes the selection of contractors in accordance with regulations and all parties have concluded the contract negotiation process.

3. The contract signing price does not exceed the winning bid price (in the case of bidding), does not exceed the approved tender package budget estimate (in the case of designated tendering); if additional work volume or equipment quantity outside the tender invitation document (request document) leads to the contract signing price exceeding the winning bid price (proposed price) but does not change the investment target or exceed the approved total investment amount, then the investor has the right to decide; if it changes the investment target or exceeds the approved total investment amount, it must be reported to the Investment Decision Authority for decision.

4. For contracts to perform simple, small-scale works or packages, all contents related to the contract can be recorded directly in the contract document. For contracts to perform complex, large-scale works or packages, the contents of the contract may be established as general conditions and specific conditions of the contract.

5. In cases where the investor signs contracts with multiple contractors to perform different tender packages within a project, the contents of these contracts must be consistent and synchronized regarding progress and quality during the implementation of each contract's content, ensuring the overall investment effectiveness of the project.

6. In cases where the contractor is a consortium of contractors, members of the consortium must have a consortium agreement, and the contract must bear the signatures of all participating members of the consortium.

7. The tenderer and the contractor must appoint representatives to negotiate and sign construction contracts. Representatives of both parties must have full authority to make decisions and be responsible for their decisions.

Article 5. Principles for Implementing Construction Contracts

1. The parties to a construction contract must strictly comply with the contents of the contract regarding the scope of work, quality requirements, quantity, type, time limit, method, and other agreements stipulated in the contract.

2. Implementation of construction contracts shall be honest, cooperative in spirit, ensure mutual trust, and comply with the law.

3. It is not permitted to infringe upon the interests of the state, public interests, or the lawful rights and interests of others.

Article 6. Effectiveness and Legal Nature of Construction Contracts

1. A construction contract becomes effective when it meets the following conditions:

a) The participants have full capacity to enter into civil transactions;

b) It complies with the principles of contract formation as prescribed in Clauses 1, 2, 3, 6, and 7 of Article 4 of this Decree;

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

d) The contractor must possess the necessary qualifications and professional capabilities as required by law.

2. The effective date of a construction contract is the date of signing the contract (with stamp if applicable) and the date on which the tenderer receives the performance guarantee from the contractor (for contracts requiring such guarantees), or another date agreed upon by the parties in the construction contract.

3. The legal nature of a construction contract:

a) An effective construction contract serves as a legal basis for the tenderer, contractor, and related parties to fulfill their obligations;

b) An effective construction contract serves as the basis for resolving disputes between the parties. Disputes arising outside the construction contract will be resolved based on relevant legal provisions;

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

Article 7. Management of Implementation of Construction Contracts

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

2. Depending on the type of construction contract, the content of contract implementation management may include:

a) Management of contract implementation progress;

b) Quality management;

c) Quantity and price management of the contract;

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

đ) Contract amendment management and other contract contents.

Chapter II

SPECIFIC PROVISIONS

Section 1

INFORMATION ON 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 contract formation.

2. Trade names of the parties entering into the contract, representatives of the parties, business registration addresses or transaction addresses, tax identification numbers, business registration certificates, bank account numbers, telephone, fax, email, contract signing date and location, and other related information.

3. Where the contractor is a consortium of contractors, complete information of the consortium members must be recorded in accordance with Clause 2 of this Article, including the lead member of the consortium.

Article 9. Basis for signing construction contracts

1. The basis for signing construction contracts includes the requirements for work to be performed that have been agreed upon by all parties, the results of selecting contractors, the outcomes of negotiations and contract completion, and relevant legal provisions.

2. For EPC contracts, in addition to the bases mentioned in Clause 1 of this Article, the basis for signing the contract also includes approved investment projects and FEED design (in cases where the design is carried out by foreign consultants).

Article 10. Construction Contract Documents

1. Construction contract documents include the contract text and accompanying documents.

2. The contract includes the following main contents: scope and volume of work to be performed; quality requirements and technical requirements; time and progress schedule; acceptance and handover conditions; contract price, advance payment, payment, final settlement, and payment methods; warranty period (for construction contracts with work requiring warranty); rights and obligations of the parties; liability for breach of contract; language used; other agreements depending on the type of contract.

3. The accompanying documents are integral parts of the construction contract. Depending on the scale, nature, scope of work, and specific type of construction contract, the accompanying documents may include:

a) Notice of award or tender designation document or approval document;

b) Special conditions, reference clauses;

c) General conditions;

d) Tender invitation or request for proposal from the tendering party;

đ) Design drawings and technical instructions;

e) Bid documents or proposal documents from the contractor;

g) Contract negotiation minutes, written amendments and supplements;

h) Contract appendices;

i) Other related documents.

2. The parties to the contract agree on the priority order when applying accompanying documents to resolve conflicts (if any).

Article 11. Law and Language Used in Construction Contracts

1. Construction contracts are governed by the legal system of the Socialist Republic of Vietnam.

2. The language used for construction contracts is Vietnamese, except as provided in Clause 3 of this Article.

3. In cases where construction contracts involve foreign participation, the language used is Vietnamese and English. When construction contracts are signed in two languages, the parties must agree on the language to be used during contract transactions and the priority order of language usage to resolve construction contract disputes (if any).

Section 2

CONTENT AND QUANTITY OF WORK, QUALITY REQUIREMENTS AND IMPLEMENTATION SCHEDULE

Article 12. Content and Quantity of Work in Construction Contracts

1. The content and quantity of work in construction contracts are the contents and volumes of work that the tendering party agrees to with the contractor and must be clearly stipulated in the contract. The content and quantity of work are determined based on tender invitation or request for proposal, bid or proposal documents, negotiation minutes, and related legal documents. Depending on the specific type of construction contract, the content of work to be performed is determined as follows:

a) For consulting construction contracts: it involves planning; preparing investment project proposals for construction works; designing; surveying; supervising construction; reviewing designs, budgets, and other consulting tasks;

b) For construction execution contracts: it involves providing construction materials, labor, machinery, and equipment for construction works;

c) For technology equipment supply contracts: it involves supplying equipment; guiding installation, operation, trial operation, operation, training, and technology transfer (if applicable);

d) For EPC contracts: it involves designing, supplying materials and equipment, and executing construction works;

đ) For turnkey contracts: the main content involves preparing investment projects; designing; supplying equipment and executing construction works; training, guiding operation, maintenance, repair; technology transfer; trial operation.

2. Adjustments to the quantity of work in the contract are implemented according to the provisions of Article 35 of this Decree.

Article 13. Requirements for Product Quality and Acceptance, Handover of Construction Contract Products

1. Product quality requirements of construction contracts:

a) The product quality of construction contracts must comply with and meet the quality requirements stipulated by law. Standards and specifications (International, Vietnam, Industry), project standards applicable to products of works must be agreed upon by the parties in the contract;

b) For imported equipment and goods outside the provisions of point a of this clause, there must also be regulations on origin and place of manufacture.

2. Acceptance and handover of completed work products:

a) Agreements on acceptance and handover procedures between the parties to the contract must strictly comply 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 work products; personnel participating in acceptance and handover; acceptance and handover forms; regulations on signatories, minutes, and documents for acceptance and handover must 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 transferring to other works, the contractor must notify the employer in advance for acceptance;

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

Article 14. Timeframe and Progress of Construction Contract Execution

1. The execution timeframe of the contract runs from the date the contract becomes effective until the parties fulfill their obligations under the contract and must be consistent with the project implementation schedule.

2. The contractor has the responsibility to establish a detailed execution schedule of the contract for approval by the employer to serve as a basis for implementation.

3. The contract progress must reflect completion and handover milestones for major works and products.

4. For large-scale construction contracts with long execution periods, construction schedules must be established for each phase.

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

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

7. Accelerating the contract progress based on ensuring the quality of contract products is encouraged. In cases where accelerating the progress brings higher benefits to the project, the contractor may be rewarded according to the agreement in the contract.

8. Adjustments to the contract progress are carried out in accordance with Article 38 of this Decree.

Section 3

CONTRACT PRICE, PROVISIONAL PAYMENTS, SETTLEMENT, FINAL ACCOUNTING AND TERMINATION OF CONSTRUCTION CONTRACTS

Article 15. Contract Price for Construction

1. The contract price for construction is the amount of funds that the tendering party commits to pay to the contractor to perform the work according to the quantity, quality, schedule, payment conditions, and other requirements agreed upon in the construction contract.

2. The contract price must clearly state the contents of all expenses, taxes, and fees (if any); any adjustment to the contract price must be consistent with the type of contract, the original contract price, and must be agreed upon by both parties in the contract.

3. The contract price includes the following types:

a) Lump-sum contract price is the unchanging contract price throughout the entire contract execution period for the volume of work within the scope of the signed contract, except in cases where additional volumes are added as stipulated in point a, Clause 1, Article 35 of this Decree;

b) Fixed unit price contract price is determined based on the fixed unit price for each item of work multiplied by the corresponding volume of work. The fixed unit price is the unchanging unit price throughout the contract execution period.

c) Adjustable unit price contract price is determined based on the adjusted unit price for each item of work due to inflation, as agreed upon in the contract, multiplied by the corresponding volume of work. Inflation price adjustments are carried out according to the method prescribed in Clause 3, 4, Article 36 of this Decree;

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

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

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

e) Percentage-based contract price is calculated based on the percentage value of the project or the volume of work. When the contractor completes all obligations under the contract, the tendering party pays the contractor an amount equal to the percentage value determined in the contract multiplied by the value of the project or the volume of work.

4. In a construction contract involving multiple works corresponding to different types of contract prices, the contract may apply a combination of these types of contract prices as specified in Clause 3 of this Article.

5. The contract price is determined as follows:

a) In the case of bidding, it is based on the winning bid price and the results of contract negotiations between the parties;

b) In the case of direct assignment, it is based on the budget estimate, approved tender package price, proposed price, and the results of contract negotiations between the parties.

Article 16. Guarantee for the Performance of Construction Contracts and Advance Payment Guarantee

1. Guarantee for performance of the contract is the act of the contractor implementing one of the measures of deposit, pledge, or submitting a letter of guarantee to ensure the fulfillment of its obligations during the contract execution period.

2. The guarantee for performance of the contract must be submitted to the tendering party before the contract becomes effective, accepted by the tendering party, and must continue until the warranty obligation is assumed; except for consulting contracts and self-execution construction contracts.

3. In the case where the contractor is a joint venture, each member must submit a guarantee for performance of the contract to the tendering party, at a level corresponding to the proportion of the contract value that each member undertakes. If the joint venture agrees that the lead contractor submits the guarantee for performance of the contract, then the lead contractor submits the guarantee to the tendering party, and each member submits a guarantee for performance of the contract to the lead contractor corresponding to the contract value they undertake, except in cases where the parties have agreed otherwise.

4. The value of the guarantee for performance of the contract is specified in the tender documents or request for proposal and is a maximum of 10% of the contract price; in cases where high risk prevention is required, the value of the guarantee for performance of the contract can be higher but not exceeding 30% of the contract price and must be approved by the Investment Decision Maker.

5. The contractor shall not be entitled to reclaim the guarantee for performance of the contract if it refuses to execute the contract after the contract becomes effective and in cases of breach as stipulated in the contract.

6. The tendering party must refund the guarantee for performance of the contract to the contractor when the contractor has transferred to the warranty obligation and the tendering party has received the warranty guarantee.

7. Advance payment guarantee (in cases where the parties agree to have an advance payment guarantee):

a) Before the tendering party makes an advance payment to the contractor, the contractor must submit an advance payment guarantee to the tendering party with a value equivalent to the advance payment amount; in cases where the contractor is a joint venture of contractors, each member of the joint venture must submit an advance payment guarantee to the tendering party with a value equivalent to the advance payment amount for each member;

b) The value of the advance payment guarantee will be deducted correspondingly with the reduced advance payment amount through each payment made according to the agreement of the parties.

Article 17. Advance payment under construction contracts

1. Advance payment under construction contracts is the amount of funds that the tendering party advances to the contractor before the commencement of work as stipulated in the contract.

2. The advance payment shall be made immediately after the construction contract becomes effective and the tendering party has received the advance payment guarantee (if any).

3. The amount of advance payment, the time of advance payment, and the recovery of advance payment must be agreed upon by both parties in the contract.

4. The minimum advance payment rate is specified as follows:

a) For consultancy contracts, it is 25% of the contract value;

b) For construction works contracts:

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

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

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

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

5. The maximum advance payment rate is 50% of the contract value, with special cases requiring approval from the Investment Decision Maker.

6. Advance payment begins to be recovered from the first payment, the amount recovered each time is agreed upon by both parties in the contract, and the recovery ends when the cumulative payment value reaches 80% of the contract value.

The investor is responsible for calculating a reasonable advance payment level, managing the use of advance payment funds for their intended purpose, and ensuring effectiveness. Unauthorized use or misuse of advance payment funds is strictly prohibited. If the advance payment funds have not been recovered but are unused or misused, the investor is responsible for recovering them.

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

Article 18. Payment under construction contracts

1. Payment under construction contracts must be consistent with the type of contract, the contract price, and the conditions agreed upon by the parties in the signed contract.

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

3. The tendering party must pay the full value (100%) of each payment to the contractor after deducting the advance payment and the retention money for the project according to the agreement in the contract, except where the parties have other provisions.

4. For lump-sum contracts: payment is made based on a percentage of the contract price or the price of the project, sub-project, or work volume corresponding to the payment stages agreed upon in the contract, without requiring detailed confirmation of completed work volumes during payment.

5. For fixed unit price contracts and adjustable unit price contracts: they are implemented based on the actual completed volume (including increased or decreased volumes, if any), accepted and the unit price in the contract or the adjusted unit price due to inflation as stipulated in the contract.

6. For time-based contracts, payment is regulated as follows:

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

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

7. For percentage-based contracts: payment is made based on a percentage of the contract value. The percentage for each payment is agreed upon by the parties in the contract. When the contractor completes all obligations under the contract, the tendering party pays the contractor an amount equal to the percentage of the project value or the completed work volume value as stipulated in the contract.

8. For contracts using a combination of the contract prices mentioned in Clause 4 of Article 15 of this Decree, payment must be made accordingly to those types of contracts.

9. Payments for additional work volumes (outside the contract) without unit prices in the contract are carried out according to supplementary agreements in the contract that the parties have agreed upon prior to implementation and must comply with relevant legal regulations.

10. Payment deadline

The payment deadline is agreed upon by the parties but 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 specified as follows:

a) Within seven (07) working days from the date of receiving complete and valid payment request documents from the contractor, the investor must complete the procedures and transfer the payment request to the funding agency or lending institution;

b) Within seven (07) working days from the date of receiving complete and valid payment documents from the investor, the funding agency or lending institution must transfer the full value of the payment to the contractor.

Article 19. 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 any forms if applicable) must be clearly stated in the construction contract and must be confirmed by the client.

2. Payment documents for construction contracts include the following main documents:

a) For lump-sum contracts:

- A completion acceptance record for the quantity completed during the payment period, confirmed by the representative of the client or the consultant's representative (if any) and the contractor's representative; this acceptance record serves as confirmation of the completion of the project, project component, or work volume in accordance with the scope of work required to be performed under the contract (for construction contracts corresponding to the scope of work required to be performed according to the design; for consulting contracts corresponding to the consulting tasks required to be performed) without the need for detailed confirmation of the completed volume;

- A table calculating the value of additional quantities outside the signed contract, confirmed by the representative of the client or the consultant's representative (if any) and the contractor's representative;

- The contractor's payment request should include the following contents: the value of the completed quantity according to the contract, the value of additional works (if any), deduction of advance payments, the payment value proposed in the subsequent phase after offsetting these amounts, confirmed by the representative of the client and the contractor's representative.

b) For fixed unit price contracts:

- An actual completion acceptance record for the quantity (increased or decreased compared to the quantity stipulated in the contract) during the payment period, confirmed by the representative of the client or the consultant's representative (if any) and the contractor's representative;

- A table calculating the value for works without unit prices in the contract (if any), which should also show the quantity and unit price for these works, confirmed by the representative of the client or the consultant's representative (if any) and the contractor's representative;

c) For adjustable unit price contracts:

- 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 the representative of the client or the consultant's representative (if any) and the contractor's representative;

d) For time-based contracts:

- An actual working time acceptance record or a timesheet (monthly, weekly, daily, hourly) corresponding to the results of the work during the payment period, confirmed by the representative of the client or the consultant's representative (if any) and the contractor's representative. In cases where additional work arises during implementation that 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 under the contract and confirmed by the representatives of the client or the consultant's representative (if any) and the contractor;

- The contractor's payment request should include the following contents: the value of completion according to the contract, the value for additional works (if any), deduction of advance payments, the payment value proposed in the subsequent phase after offsetting these amounts, confirmed by the representative of the client and the contractor's representative.

e) For percentage-based contracts:

- A completion acceptance record for the work volume completed during the payment period, confirmed by the representative of the client or the consultant's representative (if any) and the contractor's representative; this record is based on the documents, materials, or products completed and confirmed by the client corresponding to the payment stages agreed upon by the parties in the contract;

- A table calculating the value for additional works (if any) outside the scope of work required to be performed under the contract, confirmed by the representative of the client or the consultant's representative (if any) and the contractor's representative;

f) For construction contracts involving equipment supply, the completion volume is determined based on the invoice of the contractor or the waybill; the equipment acceptance, handover record, certificate of origin, and other related documents and certificates.

3. For construction contracts combining different contract prices, payment documents for each type of contract shall be carried out in accordance with the relevant provisions set forth in Clause 2 of this Article.

Article 20. Currency and Payment Forms for Construction Contracts

1. The currency used to settle construction contracts shall be the Vietnamese Dong; in cases where foreign currency is used for settlement, the parties shall agree but must not contravene the provisions of the law.

2. In a construction contract involving works that require payment in different currencies, the parties must clearly stipulate this in the contract while ensuring the principle that the payment currency is appropriate to the requirements of the tender documentation or request for proposal (in the case of direct award).

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

Article 21. Settlement of Construction Contracts

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

2. The settlement dossier for the contract shall be prepared by the contractor in accordance with each type of contract and contract price. The contents of the construction contract settlement dossier 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;

b) Confirmation of the value of additional work quantities outside the scope of the contract (if any);

c) Calculation table of the final settlement value of the construction contract (called A-B settlement), specifying the amount already paid and the remaining value that the contracting party is responsible for paying to the contractor;

d) Final completion documents, construction project progress logs for contracts involving construction work;

đ) Other documents as agreed in the contract.

3. The deadline for submitting the contract settlement dossier shall be agreed upon by the parties but shall not exceed sixty (60) days from the date of completion acceptance of all work required to be performed under the contract, including additional work (if any); for large-scale contracts, the submission deadline for the contract settlement dossier may be extended up to one hundred twenty (120) days.

Article 22. Liquidation of Construction Contracts

1. A construction contract may be liquidated in the following circumstances:

a) The parties have fulfilled their obligations under the signed contract;

b) The construction contract has been terminated (cancelled) in accordance with the law.

2. The liquidation of the contract must be completed within forty-five (45) days from the date the parties involved in the contract fulfill their obligations under the contract or the contract is terminated (cancelled) as provided in point b, Clause 1 of this Article; for large-scale contracts, the liquidation of the contract must be completed within ninety (90) days.

SECTION 4

RIGHTS AND OBLIGATIONS OF THE PARTIES TO CONSTRUCTION CONTRACTS

Article 23. Common Rights and Obligations of the Contracting Party and the Contractor

1. The rights and obligations of the parties to the construction contract are agreed upon in the contract and must comply with the provisions of the law.

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

3. Depending on the specific type of contract, the rights and obligations of the contracting party and the contractor are further detailed in Articles 24, 25, 26, 27, 28, 29, 30, 31, 32, and 33 of this Decree.

Article 24. Rights and Obligations of the Tendering Party for Consulting Services

1. Rights of the Tendering Party for Consulting Services:

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

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

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

d) Other rights as prescribed by law.

2. Obligations of the Tendering Party for Consulting Services:

a) Provide information about job requirements, documents, and necessary means to perform the work to the contractor (if agreed upon in the contract);

b) Ensure copyright for the consulting products with copyright according to the contract;

c) Resolve complaints from the contractor within seven (07) working days from the date of receipt of the complaint. If the tendering party fails to resolve the complaint without a valid reason, causing damage to the contractor, the tendering party shall bear full responsibility and compensate for the damage (if any);

d) Pay the contractor according to the payment schedule agreed upon in the contract;

đ) Other obligations as prescribed by law.

Article 25. Rights and Obligations of the Contractor for Consulting Services

1. Rights of the Contractor for Consulting Services:

a) Request the tendering party to provide information, documents related to the consulting task, and working means (if agreed upon in the contract);

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

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

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

đ) Other rights as prescribed by law.

2. Obligations of the Contractor for Consulting Services:

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

b) For design contracts: participate in the acceptance of construction works together with the project owner according to the laws on construction quality management, author supervision, and respond to relevant contents in the design documents as required by the project owner;

c) Safeguard and return to the tendering party the documents and working means provided by the tendering party according to the contract after completing the work (if applicable);

d) Immediately notify the tendering party in writing about incomplete information, insufficient documents, and non-compliant working means to complete the work;

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

e) Other obligations as prescribed by law.

Article 26. Rights and Obligations of the Tendering Party for Construction Works

1. Rights of the Tendering Party for Construction Works:

a) Temporarily suspend construction 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 performance and manufacturing facilities of the contractor but shall not hinder the normal operation of the contractor;

c) Other rights as prescribed by law;

2. Subcontractors of the Tendering Party for Construction Works:

a) In cases where the tendering party is the project owner, it must obtain a construction permit as prescribed;

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

c) Appoint and notify in writing the main personnel participating in managing and implementing the contract to the contractor;

d) Timely provide design documents and related materials, supplies (if any) according to the agreement in the contract and relevant laws;

đ) Pay the contractor according to the payment schedule in the contract;

e) Organize construction supervision of the construction project;

g) Inspect measures to ensure labor safety, environmental protection, and fire prevention of the construction contractor;

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

i) In cases where organizations or individuals are hired to provide consulting services, clearly define the tasks and authority of the consultant;

k) Promptly review and approve in writing proposals related to design and construction from the contractor during the construction process;

l) Other obligations as prescribed by law.

Article 27. 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 construction 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 (in cases where the Contractor designs the construction drawings) to fulfill the tasks under the signed contract;

b) To accept and manage the construction site, preserve the foundation points, benchmarks, and boundaries of the project;

c) To construct in accordance with the design, project standards, construction regulations, and standards, 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, project standards, regulations, and standards;

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

g) To develop construction organization measures, completion files, and participate in project acceptance;

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

i) To coordinate with other contractors working on the site;

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

l) To remove materials, machinery, equipment, and other assets from the site after the project has been accepted and handed over, except as otherwise agreed in the contract;

m) To return the construction site according to the agreement 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 28. 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 specified in the contract.

4. In cases where the Tenderer provides technological design to the Contractor, the Tenderer shall bear full responsibility for the quality and intellectual property rights of this design.

5. Other rights and obligations as prescribed by law.

Article 29. Rights and Obligations of the Contractor Receiving the Supply of Technological Equipment

1. Deliver the technological equipment to the contractor according to the agreement in the contract regarding quantity, quality, location, time, packaging method, storage, origin, and other agreements in the contract.

2. Provide the contractor with all necessary information about the technological equipment; guide installation, usage, operation, storage, maintenance of the technological equipment; train management staff and workers to operate and use the project (if agreed upon in the contract).

3. Jointly with the contractor test-run the technological equipment.

4. Regarding intellectual property rights for technological equipment:

a) The technological equipment provided by the contractor must ensure intellectual property rights. The contractor shall not provide technological 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 technological equipment;

b) In cases where the technological equipment is manufactured according to design or based on data provided by the contractor, the contractor shall not be responsible for complaints related to intellectual property rights violations arising from such technological equipment;

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

5. Other rights and obligations as prescribed by law.

Article 30. Rights and Obligations of the EPC Contractor

1. Rights of the EPC Contractor:

a) Refuse acceptance of products that do not meet the quality standards stipulated in the contract; refuse acceptance of technological equipment that does not conform to the agreed quantity, quality, type, origin, and products violating intellectual property rights in the contract;

b) Inspect the performance of works by the contractor according to the contents of the signed contract but shall not obstruct the normal operations of the contractor;

c) Temporarily suspend the execution of the contract and request rectification of consequences when discovering that the contractor performs work violating the contents already agreed upon in the contract or national regulations;

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

đ) Review and approve lists of subcontractors meeting the required qualifications not included in the EPC contract upon the contractor's proposal;

e) Other rights as prescribed by law.

2. Obligations of the EPC Contractor:

a) Pay the contractor according to the payment schedule agreed upon in the contract;

b) Appoint and notify the contractor in writing about 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);

d) Timely inspect, review, and approve technical designs and construction drawings of projects and project components as prescribed;

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

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

g) Agree with the contractor on tender documents for purchasing technological 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 workers to operate and use the project;

l) Other obligations as prescribed by law.

Article 31. 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 signed contract;

d) Other rights as prescribed by law.

2. Obligations of the EPC Contract Contractor:

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

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

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

e) Prepare designs (technical design, construction drawing design) for project components and main projects of the tender package, project in compliance with the approved basic design or FEED design and submit to the investor for review and approval;

g) Organize procurement, manufacturing, and supply of technological equipment meeting the requirements and progress of the contract; select subcontractors (if any) through bidding or direct assignment and submit to the investor for 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, trial operation, and synchronized commissioning of the project and hand over the completed project to the tenderer in accordance with the agreement in the contract and current legal regulations;

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

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

m) Other obligations as prescribed by law.

Article 32. Rights and Obligations of the Turnkey Contract Tenderer

In addition to the rights and obligations stipulated in Article 30 of this Decree, the tenderer in a turnkey contract also has the obligation to inspect the investment construction project to submit to the Investment Decision Maker for review and approval or review and approval within their authority.

Article 33. Rights and Obligations of the Turnkey Contract Contractor

In addition to the rights and obligations stipulated in Article 31 of this Decree, the contractor in a turnkey contract also has the obligation to prepare the investment construction project, participate in defending the project together with the tenderer before the Investment Decision Maker, and complete the project according to the tenderer's requirements in compliance with the contract agreements.

MỤC 5

ARTICLE ADJUSTING PRICES AND AMENDING CONSTRUCTION CONTRACTS

Article 34. Principles for Adjusting Prices and Amending Construction Contracts

1. Adjustments to prices and amendments to construction contracts shall only be applied during the implementation period stipulated in the signed contract. When adjusting prices and construction contracts (the adjusted contract price) does not exceed the approved total investment ceiling, the investor has the right to decide on the adjustment; if it exceeds the approved total investment ceiling, approval from the Investment Decision Authority must be obtained.

2. For lump-sum contracts, adjustments to the contract can only be made for additional work volumes outside the scope of the signed contract (for construction works, this refers to work volumes beyond the design-specified scope; for consultancy contracts, this refers to consultancy tasks outside the specified scope).

Article 35. Adjusting Work Volumes in Construction Contracts

1. Work volumes in construction contracts may only be adjusted under the following circumstances:

a) For lump-sum contracts and percentage contracts: when there is a reasonable occurrence of work outside the scope of the signed contract (for construction works, this refers to work volumes beyond the design-specified scope; for consultancy contracts, this refers to consultancy tasks outside the specified scope). In such cases, if the adjustment of work volume does not change the investment objectives or exceed the approved total investment ceiling, the investor and contractor will calculate, agree, and sign supplementary contract appendices; if it exceeds the approved total investment ceiling, it must be reviewed and decided upon by the Investment Decision Authority; if agreement cannot be reached, the resulting work volumes 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: when the actual completed work volume accepted for inspection is less or more than the contracted work volume, payment will be based on the actually completed and inspected work volume.

c) For time-based contracts: when the actual time taken is less or more than the time stipulated in the signed contract, payment will be based on the actual time taken by the contractor.

2. For work volumes arising outside the scope of the signed contract without unit prices specified in the contract, the parties involved in the contract must agree on unit prices before implementing these work volumes.

Article 36. Adjusting Contract Prices in Construction Contracts

1. Price adjustments in contracts apply only to fixed unit price contracts, adjustable unit price contracts, and time-based contracts. In construction contracts, the parties must specifically agree on the circumstances allowing price adjustments, procedures, scope, methods, and bases for adjusting contract prices; the method of adjusting contract prices must be consistent with the type of contract price and the nature of the work in the construction contract.

2. Price adjustments in contracts are implemented through adjustments to unit prices and work volumes and are regulated as follows:

a) If the work volume arising is greater than 20% of the corresponding work volume recorded in the contract or if the arising work volume does not have a unit price in the contract, the parties will agree to determine a new unit price according to the principles agreed in the contract regarding unit prices for arising work volumes.

b) If the arising work volume is less than or equal to 20% of the corresponding work volume recorded in the contract, the contract unit price, including any previously adjusted unit prices (if applicable), will be applied for payment.

c) For fixed unit price contracts and time-based contracts, if state-regulated fuel, material, and equipment prices fluctuate abnormally or if state tax and wage policies directly affect the contract price, unit prices may be adjusted if permitted by the investment decision authority and agreed upon in the contract.

d) For adjustable unit price contracts, the contract unit prices will be adjusted according to the methods outlined in Clause 3 and 4 of this Article for work volumes where, at the time of signing the contract, the tenderer and contractor committed to readjust the unit prices due to inflation after a certain period from the date the contract becomes effective.

3. Methods for Adjusting Contract Prices in Construction Contracts:

a) The application of adjustment methods must be consistent with the nature of the work and the type of contract price and must be agreed upon by the parties in the contract.

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

G_No. = G_HĐ x P_n

Where:

- "G": is the payment price corresponding to the completed work volumes accepted for inspection._No.- "B": is the contract price corresponding to the completed work volumes accepted for inspection.

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

4. The Ministry of Construction will provide specific guidance on methods for adjusting contract prices in construction contracts._n": adjustment factor (increase or decrease) applied to the contract payment for completed work volumes accepted during the period "n".

4. The Ministry of Construction shall provide specific guidance on the method for adjusting construction contract prices.

Article 37. Adjustment of Construction Contracts

1. Contract adjustment includes adjusting the volume of work, adjusting the contract price, adjusting the contract implementation schedule, and other contents agreed upon by the parties in the contract (if any).

2. When adjusting construction contracts does not change the investment objectives or exceed the approved total investment ceiling, the investor has the right to decide; in cases where it changes the investment objectives or exceeds the approved total investment ceiling, approval from the Investment Decision Authority is required.

Article 38. Adjustment of the Implementation Schedule of Construction Contracts

1. In construction contracts, the parties must agree on situations allowing for schedule adjustments. If the completion deadline is later than the contract schedule, the parties must clearly confirm each party's responsibility for losses caused by delays.

2. The contract implementation schedule may be adjusted in the following circumstances:

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

b) Changes in the scope of work, design, or construction methods at the request of the contracting party affecting the contract implementation schedule;

c) Due to the handover of the construction site not conforming to the agreements in the contract, related procedures affecting the construction contract implementation schedule without fault of the contractor.

3. When adjusting the contract schedule does not extend the project completion schedule, the investor and contractor shall negotiate and agree on the adjustment. If adjusting the contract schedule extends the project completion schedule, the investor must report to the Investment Decision Authority for review and decision.

PART 6

TEMPORARY SUSPENSION, TERMINATION, REWARD, AND PENALTY FOR VIOLATIONS OF CONSTRUCTION CONTRACTS

Article 39. Temporary Suspension of Work in Construction Contracts

1. Situations allowing for temporary suspension of work in the contract, rights to suspend, procedures and compensation levels for suspension must be agreed upon by the contracting and subcontracting parties in the construction contract.

2. Construction contracts may be temporarily suspended in the following cases:

a) The contracting party decides to suspend work in the construction contract when the subcontractor fails to meet the quality, safety, and progress requirements stipulated in the signed contract;

b) The subcontractor exercises the right to temporarily suspend work in the construction contract when the contracting party fails to pay the subcontractor within twenty-eight (28) days from the due date as specified in Clause 10, Article 18 of this Decree, except where the parties have agreed otherwise.

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

Article 40. Termination of Construction Contracts

1. Situations allowing for contract termination, rights to terminate, procedures and compensation levels for termination must be agreed upon by the parties in the construction contract.

2. Each party has the right to terminate the contract without compensating the other party in the cases stipulated in Clauses 7 and 8 of this Article.

3. If the violating party does not rectify their mistake within the agreed period without justifiable reasons after a temporary suspension, the suspending party has the right to terminate the contract.

4. If one party unilaterally terminates the construction contract without fault of the other party, the terminating party must compensate the other party for damages.

5. Prior to terminating the contract, one party must notify the other party in writing with a certain period of time as agreed in the contract but not less than twenty-one (21) days, and specify the reasons for contract termination. If the terminating party fails to notify and causes damage to the other party, they must compensate for such damage.

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 exceeding forty-five (45) days from the date of contract termination. Beyond this period, if one party does not carry out 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 subcontractor goes bankrupt or transfers the benefits of the construction contract to its creditors without the consent of the contracting party.

b) The subcontractor refuses to perform the work according to the contract or continuously fails to perform the work for forty-five (45) days according to the contract, except with permission from the contracting party.

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

a) The contracting party goes bankrupt or is dissolved.

b) After forty-five (45) continuous days of work being stopped due to the fault of the contracting party, except where the parties have agreed otherwise.

c) The contracting party fails to pay the subcontractor within forty-five (45) days from the date the contracting party receives all valid payment documents, except where the parties have agreed otherwise.

9. Within two (02) days from the date of termination of the construction contract, the subcontractor must move all materials, personnel, machinery, equipment, and other assets belonging to them off the construction site; if the subcontractor has not completed this movement beyond this period, the contracting party has the right to handle these assets.

Article 41. Contractual Rewards and Penalties for Breach of Contract

1. The provisions on contractual rewards and penalties for breach of contract must be specifically recorded in the contract; the levels of reward and penalty shall be agreed upon by the parties but must comply with the provisions set forth in Clause 2 of this Article.

2. The level of reward shall not exceed 12% of the value of the portion of the contract that generates profit, and the level of penalty shall not exceed 12% of the value of the contract that has been breached. The source of the reward funds shall be drawn from the profits generated from the early delivery and use of the project ensuring quality, or from reasonable savings in costs to fulfill the contract.

Article 42. Liability for Breach of Construction Contracts

In addition to the liabilities for breach of contract stipulated in this Decree and relevant laws, the tendering party and the contractor shall also bear liability for specific breaches of contract as follows:

1. The contractor shall compensate the tendering party in the following cases:

a) The quality of the work does not meet the agreement in the contract or the completion period is extended due to the fault of the contractor;

b) Due to the reasons of the contractor causing harm to persons and property during the warranty period.

2. The tendering party shall compensate the contractor in the following cases:

a) Due to the reasons of the tendering party leading to the suspension, delay, or cessation of work under the contract, risks, coordination of machinery, equipment, materials, and components for the contractor;

b) The tendering party provides documents and necessary conditions for the work not in accordance with the agreements in the contract, causing the contractor to redo, temporarily stop, or modify the work;

c) In the case where the contract stipulates that the tendering party supplies raw materials, equipment, and other requirements, but such supply is not made according to the time and requirements specified;

d) If the tendering party delays payment, it must compensate the contractor at the overdue interest rate applicable from the first day of delay as announced by the commercial bank where the contractor maintains an account, from the first day of delay until the tendering party fully pays the contractor.

3. In the event that one party fails to perform its contractual obligations or performs them inconsistently with the provisions, after fulfilling the obligation or applying remedial measures, it still bears responsibility for compensating losses if the other party suffers additional losses, the level of compensation for losses must be equivalent to the level of loss suffered by the other party.

4. If a breach of contract by one party is caused by a third party, the breaching party must bear the responsibility for the breach of contract towards the other party. Disputes between the breaching party and the third party shall be resolved in accordance with the law.

5. If the breach of contract by one party infringes upon the body, rights, or property of the other party, the aggrieved party may request the other party to bear the responsibility for the breach of contract as agreed in the contract and in relevant laws.

Section 7

COMPLAINTS AND RESOLUTION OF CONSTRUCTION CONTRACT DISPUTES

Article 43. Complaints During the Execution of Construction Contracts

1. Complaints during the execution of construction contracts under this Decree mean that when one party discovers that the other party is not performing or performing incorrectly according to the contract, it has the right to request the other party to perform the contract correctly. At that time, the discovering party has the right to complain about these contents to the other party.

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

3. Within thirty days from the date of discovery of contents inconsistent with the signed contract, the discovering party must immediately notify the other party about these contents and complain about them. Beyond this period, if no complaints are made, the parties must perform according to the signed agreements.

4. Within thirty days from the date of receipt of the complaint, the receiving party must present grounds and evidence regarding the contents that the complaint of the other party is inconsistent with the signed contract. If the grounds and evidence are not convincing or reasonable, it must accept the complaints of the other party. Beyond this period, if the receiving party does not provide an opinion, it shall be deemed to have accepted the complained contents raised by the other party.

5. Each party's complaints must be sent to the correct transaction address or information exchange address agreed upon in the contract.

Article 44. Dispute Resolution for Construction Contracts

1. The parties shall negotiate to resolve disputes based on the contents of the signed contract. In case the parties fail to reach an agreement, dispute resolution shall be carried out through mediation, arbitration, or court proceedings in accordance with the provisions of the law.

2. Where the parties to the contract have agreed to resolve disputes through mediation, the mediation body or organization may be specified in the contract or determined after the dispute arises.

3. If one party does not agree with the mediation conclusion, it has the right to request arbitration or court proceedings; the procedures for resolving disputes at arbitration or court shall be conducted in accordance with the provisions of the law.

4. The time limit for requesting arbitration or the statute of limitations for initiating court proceedings to resolve construction contract disputes is two years, calculated from the date when the rights and legitimate interests of the parties are infringed upon.

5. A void or terminated contract does not affect the validity of the clauses regarding dispute resolution.

PART 8

OTHER PROVISIONS OF CONSTRUCTION CONTRACTS

Article 45. Insurance and Warranty under Construction Contracts

1. Insurance

a) The construction project insurance shall be purchased by the investor. In cases where this insurance premium has been included in the contract price, the contractor shall purchase the project insurance in accordance with the regulations;

b) The contractor must purchase necessary types of insurance (equipment insurance, third-party insurance) to ensure its operations in accordance with the law.

2. Warranty

a) The contractor is responsible for warranty of the project and equipment in accordance with the agreements in the contract. The warranty period for the project is stipulated as follows:

- For special-grade and first-grade projects: the warranty period shall not be less than twenty-four (24) months from the date the investor signs the acceptance certificate for putting the project into use, with a warranty amount of three percent (3%) of the contract value.

- For other projects: the warranty period shall not be less than twelve (12) months, with a warranty amount of five percent (5%) of the contract value.

b) Warranty security can be implemented in the form of a guarantee or another form agreed upon by the parties;

c) The contractor may only be refunded the warranty security after the warranty period ends and the investor 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 principal; during this period, if the contractor does not perform the warranty work, the principal has the right to use the warranty money to hire other organizations or individuals to repair.

Article 46. Subcontracting Contracts

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

a) For subcontractors not listed in the attached subcontractor list, they must obtain the investor's approval, except in cases where the parties have agreed otherwise.

b) The main contractor or general contractor shall be responsible to the investor for the progress, quality, labor safety, environmental protection, and errors of their own and the works performed by subcontractors;

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

2. Subcontractors designated by the investor (if any).

a) A subcontractor designated by the investor is a contractor designated by the investor 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 contract performance schedule after the investor's request.

The parties entering into the contract must specifically agree on the situations in which the investor may designate a subcontractor;

b) The main contractor or general contractor has the right to reject a subcontractor designated by the investor if the work being performed by the main contractor or general contractor and the subcontractor still complies with the contract agreements or there is sufficient basis to believe that the subcontractor designated by the investor cannot meet the contract requirements.

3. The investor may make direct payments to the subcontractor based on the payment proposal of the main contractor or general contractor, provided that such arrangements are agreed upon in the main contract.

Article 47. Occupational Safety, Environmental Protection, and Fire Prevention and Control

1. The responsibilities 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 and construction works on the construction site, including adjacent works. In cases where safety measures involve multiple parties, such measures must be agreed upon by all parties.

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

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

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

đ) The construction contractor has the responsibility to provide adequate personal protective equipment and safety gear for workers according to regulations when they are working on the construction site.

e) In case of an accident involving occupational safety, the construction contractor and related parties must organize handling and report to the competent state agency for occupational safety in accordance with the law, while also bearing responsibility for remedying and compensating for damages caused by the failure to ensure occupational safety.

2. Each party's responsibility for environmental protection during construction must be agreed upon in the contract and shall be stipulated as follows:

a) The construction contractor must implement measures to ensure the environment for workers on the construction site and protect the surrounding environment, including dust control, noise reduction, and site cleanup; wastewater, solid waste, and other types of waste must be collected and treated to meet technical standards and norms for the environment. For construction projects within urban areas, covering measures and proper disposal of waste to designated locations must be implemented.

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

c) The construction contractor and project owner must be responsible for monitoring and supervising the implementation of environmental protection during construction, and must also 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) The person causing damage to the environment during the construction process must bear legal responsibility and compensate for damages caused by their fault.

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

Article 48. Electricity, Water, and Site Security

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

Article 49. Transporting Construction Equipment

1. The contractor shall notify the employer at least 21 days prior to the delivery date of the equipment.

2. The contractor shall be responsible for packaging, loading, transporting, warehousing, 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 50. Risk and Force Majeure

1. Risk refers to the threat of negative impact on the performance of the construction contract. The contract must include provisions defining the responsibilities of the parties for handling risks when they occur; the responsibilities of each party in case of risk.

2. Force majeure is an unforeseeable and unavoidable risk event occurring after the signing of the construction contract such as earthquakes, storms, tornadoes, floods, tsunamis, landslides, volcanic activity, war, or epidemics.

3. When one party is affected by force majeure, it must promptly notify the other party in writing.

4. In the contract, the parties must agree on the handling of force majeure, including notification of force majeure; the responsibilities of the parties in case of force majeure; termination and settlement of the construction contract in case of force majeure (if applicable).

Chapter III

IMPLEMENTING PROVISIONS

Article 51. Effective Date

This Decree takes effect from July 1, 2010. From the date this Decree takes effect, the provisions of Government Decree No. 99/2007/NĐ-CP dated June 13, 2007, concerning contracts in construction activities shall cease to be effective.

Article 52. Implementation

1. Construction contracts that have been or are being performed before the date this Decree takes effect are not required to comply with the provisions of this Decree. For construction contracts currently under negotiation but not yet signed, the investment decision-maker decides whether to apply the provisions of this Decree.

2. The Ministry of Construction shall guide and inspect the implementation of laws on construction contracts; provide guidance on adjusting contract prices and other necessary contents of this Decree to meet state management requirements for construction contracts, and publish model construction contracts.

3. It is encouraged for organizations and individuals to apply the standard contract conditions of the International Federation of Consulting Engineers (FIDIC) and model construction contracts in establishing and performing construction contracts.

4. Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of provincial People's Committees directly under the Central Government, Heads of political organizations, political and social organizations, political and social-professional organizations, Chairpersons of Management Boards of State Economic Groups, State-owned Corporations, and related organizations and individuals are responsible for implementing this Decree./.

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Decree No. 48/2010/ND-CP On Contracts in Construction Activities

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Tiếng Việt Nghị định số 48/2010/NĐ-CP Về hợp đồng trong hoạt động xây dựng 한국어 법률 제48/2010/ND-CP호 건설 활동에 관한 계약에 관한 법률 中文令号48/2010/法令-CP关于建设活动中合同的规定