All insurance required by this Agreement shall be purchased and maintained with a company or companies lawfully authorized to do business in [Jurisdiction]. World Trade Center II | Geneva Airport Box 311 [7] While it struggled repairing the pipeline, Royal Dutch Shell announced a force majeure on Nigerian crude oil exports. [43] Aside from legislatively created remedies such as the CDRA, courts in common law jurisdictions will typically provide for damages (which, depending on jurisdiction, may include punitive damages), but judges will issue injunctions and specific performance where they deem damages not to be a sufficient remedy. For this publication, the General Conditions were prepared on the following basis: (i) interim and final payments will be determined by measurement, applying the rates and prices in a Bill of Quantities; (ii) if the wording in the General Conditions necessitates further data, then (unless it is so descriptive that it would have to be detailed in the Specification) the sub-clause makes reference to this data being contained in the Appendix to Tender, the data either being prescribed by the Employer or being inserted by the Tenderer; (iii) where a sub-clause in the General Conditions deals with a matter on which different contract terms are likely to be applicable for different contracts, the principles applied in writing the sub-clause were: (a) users would find it more convenient if any provisions which they did not wish to apply could simply be disregarded or deleted, than if additional text had to be written (in the Particular Conditions) because the General Conditions did not cover their requirements; or. The charts are illustrative and must not be taken into consideration in the interpretation of the Conditions of Contract. If any breach arises under Contractors warranties in Section 11.6, Contractor shall, at its sole cost and expense and subject to the Damages Cap, promptly correct, replace or repair, at Owners selection, any defect in design, engineering, materials, workmanship or operability in the Facility discovered during the Warranty Period. Shell is responsible for around fifty percent of the oil production in Niger Delta. Ontario has recognised the existence of the tort of "intrusion upon seclusion",[60] which has also been held to exist under tort law in the United States. In the event that the Facility fails to meet the Acceptance Test Capacity Guarantee, the following shall apply: 11.3.1 If either the actual tested performance is less than 97% but greater than 90% of the Promised Capacity (the Minimum Required Capacity), Contractor may, at its sole option, elect to either (i) make (or cause to be made) the modifications, improvements, redesign, repairs or reconstruction (Remedial Measures) necessary to cause the Facility to meet the Acceptance Test Capacity Guarantee as evidenced by repeat Acceptance Tests; or (ii) pay liquidated damages to Owner as follows: For each 0.1% below 97% of the Promised Capacity, the liquidated damages shall be [Liquidated damages amount]. In the event that this Agreement is terminated by either party pursuant to Sections 13.4 13.5, 14.2 or 16.21, Owner shall pay to Contractor an amount equal to the sum of (1) the Cost of the Work incurred by Contractor in connection with the Work and the Project as of the date of termination, plus (2) to the extent not already reflected in (1), any termination charges incurred by Contractor that are imposed by Subcontractors as a result of the Termination and any other costs reasonably incurred by Contractor solely as a result of the termination to the extent that this sum is not reimbursed pursuant to insurance policies maintained by Contractor pursuant to Schedule II (it being specifically understood that Owner shall be responsible for the payment of all deductible amounts under any said insurance policies to the extent provided in Schedule II). Governmental Authority shall mean the national government, and any regulatory department, body, political subdivision, commission, agency, instrumentality, ministry, court, judicial or administrative body, taxing authority, or other authority thereof (including any corporation or other entity owned or controlled by any of the foregoing) having jurisdiction over either Party, the Facility or the Site, whether acting under actual or assumed authority. Since the mid-to-late 20th century, calls for reform of tort law have come from various perspectives. However, the supplier may have no obligation to produce any output unless agreed otherwise. Contractor shall enforce, at its sole expense, all warranties contained within the Subcontractor Protections for the Subcontractor warranty periods provided for the specific equipment to which such warranties pertain. Contractor becomes insolvent, or become the subject of any bankruptcy, insolvency or similar proceeding, which, in the case of any such proceeding that a third party brings against either of them, has not been terminated, stayed, or dismissed within 60 Business Days after it was commenced, unless the affected Party provides evidence to Owner of that Partys ability to perform all of its obligations under this Agreement; or 13.1.2 Failure to Maintain Insurance. Contractor shall provide or perform the Work or cause the Work to be provided or performed, in accordance with the terms of this Agreement. Over time, the proper law test has been refined or replaced in many common law jurisdictions either with reference to all instances of conflict of laws or specifically in the case of tort law. ARTICLE 2 - REPRESENTATIONS 2.1 - Representations by Contractor Contractor represents that: 2.1.1 Organization and Qualification. Conditions of Contract for Works of Civil Engineering Construction (3rd Edit. [176], The more severe penalties available in criminal law also means that it requires a higher burden of proof to be discharged than the related tort. 2.1.5 Site Inspection. Commercial Operation shall have the meaning given it in Section 10.3 Commercial Operation Date shall mean the date on which the Facility achieves Commercial Operation. While tort law in Canada's other provinces follows common law jurisprudence under which distinct nominate torts are recognised by precedent or statute, CCQ provides for a general and open-ended concept of "civil liability" or la responsabilit civile in article 1457:[126]. 5.2.6 At all times, use commercially reasonable efforts to proceed in a manner that supports the Project Schedule. In the event of a Dispute, the Parties shall be obligated to make a reasonable and diligent effort to resolve the Dispute at the appropriate level before invoking the dispute resolution procedures in Article 12. required for the performance of the Work. 5.2.8 Not unreasonably withhold their support from other actions reasonably requested by Contractor to promote the timely completion of the Facility or to promote the completion of the Facility within the Project budget. Seat of the relationship test: This test specifically examines the relationship between the parties to the lawsuit, and uses the law of the state in which the relationship between the parties was most significant. Ct., 11 July 1997). [140] On the basis of the general principles to which Article 288 refers, the ECJ developed three requirements for liability: The fulfilment of these requirements is sufficient for a right to compensation, which is directly based in Union Law. Thus, it is no longer necessary for the case to be based on a tort actionable in England. Within Canada's common law provinces, there is currently no consistent approach to the tort of invasion of privacy. The Policy resulted in further deregulation of electric generation and, significantly, international privatization following amendments to the Public Utilities Holding Company Act in 1994. Where he is endowed with reason and fails in this duty, he is liable for any injury he causes to another by such fault and is bound to make reparation for the injury, whether it be bodily, moral or material in nature. Findings from the importance analysis approach", The nature of credit risk in project finance, "Project Finance Cross-Border Risks in Nepal", http://alsbridge.eu/knowledge/articles.html?id=161, "Speech by Sir David Clementi to the Oxford Media", "Collateral Warranties and Third Party Rights", "Contracting party insolvency - A rough guide", Scott L. Hoffman - The Law and Business of International Project Finance 3rd edition, E. R. Yescombe - Principles of Project Finance, Project Finance for Public-Private Partnership (PPP) projects, Andrew Fight - Introduction to project finance, Graham D. Vinter, Gareth Price - Project finance: a legal guide, Stefano Gatti - Project finance in theory and practice, https://en.wikipedia.org/w/index.php?title=Project_finance&oldid=1110992410, Creative Commons Attribution-ShareAlike License 3.0, Sponsor (typically also an Equity Investor), Lenders (including senior lenders and/or mezzanine), Multilateral Agencies / Export Credit Agencies, Provision regarding the services rendered. Notwithstanding the foregoing, in the event that Contractor agrees to assume the excess of the amount of costs reallocated by the Utility Regulator over ]maximum risk amount Owner will assume], there shall be no right to terminate this Agreement. Defamation is tarnishing the reputation of someone; it has two varieties. [30], Shell faced their oil spill response practices in November 2014 during legal action that was taken in the United Kingdom. [113] Similarly, article 2190 establishes liability for the owners of defective buildings or structures that cause damage. NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the Parties agree as follows. Project financing in transitional and emerging market countries are particularly risky because of cross-border issues such as political, currency and legal system risks. Liability for common carrier, which arose around 1400, was also emphasised in the medieval period. Whether the plaintiff has any right of reply in a defamation case will be determined under the law of the state where the broadcaster or publisher is established. Article 2176 of the civil code provides that, in the absence of a contractual or quasi-contractual[x] relationship, a person who "by act or omission causes damage to another" by way of fault or negligence[y] is "obliged to pay for the damage done". Acknowledgement of security: confirmation by the contractor or relevant party that it consents to the financier taking security over the relevant project contracts. 15.2.5.2 Integration of Project Documents. Various drafts were reviewed by the following persons or organisations: Mushtaq Ahmad, NESPAK, Pakistan; Peter Batty, Post Buckley International, USA; Manfred Breege, Lahmeyer International, Germany; Pablo Bueno, TYPSA, Spain; Nael G Bunni, Consulting Engineer, Ireland; Ian Fraser, Beca Carter Hollings & Ferner, New Zealand; Roy Goode, Oxford University, UK; Dan W Graham, Bristows Cooke & Carpmael, UK; Mark Griffiths, Griffiths & Armour, UK; Geoffrey F Hawker, Consulting Engineer, UK; Hesse & Steinberger, VDMA, Germany; Poul E Hvilsted, Elsamprojekt, Denmark; Gordon L Jaynes, Whitman Breed Abbott & Morgan, UK; Tonny Jensen (Chairman of FIDIC Quality Management Committee), COWI, Denmark; Philip Loots & Associates, South Africa; Neil McCole, Merz and McLellan, UK; K B (Tony) Norris, Consulting Engineer, UK; Eric Petersen, CEGELEC, France; Matthew Needham-Laing, Victoria Russell & Paul J Taylor, Berrymans Lace Mawer, UK; David R Wightman & Gerlando Butera, Nabarro Nathanson, UK; the Association of Japanese Consulting Engineers; European International Contractors; Organisme de Liaison Industries Mtalliques Europennes ("ORGALIME"); the International Association of Dredging Contractors; the International Bar Association; the Asian Development Bank; and the World Bank. Ronald Coase, a principal proponent, argued in The Problem of Social Cost (1960) that the aim of tort law, when transaction costs are high, should be to reflect as closely as possible the allocation of risk and liability at which private parties arrive when transaction costs are low.[151]. Owner shall: 5.2.1 Make payment of the Cost of the Work in accordance with Article 9. 16.10 Counterparts. [16] In 2009, Shell offered to settle the Ken Saro-Wiwa case with US$15.5million while denying any wrongdoings and calling the settlement a humanitarian gesture. [9], In the 1990s, tensions arose between the native Ogoni people of the Niger Delta and Shell. Work shall mean all design, engineering, procurement, construction, erection, installation, training, start-up and testing activities and services necessary to achieve a complete and operable Facility in accordance with the terms of this Agreement, to achieve Mechanical Completion, Commercial Operation, and Final Acceptance, and shall include all activities and services described in Schedule VII and in Section 3.1. The minimum combined limit for personal injury and property damage liability shall be [Coverage amount] per occurrence and [Coverage amount] in the aggregate. 15.2.3 Order of Interpretation. The termination of this Agreement shall not limit or otherwise affect the respective rights and obligations of the Parties which accrued prior to the date of termination, and which continue to exist following the termination of this Agreement. [13] The company denied these claims and implied that MOSOP was an extortionary movement that advocated violence and secession. Such insurance shall include, but not be limited to, protection from the following occurrences: ( Claims arising from Workers Compensation statutes or similar employee benefit acts, or third-party legal liability claims arising from bodily injury, sickness and disease, or death of employees. Upon request from any Party, Contractor shall, following the negotiation of all Subcontractor contracts, update Schedule IX to reflect the final negotiated warranty periods. Contractor shall be responsible to see that all equipment and materials incorporated into the Work that are purchased by Contractor or by any Subcontractor to the Project shall not be subject to any chattel mortgage, conditional sales contract, or security agreement under which an interest or lien is retained; provided, however, that such equipment and materials may be subject to the security interest of the vendor, to secure the payment of the purchase price of the affected equipment and materials, so long as such security interest is terminable upon payment in full and Contractor causes good title to such equipment and materials, free and clear of such security interest to be conveyed to Owner on or before the date of Final Payment. ARTICLE 7 - COST OF THE WORK; PROJECT FINANCING 7.1 Guaranteed Maximum Price. The company has been responsible for some significant oil spills in the Niger delta, and both Nigerian and European courts have held them liable for environmental destruction. However, as the clause excuses a party from carrying out its obligations, it needs to be carefully thought through and tailored for the project in question. Those commonly recognised include trespass to land, trespass to chattels (personal property), and conversion. [88] The protection thus granted has proven to be incomplete. In common, civil, and mixed law jurisdictions alike, the main remedy available to plaintiffs under tort law is compensation in damages, or money. Conflagrations have been concentrated primarily in Delta and Rivers States. ARTICLE 3 - THE WORK 3.1 - Scope of Work. Except as expressly stated in this Agreement, there are no third party beneficiaries to this Agreement. Sommaire dplacer vers la barre latrale masquer Dbut 1 Contexte Afficher / masquer la sous-section Contexte 1.1 Course l'espace 1.2 Lancement du programme Apollo 2 Les missions de prparation du dbarquement sur la Lune Afficher / masquer la sous-section Les missions de prparation du dbarquement sur la Lune 2.1 Acquisition de la maitrise des oprations en In cases where contract and tort issues overlap, Article 9 states that the same law should govern both sets of issues, thus applying contractual choice of law clauses to related tort litigation. A wrong became known as a tort or trespass, and there arose a division between civil pleas and pleas of the crown. The failure of any Party to insist on one or more occasions upon strict performance of the obligations owed it by the other parties shall not waive or release such partys right to insist on strict performance of such obligation or any other obligation in the future. A force majeure (French for superior force) clause is a contract provision that gives parties the ability to amend or terminate agreements when circumstances beyond their control make performance illegal, impossible, inadvisable, or commercially impractical. However, in the United States, private parties are permitted in certain circumstances to sue for anticompetitive practices, including under federal or state statutes or on the basis of common law tortious interference, which may be based upon the Restatement (Second) of Torts 766. Tort law may also be contrasted with contract law, which provides civil remedies after breach of a duty that arises from a contract. Therefore, while Tort Law was not a distinct area of law, concepts familiar to tort law were present in the criminal laws. Generally, a special purpose entity is created for each project, thereby shielding other assets owned by a project sponsor from the detrimental effects of a project failure. Contractor shall commence performance of the Work at the earliest reasonable time (the Construction Commencement Date) but no later than 30 days following the last to occur of the following: (a) issuance of any Authorizations required for the Facility; (b) completion of the final foundation drawings for the Project; (c) availability of suitable weather conditions for the commencement of construction; and (d) Owner having in place all insurance policies required of them under this Agreement.
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