Aff Definitions 04 and
General Conditions of Contract
Definitions
ABFF04
General conditions of Contract for work in property management and facility management.
Accessibility
Characteristics of a resource that means the resource can be used for the intended purpose on the intended occasion.
Acquirement
Process aiming at accomplishing a delivery of resources.
The acquirement includes contacts with suppliers (in person, by telephone or in writing) to order a delivery to a Work Site and to receive and check the delivery. After the acquirement, Relocation and Operation can follow.
Administration
Work comprising the processing of information within the frame of an activity.
Administrative Working Tasks
Measures of an administrative nature aimed at maintaining and
developing finance, client and authority contacts and the technical status of the Management Object.
Examples of management tasks are found in ADM 99 Means of assistance to establish management tasks, and in Aff VT 04 Means of assistance describing services related to Facility Management.
Agreement
Binding document between two or more parties.
Compare with contract.
Alterations
Alterations of Contract Work may also contain solely deductible work.
Apartments
Areas in a building that in respect of use constitute an independent unit.
Compare with residential apartments and premises
An apartment can be either a premises or a residential apartment.
Attend to
To attend to Work implies that one person achieves that another person will carry out Work.
Boundary List
Document stipulating the allocation of work tasks between the Manager and the Client and the forms of compensation for performing these work tasks.
Care
Operational measures that include one or several of the measures for adjustment or care of the Management Object, interiors, equipment, and change or provision of Consumable Items.
Compare with Waste Treatment, Operation, Supply of Utilities, Cleaning, and Supervision. Examples of measures that are included in Care are adjustment of doors, burners, Cleaning, refuse collection, snow removal, exchange of filters, refill of charcoal powder in copy machines and updating of files.
Cleaning
Care taking measures that include Cleaning indoors and areas associated with the building and arranging fixtures etc.
The task of Cleaning includes the consumption of chemical-technical substances.
Cleaning includes Garbage Collection and Disposal.
Communal Area
Area intended for several users.
Compare with Utility Service Room, Private Area.
Examples of Communal Areas are staircases, laundry rooms, activity rooms in residential buildings or communication areas in a shopping centre. The definition is not used when there is only one tenant in a building. In such a case, the designation of areas is limited to operational spaces and Private Areas.
Consumables
Materials or items that have to be replaced or added to at least once a year.
Compare with Supply of Utilities.
Consumables for Property Management services are for example filters, light bulbs, fertilisers, anti-slipping agents.
Consumables for Facility Services are for example charcoal powder for copy machines, sanitary products and raw materials for food production.
Supply of Utilities, such as electricity, heating oil etc is, in this context, not regarded as consumables.
Contract
A document that has been signed by the parties and showing the agreement reached between the parties.
Contract Documents
The Contract together with the documents that are attached thereto or that - without being attached- are referred to therein as applicable to the Contract Work.
Contract Meeting
Meeting regarding the Work progress relating to the Contract and for general information and decision-making.
The Contract Meetings are usually documented by minutes.
Contract Sum
The remuneration for the contract work as specified in the Contract during the term of validity of the Contract.
The Contract Sum is stated exclusive of VAT.
Contract Term
The time during which the Contract is valid.
Contract Work
The work that, according to the Contract Documents, is included in the Manager’s undertaking.
Control
Check in order to establish if an object or service in one or several respects meets stipulated requirements.
Co-ordinate Contractor
A contractor who, within the same managed object as the Manager, but without a contract with the Manager, is executing work for the Employer and has a contract with the Employer.
Compare with Subcontractor
Corrective Maintenance
Maintenance carried out to rectify a Function, which, unforeseen, has reached an unacceptable level.
Compare with Urgent Maintenance, Planned Maintenance.
Unforeseen refers to the impossibility to foresee which Management Object will be affected by the Fault or the time this will occur.
Corrective Maintenance is divided into Urgent maintenance and Other Corrective Maintenance. It is normally performed by repair or exchange after a fault report from users, inspection reports or alarm.
Damage Inspection
Inspection of a Management Object where damage has occurred, aiming at establishing the cause of damage and its extent.
Engineering and Utility Service Room
Area solely used for the Operation of a building.
Compare with Private Area, Common Space.
Examples of Engineering and Utility Areas are the fan area, district heating centrals, electrical areas, cleaning equipment areas etc.
Extra Payment
Payment in excess of the Contract Sum.
Facilities
Appliances that, except from Work Performance, are required for the execution of the Work without being a part of the Work result.
Facilities include, for example, machinery, tools, transportation, office equipment and software.
Hand tools and suchlike are not Facilities. See Work Performance.
Fault
Deviation from contract agreement implying that part of the Contract Work has not been executed or has not been executed in accordance with the Contract.
Function
Such usability or quality necessary for the usability, which is normally established by means of measurements, testing or use.
Function can for instance have implications on security, technical, aesthetic or comfort aspects.
Function Check
Check to verify that the object is able to perform the required Function for the types of Operation that can some up
Compare with Operation Control, Control, Status Check.
Garbage Collection and Disposal
Containing waste for treatment or deposition.
Compare with Waste, Waste Disposal, Cleaning.
Examples of such Waste are garbage, fallen tree branches and leaves, removal of gritting agents, broken and thrown away toys etc.
Hazardous Waste
Types of Waste considered as hazardous are presented in the Regulation of Waste (Avfallsförordningen, SFS 2001:1063)
Liquidation
Process that aims at decreasing or removing resources of a certain nature.
Liquidation can concern for example, Premises or personnel
Maintenance
Measures aiming at restoring the function of a Management Object, interiors or equipment.
Compare with Operation, Corrective Maintenance, Planned Maintenance.
When performing Maintenance, the function is restored to the outset level.
Maintenance includes Work Performance, means of assistance and change of material, goods or components. Work that only includes the replacement of Consumable items that restore the Function to the outset level is regarded as Operation.
Maintenance Inspection
Inspections aiming at determining the need for Maintenance for an object.
Compare with Control, Maintenance.
The result is documented and is used as a basis for maintenance plans.
Management Contract
Contract that, within a Management Object, includes either Administrative or Technical Working Tasks, or both.
Compare with Administrative Working Tasks, Technical Working Tasks.
Management Object
Physical object whereon management work is carried out.
A Management Object may include one or more properties or parts of a property. Examples of Management Objects are buildings and plots within a property, the ventilation system in a building, a laundry room or its tumbler drier.
Operation
Measures taken within intervals of less than one year, which aim to maintain the function of a Management Object.
Compare with Function, Supply of Utilities, Supervision, Care, Maintenance.
Operation includes Supply of Utilities, Supervision and Care. The Function that will be maintained is that which at a given time is dependent on the present status with respect to wear, age and capacity of the Management Object.
Operation Control
Inspection of a Management Object or equipment to establish if it maintains the necessary performance for the intended operation during the time of inspection.
Compare with Function Check, Status Check.
Other Corrective Maintenance
Corrective Maintenance, which is not Urgent Maintenance.
Compare with Urgent Maintenance, Corrective Maintenance.
Examples of Other Corrective Maintenance are exchange of a gasket in a leaking tap, exchange of broken window panes, repair of damage caused by snow removal and repair of copy machine.
Plan for Payment
Document prescribing the manner in which payments shall be made.
A Plan for Payment can relate to achievements or time for example.
Planned Maintenance
Maintenance that is planned with regards to time, type and extent.
Compare with Corrective Maintenance.
Premises
Apartment intended for other use than residential.
Compare with Apartment.
Examples of categories included in Premises are Apartments aimed at usage as shops, offices, storage, handicraft or industrial business etc.
Preparation for Operation
Process aiming at Relocating a functional interior or equipment in a state ready for operation.
The commissioning can for example include removing of packaging, performing connections to main systems and installation of operative system and device drivers on a computer. Acquirement and Relocation can precede the Preparation for Operation.
Private Area
Area used for a private tenant
Compare with technical area, Common Area.
Examples of Private Areas are apartments in office or residential buildings.
Procurement
Process aiming at purchase, which begins with tendering and ends with an Agreement.
Procurement is normally preceded by an investigation and design and gathering of Tendering Documentation.
Property
Independent legal unit included in or that can be included in the property directory.
The land, buildings etc are included in the definition of the Property.
Property Management
Process where work, capital and knowledge are transformed to operational areas for the operations.
Tendering Documents
Documents provided by the client for the contractor to prepare a tender.
The work preparing the Tendering Documents does not include
investigation, planning etc but only the compilation of documents relevant for the design, specific directions, and preparation of directions for the procurement process.
Quality
All-in-all characteristics of an object or a service, which provide its ability to meet expressed or implied requirements.
See further SS-EN ISO 8402, Quality management and quality assurance- Definitions.
Quality Assurance
All planned and systematic measures necessary to provide enough confidence that an object or service will fulfil stated requirements on Quality.
Quality Plan
Document specifying the particular measures affecting the Quality, their sequence and the resources to be used.
Refuse Collection
Care measures including collection of refuse for handling, treatment or deposit.
Compare with waste, waste treatment, cleaning
Relocation
Process aiming at relocating interiors, equipment or other goods for use or storage.
Relocation can involve Relocation to areas for use or storage and from an area for storage to an area for use. Relocation can be preceded by Acquisition and be followed by Preparation for Operation.
Residential Apartment
Apartment intended for residential purposes.
Compare with Apartment.
Where a misunderstanding may occur, the normal expression in an Aff- agreement is Apartment rather than Residential Apartment.
Rounds
Sequence of measures that are performed based on a predetermined schedule.
Rounds are one way of performing Supervision and Care for a Management Object or monitoring of a Work Site.
The Rounds are often scheduled.
If the definition Rounds is used in a Contract Agreement, its extent should be specified for each specific situation.
Routine Description
Document specifying the order in which an activity is to be performed.
Service
Over time co-ordinated operations and Maintenance activities.
Compare with Rounds.
If the term Service is applied in an agreement, its content must be specified in each case.
Service is normally done once a year, requires specialist competency and predominantly includes measures on installations, interior fittings and equipment, for example copy machines, large-scale kitchen equipment, elevators and ventilation installations.
Specification
Document containing instructions and/or requirements concerning the functionality and quality of work included in the Contract Work.
Statute
An act, ordinance or other binding regulation according to Chapter 8 of the Constitution Act (Regeringsformen).
Status Check
Action taken to verify that an object or service maintains the condition and function required.
Compare with Operation Control, Function Check
Status Check can include Operation or Function check, and can be performed before, during or at the end of a Contract and may concern maintenance level for the Management Object, fittings and fixtures, equipment, tenant registers, bookkeeping etc.
Subcontractor
A contractor executing work for another contractor within the same management object.
Compare with Co-ordinate Contractor.
Supervision
Operational measures that include observation of the Function in a Management Object, in the interiors or in the equipment and reporting of possible deviations.
Compare with Operation, Supply of Utilities, Rounds, Care.
Supervision can include use of measuring devices. Examples of Supervision are reading of oil levels and Control of Cleaning.
Supply
The Supply of something implies that something can be utilised without specific financial compensation.
The Supply also includes to acquire, relocate, prepare for operation and pay for something.
Technical Working Tasks
Measures of a technical character that enable performance of Operation and Maintenance work in the Management Object.
Examples of Technical Working Tasks can be found in TEKNIK 99, Facilities for the preparation of description of Technical Working Tasks.
Tender Documents
The tender, including the documents attached or stated as valid for the tender.
Compare with Tendering Documents.
Total Contract Sum
The Contract Sum adjusted with regard to additions and deductions and, where applicable, an amount in respect to index-linked payment.
Compare with Contract sum.
The Total Contract sum is given exclusive of VAT.
Total Work
The Contract Work together with occurring Alterations and additions.
Compare with Management Contract
Total Work Documents
The Contract Documents together with the documents that are added and expressed to be binding to the parties during the Contract Term.
Compare with Contract Documents.
Unit Price
Price per unit, which can relate to Work Performance, materials, goods, Facilities or a combination of these, i.e. Work.
Compare with Work, Work Performance.
The Unit Price shall include all costs for the given unit, including
compensation for contractor fees and including costs for interest rates and central administration.
Unit Prices are given exclusive of VAT. The Unit Price is usually used to calculate additions or deductions from the Contract Sum.
Update
Process where data is either added, erased or corrected within a quantity of data.
Upgrading
Process where a resource is modified to obtain a better performance.
Examples of Upgrading are change to a later version of software in a computer system or exchange to a more efficient fan motor.
Urgent Maintenance
Corrective Maintenance that needs to be carried out without delay.
Acute Maintenance, which is caused by damage or other faults, which can either cause personal injury or damage to the property needs to be handled immediately. Maintenance, which is not acute, is denominated as Corrective Maintenance.
Supply of Utilities
In property management:, operational measures including supply of electrical energy, water, fuel, gas, pressurised air, district heating and district cooling as well as TV, radio, TV- and computer signals.
Compare with Waste Disposal, Care and Supervision.
Waste
Any object, material or substance, which is included in a category of Waste that the client disposes of, or intends to dispose of, or is obligated to dispose of (The Swedish Waste Act - Avfallsförordningen, SFS
2001:1963)
In the Waste regulations, a number of waste categories (appendix 1) and a list of waste (appendix 2) are presented to define the term waste. Waste is divided into the following main categories: waste that can be re-used, recycled, deposited or destructed.
Waste Disposal
Measure of care that includes the disposal of collected Waste.
Compare with Waste, Refuse Collecting, Cleaning.
Work
Labour and thereby utilised Facilities and, when as such has been agreed, material and goods.
Work Performance
Performance of labour, tools, measuring instruments, marginal material supply and the necessary transports of personnel.
Tools are defined as equipment or machines that are possible to carry by hand. Marginal material supply refers to lubricating oil from an oil can, cotton waste and screws.
Workplace
Within a Work Site: Limited area of a Work Site where employees carry out work. (TNC 95).
Examples of Workplaces are areas at a machine or a worktable.
Work Site
A limited area within which an employer within, and for his business, performs work. (TNC 95)
General Conditions of Contract
General Conditions of Contract for Work in Property Management and Facility Management. The document is based on a translation of “ABFF04” (Allmänna
Bestämmelser för Entreprenader inom Fastighetsförvaltning och Verksamhetsanknutna Tjänster - General Conditions of Contract for Work in Property Management and Facility Management).
In the case of discrepancies between information in, or the meaning of the two versions, the Swedish ABFF04 version shall prevail over these General Conditions of Contract.
Extent of Contract
The Contract Work and the Contract Documents
1. The extent of the Contract Work is determined by the Contract Documents. The Contract Documents are mutually complementary unless the circumstances require otherwise.
2. If the Contract Documents do not contain requirements or guarantees regarding function, fitness for use or qualities, the Work shall be carried out to such a standard that it corresponds to what may be expected taking into consideration the Client’s description of the Management Object, its utilisation and activities carried out therein.
Comments: page 14 Discrepancies in documents
3. In the case of discrepancies between data or provisions given in the Contract Documents, their relative priority shall be as follows, unless the circumstances manifestly require otherwise:
01 The Contract 02 "ABFF 04"
03 Aff-definitions 04 Order
05 Offer
06 Tender Documents
Comments: page 14 4. In the case of discrepancies between information or provisions given in any one of the
documents or in any one group of documents specified in Cl. 3, the item of data or provision shall apply that is least expensive to the Manager, unless the circumstances manifestly require otherwise.
Responsibility for data etc,
5. The responsibility for the correctness of data, registers and documents, rests with the party providing them. The approval by the receiving party does not relieve the other party from the aforementioned responsibility.
5a If the Client has instructed or requested a certain activity, the execution according to such description shall be regarded as complying with contractual requirements. The Manager, however, is responsible for the Total Work’s general compliance with contractual requirements, if the circumstances do not provide otherwise.
Comments: page Protection of ideas
6. A document provided by the party issuing or submitting a tender, as well as ideas and solutions shown therein, may not be used by the other party, except in the relationship between the tenderer and the issuer of tenders, until the contract has been awarded.
Assumptions
7 Before submitting his tender, the Manager shall be assumed to have obtained sufficient knowledge of the conditions where the Total Contract Work shall be performed and have obtained information to a reasonable extent of other circumstances of importance for his tender.
The aforementioned does not limit the Client's responsibility under Clause 5.
Comments: page Expert opinion
8 If, at the time of the submission of the tender, information regarding any
particular circumstance in respect of the Object where the Total Contract Work shall be performed is lacking, this circumstance shall be deemed to be such that a qualified expert would have assumed, having due regard for the prevailing circumstances.
Comments: page
Obligation to notify
9. The parties shall notify each other without delay if they find:
- that discrepancies exist between data or directions given in the Contract Documents - that data given in the Contract Documents differ in essential respects from the actual conditions
- that the Contract Documents are otherwise imperfect or have been prepared in such a manner that the execution of the Contract Work in accordance with them would be inconvenient or inappropriate
- that documents, data or instructions submitted during the Contract Term differ from the Contract Documents or
- that circumstances of significance to the Total Work are changed or added.
If a party does not fulfil his obligation to notify as mentioned above, he shall be liable for the loss caused.
10.
Unless otherwise stated in the other Contract Documents, the fixed fee for the Contract Work does not cover the Supply of Utilities, Consumables or other goods and materials.
Reports, permissions etc.
11. If not otherwise stated in the other Contract Documents, the Manager performs and pays for the necessary reports concerning the carrying out of the Contract and reaches
necessary agreements with authorities, tenants and other parties concerned with the Contract and the way in which it is implemented.
Regulations
12. The Manager is responsible for the compliance with regulations, rules and standards as far as his appointment is concerned. If such regulations, rules or standards are extended or replaced, they shall apply in accordance with their new wording.
If the Manager’s obligation to follow regulations, rules and standards imposes a workload larger than the Manager reasonably could have been expected to foresee, reasonable compensation shall be agreed.
Confidentiality
13. Each party is, unless otherwise stated in the applicable Swedish laws, under an obligation of Confidentiality regarding business and operational issues or other internal issues, if it can be expected that either party or a third party would incur damage if information were revealed. Even if the Contract has been terminated, each party shall be obliged to maintain Confidentiality.
Each party shall, through agreements on Confidentiality with its staff or others, or thorough other means, make sure that this Confidentiality obligation is upheld.
Execution
Quality requirements
14. The Contract Work shall be executed in accordance with the Contract Documents and with any other documents and instructions, which, before the expiry of the Term, have been delivered in order to complete and clarify the Contract Documents. If, in a certain respect, there is no Specification of quality, the Work shall, in this respect, be of the same standard as the other Contract Work.
The Manager shall carry out his undertaking in a professional manner. This does not limit the Client's responsibility in accordance with Clause 5.
14a If, after the acceptance of the Manager’s tender, the Client has approved a solution proposed by the Manager, execution according to such a proposal shall be regarded as complying with contractual requirements, provided that the proposal does not change what was previously agreed, or that such a change has been specially agreed. The Manager is, however, responsible – if the circumstances clearly do not provide otherwise – for the compliance of the concerned Function with the contractual requirements as far as the functioning is concerned and provided that the Total Work generally complies with the contractual requirements.
Status check
14b If not otherwise stated in the other Contract Documents, the Client and the Manager shall, before the commencement of the Total Work, together carry out an inspection of the Management Object in order to establish its technical status and maintenance level.
Such an inspection can be requested by either party and a record of it must be made.
Alterations and additions
15. If, after the signing of the Contract, the Client has prescribed or otherwise demanded Alterations or additions to the Contract Work, which the Manager regards as reason for a request for Extra Payment, the Manager shall, without reasonable delay, and before the start of the Work, notify the Client thereof. If the Manager has not complied with the above duty of notification, he may not be granted Extra Payment, unless refusal as such could be regarded as unreasonable.
Comments: page Organisation
Representation and Supervision of the Work
16. Each party shall appoint a representative for the Contract Work. The
Representative shall be authorised to represent his employer with a binding effect in matters regarding the Contract and to make financial and other agreements.
The Manager shall provide competent supervisory staff, and is solely authorised to supervise the execution of the Contract Work.
Control
17.
The Client exercises the Control of the execution of the Contract Work, as he deems suitable. Such Control does not relieve the Manager from any of hisresponsibilities under this Contract. Inspections will be made in order to check the Manager’s performance according to the Contract. Deviations will be recorded as Faults in the minutes from the inspection.
18. Faults recorded at an inspection shall without delay, and in writing, be forwarded to the Manager, who shall immediately take the necessary action to rectify the Faults. Should the Manager fail to rectify the Faults following a reminder, the Client shall have the right to take the necessary steps to rectify the Faults at the
Manager’s expense.
If a Fault cannot be remedied, or time for such a remedy is not available, the Client will be entitled to a price reduction corresponding to the cost for the remedy, though a sum corresponding to at least the savings the Manager has achieved for himself due to his faulty performance.
Employer’s responsibilities
19. Each party is deemed the employer of the persons who are paid by him, and shall thus observe statutory obligations concerning this.
Management meetings
20. Each party has an obligation to attend Management Meetings via a representative authorised according to Cl. 16. Management Meetings shall be held to the extent
stated in the Contract Documents or when called for by any of the parties.
Management Meetings shall concern matters common to the parties. The Client takes the minutes for the Management Meetings and the Manager shall approve the minutes, unless otherwise agreed.
The requirement for response and information between the parties in writing is satisfied via a note in the minutes from a Management Meeting.
Terms
Time schedule
21. The Manager shall perform his duties according to a time schedule agreed upon between the parties.
Obstacles
21a The Manager is entitled to make any necessary adjustments in the Contract stated terms for certain events included as parts of the Total Work if he is prevented from performing certain Contract Work due to one or more of the following circumstances:
1. carelessness or negligence on the part of the Client
2. carelessness or negligence on the part of Coordinate Contractor or someone else for whom the Client is responsible
3. meteorological or water level conditions that are unusual for the region and that impact unfavourably on the Work
4. other conditions out of the control of the Manager , which the Manager ought not to have to take into account and the unfavourable impact of which he could not reasonably have been expected to avoid.
When obstructions according to items 1 and 2 in this Clause 21a occur, the Manager shall be entitled to compensation for expenses caused thereby. When obstructions according to items 3 and 4 in this Clause 21a occur, the Manager shall not be entitled to any special compensation.
21b a party shall, without delay inform the other party in writing about circumstances that the party has recognised or should have recognised as being obstructive to the performing of certain Contract Work.
If either party neglects to provide the other party with such information, the party is not allowed to refer to such circumstances unless the other party has recognised or should have been expected to recognise these, and if the circumstance affects the time schedule.
Accounting
22. The Manager shall, at the latest at the notice period time of the Contract Term in the Contract Documents, deliver such material required for the continued
management or delivery of services to the Client. If such material is specially produced by the Manager on request from the Client, the Manager shall be
entitled to a reasonable compensation from the Client. Material provided by the Client shall be returned as soon as possible after request.
At the end of the term for the appointment, the prescribed accounting for the appointment in the Contract Documents shall be handed over to the Client within three months from the end of the Contract Term.
Complaints about the accounts must be submitted within three months from the date when the Client received the accounts. If the Client does not submit any complaints, the accounts shall be deemed to have been approved.
Liabilities Fines
23. If the Manager deviates from agreed performance or times, he shall pay a fine to the Client if such an agreement is outlined in the Contract Documents.
Except for such an agreed fine, the Client is not entitled to any compensation for damages resulting from delay.
Liability during the Contract Term
24. Each party shall be liable for damages caused by omission or insufficient care on his part with respect to the Facilities, goods or materials supplied to him by the other party.
25. Work carried out pursuant to request for Alteration or additions is subject to the same liability as the Contract Work.
26. During the Contract Term, the Manager is responsible for Faults in the Total Contract Work. The Manager is however, not responsible for Faults caused by the Client.
The Manager is furthermore – except concerning Facilities – not responsible for Faults due to war, riots, natural disasters or other comparable circumstances.
Faults shall be remedied or settled in accordance with Cl. 18.
Complaints
27. Complaints shall be submitted in writing, without delay, after that the Client has or should have noticed the Fault.
The Client is liable to compensate the Manager for the Manager’s additional costs caused by the Client due to his late complaints.
Liability for loss
28. If the Manager is liable for a Fault he is also liable for damage caused by the Fault.
29 Each party shall indemnify the other party for damages that are not covered by Cl. 24- 28 above, if he has been careless or negligent or if the damage is due to Faults for which the Manager is liable. The obligation to indemnify shall be limited to 15% of the
Contract Sum. This limitation shall not apply if the liable party has insurance cover for a higher sum. In such a case, the obligation to indemnify shall amount to a maximum of that sum plus any excess.
The limitations of the liability, which may follow from this Clause, shall not apply when a party has been guilty of gross negligence.
Third parties
30. The Manager is, in his appointment for the Client, liable for damages to third parties resulting from the Total Work.
The Manager is however, not liable according to the previous paragraph if he can show that he could not reasonably have prevented or limited the damages.
The Client is, in his relation to the Manager, liable for the damages that the Manager, according to the Statutes, has caused to a third party if the Manager can show that he could not reasonably have prevented or limited the damage.
Claim for liability
31. Claims for remedy, price reduction, fines or other damages shall be made to the other party in writing, not later than three months after the delay, Fault or damage was noticed.
Insurance
32. Unless otherwise stipulated in other Contract Documents regarding the insurance for the parties, the following shall apply.
The Manager shall have liability insurance during the Contract Term.
The insurance amount shall be a minimum of 200 Price Base Amounts. The excess shall be maximised to one Price Base Amount. Furthermore, the Manager shall also, in so far as within his appointment for the Client, he handles the Client’s funds, have an
insurance policy for protection against financial crime.
The Manager shall continually provide the Client with proof of the existence of agreed insurance.
Force majeure
33. The Manager does not have to carry out the Contract Work if doing so is obstructed due to industrial dispute, regulations from authorities, war,
mobilisation, rebellion, riot, or other similar circumstances, that the Manager can not control and could not have been expected to foresee, and the Client is not entitled to compensation from the Manager or from other managers appointed by the Manager, or from some other party for which the Manager directly or
indirectly could be regarded to have a responsibility for.
Remuneration Contract Sum
34. The Contract Sum refers to the payment for the Contract Work. When Alterations or additions are carried out, an adjustment of the Contract Sum shall be made by balancing the costs of Work added and excluded Work. Such adjustment shall be made without delay, if possible before the carrying out of the Alterations or additions.
35. The value of Alterations or additions shall, if the parties do not agree on an applicable Unit Price or otherwise, be calculated as follows:
1. the value of additions shall be determined according to the prime cost principle (costs plus overhead and profit) as outlined in Cl. 36
2. the value of excluded Work shall be fixed at the amount equal to what is included, or is estimated to be included, in the Contract Sum.
Costs plus overhead and profit
36. According to the prime cost principle, the following shall be paid for:
1 cost of materials and goods 2 cost of superintendence 3 cost of labour
4 cost of Facilities 5 cost of subcontracts
6 cost of insurance against the Manager's risks, fees payable according to law and to corporate organisations
7 other costs not specified in items 8 and 9 below
8 Manager's fee, including costs of interest and central administration, calculated as a percentage - specified in the Contract - of the costs according to items 1-7 above, exclusive of value added tax
9 Manager's fee, calculated as a percentage - specified in the Contract - of the costs according to items 1-7 above, exclusive of value added tax, for Work, Facilities, materials or goods provided by the Client.
37. When the prime cost principle is being used the following shall apply:
1 the Manager shall fulfil his obligations in such a manner that the Client is assured of the best results, from a technical as well as from a financial point of view
2 in order to simplify debiting and checking, certain costs may be calculated as a percentage of other costs or on the basis of working hours spent, or with the guidance of Unit Prices or other rules for charging
3 received discounts shall be credited to the Client
4 in connection with the Procurement of materials and goods and the negotiation of subcontracts, tenders shall, as far as possible, be invited from several
suppliers or Managers; Procurement shall be made on the terms that are most favourable to the Client under the circumstances
5 the Client shall be entitled to examine the originals of all vouchers as far as they relate to Work in question here.
VAT
38. The Client shall, in addition to the Contract Sum, compensate for ongoing VAT thereon.
Payment Plan
39. The Contract Sum shall be paid according to the Plan for Payment, and on submission of an invoice.
If no Plan for Payment exists, the Manager shall be entitled to receive, monthly, on submission of an invoice, a partial payment of the Contract Sum equivalent to the value of Contract Work carried out.
40. Alterations and additions are continuously settled via debiting and crediting.
Invoices
41. Work specified in invoices shall have been completed when invoicing takes place, unless otherwise stipulated in the Contract Documents.
Unless otherwise stipulated in other Contract Documents, invoices shall be paid within 30 days of receipt.
If the parties disagree about part of an invoice, the undisputed amount shall nevertheless be paid within the time specified.
The Client shall be entitled, pending a final decision, to retain from the final payment a reasonable sum in respect of claims for fines, liquidated damages, and other claims in respect of the Contract or other contracts between the Parties, plus a sum adequate for the rectifying of Faults.
Penalty Interest on Arrears
41a If payment is not made in time, a party may, from the day of maturity, include penalty interest on arrears according to the Act on Interest (“Räntelagen”) if not otherwise stipulated in the Contract Documents.
Period of limitation
42. The Manager’s possible demands with regard to the Contract must, in order to be valid, be submitted at the latest six months after the finishing of the Contract, though not later than three months after ruled accounting according to Cl. 22, second paragraph, has been handed over.
Security
43 If, according to the Contract Documents, a party is required to provide security for his obligations, such security shall be delivered to the other party within two weeks from the conclusion of the Agreement.
The security shall be returned immediately after the party's fulfilment of his obligations according to the Agreement.
Final Status Check
44. If stipulated in the Contract or called for by either party, a Final Status Check will be executed by a suitably qualified person selected and paid for by the Client.
45. At a Final Status Check, with careful consideration of the parties’ best interests, the extent to which the object whereupon or wherein the Contract Work have been executed and/or Delivered services satisfy the contractual requirements shall be examined. Deviations from this shall be noted in the inspection report.
Faults that are revealed after the Final Status Check shall, without delay, be subject to complaint in writing.
The same applies if an inspection has not been executed.
The Manager’s liabilities for Faults are stipulated in Cls. 18 and 24 – 29.
46. The Manager, or a representative for him, shall be called upon to attend at the Final Status Check by the Client.
Cancellation and revoking
47. If not otherwise ruled in the other Contract Documents, the Client has a right to fully or partially cancel non-carried out Contract Work. On such a cancellation, the Manager is entitled to compensation for Work carried out, accrued costs, close-down costs and compensation for not potential lost profit for such Contract Work, which, due to the cancellation will not be carried out.
48. Either party may, with immediate effect, revoke the Agreement regarding the remaining part, if the other party to a large extent breaches what is ruled therein, and if a rectification is not executed within 30 days after a written complaint has been sent to the party concerned. A revoking notice shall be given in writing.
Either party has a right to revoke the Agreement if the other party is declared bankrupt or otherwise can be regarded as insolvent to such an extent that he cannot be expected to perform his duties and if satisfactory security for the right fulfilling of the party’s contractual obligations is not immediately arranged when requested.
Governing law and arbitration
49. Disputes arising from the Contract shall be settled in court if the dispute
does not obviously exceed fifteen Price Base Amounts. Such a sum does not comprise penalty interest on arrears or court costs.
Price Base Amount refers to the Price Base Amount when the suit is brought up.
50. Disputes arising from the Contract regarding a higher amount than stipulated in Cl. 49 shall be settled by arbitration in accordance with the Swedish Arbitration Act applying Swedish law.
In the arbitration proceedings, the voting rules of the Code of Judicial Procedure shall apply.
51. Notwithstanding the provision in Cl. 50, either party shall have the right to refer to a public court or an authority any undisputable, mature claim in respect of the Total Work.
52. The fact that a dispute has been referred for judicial settlement shall not entitle the Manager to suspend the Total Work. Nor shall the Client, for such a reason, be entitled to retain any sum that is not directly affected by the dispute or to otherwise fail to carry out his obligations.
