Engineering contracts

205 Pages·1996·21.392 MB·English

by  R A Ribeiro

Engineering Contracts
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Engineering Contracts
Robert Ribeiro MA LL.M Ph.D Barrister
ELSEVIER
BUTTERWORTH
HEINEMANN
AMSTERDAM ~ BOSTON ~ HEIDELBERG ~ LONDON (cid:12)9N EW YORK ~ OXFORD
PARIS ~ SAN DIEGO ~ SAN FRANCISCO (cid:12)9S INGAPORE (cid:12)9S YDNEY ~ TOKYO
Elsevier Butterworth Heinemann
Linacre House, Jordan Hill, Oxford OX2 8DP
200 Wheeler Road, Burlington, MA 01803
First published 1996
Transferred to digital printing 2004
Copyright (cid:14)91 996, Robert Ribeiro. All rights reserved
The right of Robert Ribeiro to be identified as the author of this work has been
asserted in accordance with the Copyright, Designs and Patents Act 1988
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British Library Cataloguing in Publication Data
Ribeiro, Robert
Engineering contracts
1. Engineering contracts- England
2. Engineering contracts- Law and legislation - England
I. Title
344.2'0378'62
Library of Congress Cataloguing in Publication Data
A catalogue record for this book is available from the Library of Congress
ISBN 0 7506 2498 1
For information on all Elsevier Butterworth-Heinemann
publications visit our website at www.bh.com
Printed and bound in Great Britain by Lightning Source UK Ltd
Contents
Preface vii
Acknowledgements ix
Planning and making contracts 1
Negotiating skills 1
Some legal questions answered 12
Structuring contracts 19
The parties and their representatives 19
Obligations of the parties 23
Tests, taking-over, acceptance and rejection 31
Some legal questions answered 36
Price and payment 39
Price 39
Payment 42
Some legal questions answered 47
Terms about risk and delivery 55
Risk 55
Terms about delivery 57
The meaning of times for delivery or performance 62
Some legal questions answered 67
Progress in engineering contracts 74
The programme 74
Force majeure 75
Claims for additional payment 77
vi Contents
Suspension and termination of engineering contracts 80
Some legal questions answered 83
6 Quality and fitness for purpose 89
The legal and commercial kaleidoscope 89
Defects liability and express warranties 96
7 Liabilities, exclusions and indemnities 106
Different kinds of liability 106
Negligence 108
Product liability 112
Limits of liability 116
Some legal questions answered 121
8 Ownership of goods and intellectual property rights 125
Ownership of goods and materials 125
Intellectual property rights 131
Some legal questions answered 135
9 Multipartite arrangements 138
Agency, sub-contracting, and free-issue 138
The chain of responsibility 142
Some legal questions answered 146
10 Negotiating legal and financial matters 152
Performance bonds and guarantees 152
Insurance and engineering contracts 160
Arbitration clauses, and the duration of liability 163
The future 171
Appendix 1 175
Designing and structuring an engineering contract 17 5
Appendix 2 178
Statutes and other legislation 17 8
Appendix 3 17 9
Cases 179
Appendix 4 183
List of engineering institutions and their engineering contracts 183
Glossary 185
Select Bibliography 190
Index 191
Preface
Engineering Contracts is intended for those who wish to acquire skills in
drafting, negotiating or working with commercial and engineering
contracts. It aims to bring a different approach to the subject: the
traditional work on the law of contract, with its emphasis on law as a
series of themes and rules, can often be frustrating for the reader who is
in search of legal solutions to commercial problems. To the commercial
manager or the engineer, as well as to members of many other
professions, the crucial questions are about how to plan, negotiate, draft,
document, interpret, perform and obtain commercial benefits from
contracts. These are the matters with which this book deals, and it is
hoped, in particular, that the reader will find helpful the 'legal questions
answered' sections that I have incorporated into most of the chapters.
| have given the expression 'engineering contracts' the widest possible
meaning, and for the purposes of illustration of points, I have drawn
cases from the fields of mechanical, electrical, chemical, electronic and
civil engineering, as well as from building and construction contracts.
Many of the illustrative cases are about sales of goods (and some lie
outside the fields of engineering or manufacture altogether), because they
provide the only appropriate examples of an important legal point.
Commonwealth cases, as well as English and Scottish cases have been
noted and the impact of European Community law has occasionally been
alluded to. However, the book remains primarily a book about English
commercial law. The law stated is that in force on 1 March 1996.
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Acknowledgements
I would like to acknowledge the help, facilities and access to materials
provided by the many companies with which I have come into contact
during the preparation and writing of this book, as well as the many
occasions on which their staff have discussed with me the issues which
have formed the subject matter of this book, and have been ready to offer
valuable suggestions.
My thanks are due to Michael Forster of Butterworth-Heinemann, for
the encouragement he has given me in developing this book.
Most of all I would like to thank Aileen Ribeiro for her advice, help,
and patience during the year of writing.
Robert Ribeiro
London
1996