Purpose of Clause 12 — Tests after Completion
A fast, field-ready explainer of why Clause 12 exists, who it protects, and how it balances risk for both parties (📘1999 & 📒2017).
Verify real-world performance after Taking-Over
Clause 12 makes sure the Works (or a Section) are tested in genuine operating conditions after Taking-Over to confirm they meet the Employer’s specified performance criteria. The Employer runs these tests (with the Contractor’s guidance/attendance), the parties jointly evaluate the results, and any prior use by the Employer is taken into account. If the tests are delayed or can’t be completed for reasons not attributable to the Contractor, the Contract provides compensation mechanisms and—with defined triggers—deemed pass safeguards to prevent open-ended exposure.
Focus
Prove performance in actual service conditions (not just factory/commissioning tests).
Who drives
Employer conducts; Contractor attends, guides, and interprets O&M/testing guidance.
Outcome
Pass ➜ confirmation of performance; Fail ➜ retest/remedy or Performance Damages as defined elsewhere.
Fairness
If Employer delays or access is not given, Contractor may recover Cost (+ profit in 2017 framing) and, in certain cases, achieve a deemed pass.
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Tip: Pair this purpose section with clearly defined KPIs, instrumentation accuracy, and pass/fail logic in your Employer’s Requirements.
Clause reference: **Clause 12 — Tests after Completion** (applies after Taking-Over; Employer runs tests; results jointly evaluated; fairness mechanisms for delay and “deemed pass” are provided in the Contract).
Breakdown of Clause 12 — Tests after Completion (📘1999 vs 📒2017)
Side-by-side essentials for **12.1–12.4** with timelines, roles, and “what happens if…” outcomes. Click to reveal.
⏱️ Notice
Programme attached (2017)
Execution window
📘 1999 — 12.1
Who provides what & how the day runs
- Employer provides electricity, equipment, fuel, instruments, labour, materials, and qualified staff.
- Tests follow O&M guidance provided by the Contractor; Contractor’s Personnel attend.
- Notice: Employer gives 21 days notice of the date after which tests will be carried out; tests occur within 14 days after that date, on days the Employer decides.
- If the Contractor doesn’t attend, Employer may proceed; tests are deemed in Contractor’s presence and readings stand.
- Results are jointly evaluated and prior Employer use is taken into account.
Essence: two-step timing (notice ➜ 14-day execution window), Employer-run with Contractor’s guidance/attendance.
📒 2017 — 12.1
Sharper anchors: Requirements + Programme
- Employer provides utilities (incl. water/sewage if relevant), equipment, fuel/consumables, instruments, labour, materials, and competent staff.
- Tests follow the Employer’s Requirements and O&M Manuals issued with No-objection; Contractor attends/guides.
- Notice: the Engineer gives at least 21 days notice of the date and place and includes a test programme; unless agreed otherwise, tests occur on that date.
- If the Contractor doesn’t attend, Employer may proceed; readings stand.
- Results are jointly evaluated; prior Employer use is considered.
Delta: adds test programme in the notice + anchors to Employer’s Requirements/O&M with No-objection; execution is tied to a specific date.
📘 1999 — 12.2
Delayed Tests
- If the Employer unreasonably delays, the Contractor (by notice under 20.1) is entitled to Cost + reasonable profit.
- If a Test can’t be completed within the Defects Notification Period (DNP) for reasons not attributable to the Contractor, the Works/Section are deemed to have passed that Test.
Protects Contractor from Employer-induced delay; keeps risk bounded via “deemed pass”.
📒 2017 — 12.2
Delayed Tests (updated claims route)
- Same protective logic; entitlements channel through Clause 20 (Claims), commonly referenced as 20.2 procedure.
- “Deemed pass” if not attributable to Contractor within the DNP (or other agreed period) still applies.
Delta: harmonised claims plumbing under Clause 20 for both Parties in 2017.
📘 1999 — 12.3
Retesting after failure
- On failure, 11.1(b) applies; either Party may require failed tests (and related tests) to be repeated after remedy.
- If failure/retesting arises from matters in 11.2(a)–(d), and causes Employer extra cost, Contractor pays (via 2.5 Employer’s Claims).
Wide trigger: any Party can call for a repeat; Employer cost recovery is routed through 2.5.
📒 2017 — 12.3
Retesting via Defects clause
- On failure, 11.1(b) applies; after remedying, 11.6 (Further Tests after Remedying Defects) governs retesting.
- Employer recovers attributable extra costs (matters under 11.2(a)–(d)) through the unified Clause 20 claims route.
Delta: retesting is channelled through 11.6 rather than “either Party may require”, reducing ambiguity.
📘 1999 — 12.4
Failure to pass & non-performance damages
- If Tests fail and a non-performance damages sum/method is stated, Contractor pays during DNP ➜ Works/Section are deemed to have passed.
- If Contractor proposes modifications, Employer may delay access; Contractor remains liable to adjust and satisfy the Test within a reasonable period after access is given.
Deemed pass unlocked by paying the specified damages; access timing is at Employer’s convenience.
📒 2017 — 12.4
Performance Damages & access safeguards
- Failure triggers Performance Damages (per Schedule of Performance Guarantees) — typically in full satisfaction of the failure. Payment within DNP ➜ deemed pass.
- If Contractor proposes modifications and Employer withholds access until a “convenient time”, Contractor must adjust; but if no access within the relevant DNP, Contractor is relieved and the Works/Section are deemed to have passed.
- Unreasonable delay in access entitles Contractor to Cost + Profit via the claims procedure under Clause 20.
Delta: explicit relief/deemed pass if access is not given within DNP; clear tie to Performance Guarantees schedule.
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Clause references: **12.1–12.4** with cross-links to **11.1(b)**, **11.2(a)–(d)**, **11.6**, **20** (2017 unified claims), **20.1/2.5** (1999 split). Durations like **21 days** and **14 days** are shown where applicable. This is an editorial aid—always verify against your executed Contract.
Key Interpretations & Implications — Clause 12 (📘1999 vs 📒2017)
Practical meanings behind the wording: who runs the tests, timing signals, “deemed pass” safety valves, money routes, and the rationale for the 📒2017 edits.
🔧 Governance & Roles — 12.1
Who runs the tests & how guidance works
- Employer conducts Tests after Completion; Contractor attends, guides, and interprets O&M/testing guidance.
- 📒2017 anchors procedures to the Employer’s Requirements and O&M Manuals issued with No-objection.
Interpretative question: does 📒2017 expect higher Employer preparedness?
Yes—by requiring a clearer test programme and explicit anchors (Employer’s Requirements/O&M), the Employer must marshal resources, inputs, and measurement plans more rigorously than the looser 📘1999 framing.
Delta: 2017 tightens governance around 12.1 to reduce disputes about “what exactly to test” and “by which script”.
⏱️ Time Signals — 12.1
Notices & execution anchors
- 📘1999: Employer gives 21 days notice of the date after which tests will be carried out; tests occur within 14 days after that date.
- 📒2017: Engineer gives ≥ 21 days notice of the date & place and includes a test programme; tests are held on that date unless otherwise agreed.
Can the Employer control slippage better in 📒2017?
Generally yes—by fixing a specific date plus an agreed programme, the schedule has fewer “floating days” than the 1999 “within 14 days after” construct.
🛡️ Safety Valves — 12.2 & 12.4
When “deemed pass” can apply
- Both editions: if tests can’t be completed within the DNP for reasons not attributable to the Contractor → deemed pass.
- 📒2017 enhancement: if the Contractor proposes modifications but no access is given within the relevant DNP, the Contractor is relieved and the Works/Section are deemed to have passed; unreasonable access delay → Cost + Profit (claims route).
Is this fair to the Employer?
Yes—Performance Damages (if specified) still apply for shortfalls; the deemed-pass relief only kicks in when the bottleneck is Employer-side access or delay, capping Contractor’s open-ended exposure.
💰 Claims Plumbing — Clause 20
How entitlements are routed
- 📘1999: Contractor uses 20.1 (Contractor’s Claims); Employer recovers via 2.5 (Employer’s Claims).
- 📒2017: unified process under 20.2 (Claims) for both Parties → cleaner references in 12.2/12.4 and 11.6 retesting.
Practical tip: how to avoid “wrong clause” arguments?
Echo the 2017 routing in your Particular Conditions: cross-reference 20.2 wherever Cost or Cost + Profit is mentioned for delays/access issues under 12.
🧭 Design Intent — 📘→📒
Why the 2017 edits matter
- Clarity on responsibilities, scheduling, and consequences.
- Stronger tie-in to Schedule of Performance Guarantees for Performance Damages.
- Emphasis on specifying KPIs, baseline conditions, and instrumentation so tests are objectively verifiable.
What should go into Employer’s Requirements?
List KPIs with methods, tolerances, durations; define ambient/utilities, upstream/downstream interfaces, and the data capture & acceptance logic. This makes 12.1 operational.
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Clause references: 12.1–12.4, cross-ref. 11.6 and Clause 20 (📒2017 unified 20.2 vs 📘1999 20.1/2.5). Durations like 21 days and 14 days shown where applicable. Always verify against your executed Contract.
Cross-Referencing with Other Clauses — Clause 12 (Tests after Completion)
How Clause 12 plugs into 9, 10, 11, 13, 14, 17/18, 20, and the Schedule of Performance Guarantees—with pitfalls, tips, and copy-ready PCs. Click to reveal.
Before & After: commissioning ➜ Taking-Over ➜ 12 tests
- Clause 9 gets you ready (pre-TOC checks); Clause 12 proves performance after Taking-Over.
- Clause 10 starts the DNP and flips risk/operation to Employer—yet the Contractor still attends/guides 12 tests.
- Timing signal: 📘1999 uses 21 days notice + tests within 14 days after; 📒2017 uses ≥ 21 days notice of the date & place + a test programme.
Tip — map the sequence in PCs
Add a 1-pager linking 9.2 → 10.1 → 12.1–12.4 with roles, utilities, and data sheets.
When 12 finds a shortfall, 11 drives the remedy
- 11.1(b): Contractor remedies defects/damage revealed by 12 tests.
- 📒2017: retesting is under 11.6 (Further Tests after Remedying Defects) rather than “either Party may require” (1999).
- 11.2(a)–(d): who pays for retest costs where cause is Contractor-side.
- 11.3: DNP can extend for substantially remedied parts—synchronise your 12 retest timing.
Who breaks ties on procedures, instruments, borderline results?
- 📘1999 3.5 vs 📒2017 3.7: use determinations for script disputes, data quality, and “pass vs marginal” calls.
- PC idea: if data quality is disputed, Engineer must set a validation plan (spot checks / second instrument / sub-run) within 7 days.
How delay/access costs flow under 12.2 & 12.4
- 📘1999: Contractor uses 20.1 (≤ 28 days notice); Employer uses 2.5.
- 📒2017: unified 20.2 for both Parties—clean references for Cost / Cost + Profit.
- “Deemed pass” applies if tests can’t complete within the DNP for reasons not attributable to the Contractor.
Scenario — grid curtailment for 45 days
Serve 20.2 notice within 28 days; recover Cost + Profit. If still not testable within DNP, the test is deemed passed.
Variations can change the target you test against
- Variation after TOC? Align performance KPIs, procedures, and 12.4 damages; don’t test outdated targets.
- PC: “If a Variation materially affects the Schedule of Performance Guarantees, adjust KPIs, tolerances, test duration, and damages neutrally.”
Paying Performance/Non-performance Damages; set-off order
- 14 governs payment and set-off; ensure damages under 12.4 can be set-off cleanly without choking unrelated cash flow.
- 4.2: PCs can define the order—(i) invoice & pay, (ii) set-off, (iii) call security if needed.
Who carries what risk during post-TOC test runs?
- After TOC, Employer’s care resumes, but Contractor’s testing operations can still create Contractor liabilities.
- Ensure insurance explicitly covers operation for testing after Taking-Over (hot runs included).
Where 12.4 points for damages & deemed pass
- 📒2017: Performance Damages listed here are usually in full satisfaction of that failure; if paid within DNP → deemed pass.
- Define KPIs, tolerances, ambient/utilities bands, averaging windows, and instrument accuracy—vagueness breeds disputes.
Why O&M and ER detail makes 12.1 “test-day ready”
- 📒2017: 12.1 anchors to Employer’s Requirements & O&M Manuals with No-objection—thin manuals lead to chaotic test days.
- Add a “Test Data Pack”: calibrated instrument list, trending points, logging interval, and acceptance logic.
Clause interplay in action
- 35 days access delay post-TOC → 12.2 claim via 20.2; if still blocked within DNP (not Contractor’s fault) → deemed pass.
- Heat-rate fail; Contractor remedies; Employer won’t schedule retest → 11.6 governs; if no access within DNP (📒2017) → relief + deemed pass; plus Cost + Profit for unreasonable delay.
- Variation swaps cooling tower type; KPIs unchanged → adjust via 13 or you’ll test the wrong target under 12.4.
Particular Conditions (paste-in snippets)
- Test Programme (12.1): “Engineer’s ≥ 21 days notice shall attach a day-by-day programme, instrument accuracy classes, calibration dates, sampling frequency, and pass/fail logic. Contractor comments within 7 days; silence = no-objection.”
- Deemed Pass (12.2/12.4): “If tests cannot be completed within the DNP for reasons not attributable to the Contractor, the test is deemed passed. If Contractor proposes modifications but access is not granted within the DNP, the Contractor is relieved and the test is deemed passed; any unreasonable delay entitles the Contractor to Cost + Profit under Clause 20.”
- Variation Alignment (13): “Variations materially affecting performance shall trigger neutral adjustment of KPIs, procedures, tolerances, and Performance Damages in the Schedule of Performance Guarantees.”
- Insurance (17/18): “Insurance shall expressly cover operation for testing after Taking-Over, including hot runs under Clause 12, with limits/deductibles stated.”
- Set-off Ladder (14/4.2): “Damages due under 12.4 are settled by (i) invoice & pay, (ii) set-off under 14, (iii) 4.2 security only if (i)–(ii) fail.”
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Clause references: 9, 10, 11.1(b), 11.2(a)–(d), 11.6, 12.1–12.4, 13, 14, 4.2, 17/18, 20. Durations like 21 days, 14 days, 28 days highlighted for clarity. Always verify against your executed Contract.
Suggestions for Clarity & Improvement — Clause 12 (Tests after Completion)
Turn Clause 12 into a site-ready test playbook: crisp KPIs, dependable test-day governance, clean claims plumbing, and fair “deemed pass” safety valves. Click to reveal.
Define what, how, and under which conditions you measure
Most disputes start with fuzzy “meets Employer’s Requirements.” Lock the variables, reference conditions, sampling, averaging, and acceptance math.
📄 Model PC wording
For each KPI, the Parties agree: (i) variable definition & units; (ii) test load/operating window; (iii) ambient and utility bands; (iv) instrumentation accuracy with calibration ≤ 12 months old; (v) sampling interval & averaging window; (vi) pass/fail decision rule. Where applicable, results shall be normalized to stated reference conditions using the approved correction curves.
Example: Net cooling capacity ≥ 1,200 kW @ CW in 29–31°C; sample every 10 s; average over 1 h; pass if mean ≥ 1,200 kW and 95% of samples within −2% of setpoint.
Use the ≥ 21 days notice to attach a real programme
📒2017 expects a programme; make it a checklist so test day isn’t guesswork.
📄 Model PC wording
Under Clause 12.1, the Engineer’s notice (≥ 21 days) shall attach: (a) day-by-day programme & time slots; (b) step-by-step test scripts; (c) instrument list with accuracy classes & calibration dates; (d) data sheets; (e) roles & permit-to-work plan; (f) contingency for adverse weather or grid curtailment. Contractor may comment within 7 days; silence = No-objection.
Attach a one-pager per test: purpose, inputs, KPIs, start/stop, who calls “pass,” who signs.
Accuracy, traceability, and dispute short-circuits
Arguments often hinge on calibration/accuracy. Pre-agree a validation path.
📄 Model PC wording
All primary instruments shall be traceable to ISO/IEC-17025; calibration not older than 12 months. Raw & processed data (CSV + XLSX + PDF plots) shall be shared within 3 days of each test. If data quality is disputed, the Engineer under Clause 3.7 (or 3.5 in 📘1999) shall determine a validation method (parallel instrument or repeat of a sub-run) within 7 days.
If the power meter drifts ±1.5%, repeat a 30-min sub-run with a reference meter; adopt the reference if variance exceeds tolerance.
Write the safety valves clearly
Both editions support “deemed pass”; 📒2017 also relieves the Contractor if no access within DNP after proposing modifications.
📄 Model PC wording
Where tests cannot be completed within the Defects Notification Period for reasons not attributable to the Contractor, the relevant test is deemed passed (Clause 12.2/12.4). If the Contractor proposes modifications but access is not granted within the relevant DNP, the Contractor is relieved, the test is deemed passed, and any unreasonable delay entitles the Contractor to Cost + Profit via Clause 20.2 (📒2017) or 20.1 (📘1999).
Grid refuses full-load for 45 days → serve claim, recover Cost+Profit; if still untestable within DNP, apply deemed pass.
Stop the “we’ll find a date later” spiral
Without a timebox, access drifts and risk never closes.
📄 Model PC wording
When the Contractor proposes modifications under Clause 12.4, the Employer shall grant access within 28 days with a confirmed Permit-to-Work plan. Each missed access window is a compensable delay under Clause 20 and extends the test programme accordingly.
Cooling-tower fill swap needs 3 shifts; if the plant can’t release the area inside 28 days, the deemed-pass clock is in play.
Route retests via 11.6 (📒2017)
Avoid “either Party may require” ambiguity from 📘1999.
📄 Model PC wording
Following remedy under 11.1(b), retesting shall be planned under 11.6 within 14 days of the Contractor’s readiness notice. The retest scope is the failed test plus directly affected parameters only; third-party standby beyond the agreed window is reimbursable at scheduled rates.
Failed heat-rate due to burner tips; retest = heat-rate + stack O₂, not re-commissioning unrelated systems.
Prevent double-counting; cap exposure
📄 Model PC wording
Damages under Clause 12.4 apply once per KPI shortfall using the formula stated in the Schedule of Performance Guarantees. Where multiple KPIs interact, apply the higher of the individual damages for the same root cause, not the sum, unless expressly stated. Total damages are capped at X% of the Accepted Contract Amount (per Section if applicable).
Linear capacity shortfall ΔQ → Damages =
Rate × ΔQ × hours, capped at 2% of the Section price.When scope changes, move the target too
📄 Model PC wording
Any Variation materially affecting performance shall trigger a neutral adjustment to KPIs, test scripts, correction curves, and Performance Damages. The revised page of the Schedule of Performance Guarantees shall be issued with the Variation.
Changing chiller refrigerant → update COP target & correction curve; adjust damages slope accordingly.
Plan for weather/utility bands
📄 Model PC wording
If the ambient/utility bands needed for testing are not achievable due to seasonality or Exceptional Events, the Parties shall either (i) apply agreed correction methods; or (ii) defer within the DNP and treat time/cost under Clause 20. If still unachievable within the DNP without Contractor fault → the test is deemed passed.
Heat-pump COP requires ≤ 10°C wet-bulb; monsoon prevents it → use correction curve or defer neutrally.
Independent validation + same-day paperwork
📄 Model PC wording
Where required, a certified third party shall witness test start/stop, instrument zeroing, and random spot checks. Acceptance sheets (signed by both Parties) will show test ID, time stamps, raw/normalized results, and the decision (pass/fail). Copies released within 3 days.
Don’t lose the evidence
📄 Model PC wording
For each test the Contractor shall provide: (i) raw CSV (UTC time-stamped); (ii) processed XLSX with formulas visible; (iii) PDF plots; (iv) calibration certificates. Upload to the shared repository within 3 days.
Make settlement mechanical, not emotional
📄 Model PC wording
Where damages under Clause 12.4 are due, the Employer shall first issue a statement; the Contractor pays within 14 days. Failing payment, the Employer may set-off under Clause 14. Clause 4.2 Performance Security may be called only if (i)–(ii) fail.
Stop infinite “almost there” testing
📄 Model PC wording
If the same KPI fails by ≤ 2% on two consecutive properly executed tests, the Parties shall adopt a targeted remedial plan and a single consolidated retest under Clause 11.6. Additional scatter testing is not permitted unless justified by the Engineer under Clause 3.7.
Heat-rate short by 1.7% twice → combustion tuning + one consolidated retest.
Bundle the essentials into one addendum
📄 Combined wording
1) Engineer’s Notice & Programme: under 12.1, notice (≥ 21 days) attaches programme, scripts, instruments (accuracy & calibration ≤ 12 months), data sheets, roles/PTW, contingencies. Contractor comments within 7 days; silence = No-objection.
2) Performance Criteria: KPIs, reference conditions, correction curves, sampling, averaging, and pass/fail rules are listed in the Employer’s Requirements and the Schedule of Performance Guarantees.
3) Data Integrity: raw CSV (UTC), processed XLSX, PDF plots, and calibration certificates within 3 days of each test.
4) Deemed Pass: if tests cannot be completed within the DNP for reasons not attributable to the Contractor, the test is deemed passed. If the Contractor proposes modifications but access is not granted within the DNP, the Contractor is relieved and the test is deemed passed; unreasonable delay → Cost + Profit via Clause 20.
5) Retesting: after remedy per 11.1(b), retesting shall proceed under 11.6 within 14 days of readiness; scope limited to the failed test and directly affected parameters.
6) Variations: any Variation affecting performance triggers a neutral update to KPIs, procedures, correction curves, and Performance Damages; the Schedule of Performance Guarantees is revised accordingly.
7) Settlement Ladder: 12.4 damages are settled by (i) invoice & pay (14 days), (ii) set-off under 14, and (iii) 4.2 only if (i)–(ii) fail.
Generate a ready-to-paste KPI clause snippet
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Durations like 21 days, 14 days, 28 days are highlighted to match contract timing signals. Always verify against your executed Contract and the edition in use (📘1999 / 📒2017).
Tests after Completion by Contractor as Testing Agent — Particular Conditions (PCs)
When the Employer isn’t equipped to run the tests, delegate execution to the Contractor as agent while preserving FIDIC’s Golden Principles: clear roles, balanced risk, Engineer’s control, and intact claims/damages logic. Click to reveal.
Definition — “Testing Agent”
“Testing Agent” means the Contractor when carrying out the Tests after Completion on the Employer’s behalf under Clause 12, following the Engineer’s instructions and the approved test programme. Delegation of test execution does not alter the Parties’ risk allocation or the Engineer’s powers under Clause 3.7/3.5.
Purpose: delegate the doing of the tests to the Contractor without moving acceptance, risk, or remedies.
PC — 12.1 Procedure (delegation + programme)
Make the Contractor run the tests as agent; keep the Engineer’s control and the timing language of your chosen edition.
📄 Model PC wording
The Tests after Completion shall be carried out by the Contractor as Testing Agent on the Employer’s behalf, under the Engineer’s direction and in accordance with the Employer’s Requirements, the O&M Manuals issued with No-objection, and the test programme. The Engineer shall give at least 21 days notice stating the date and place of the tests and shall attach the programme, instrument list (accuracy classes; calibration ≤ 12 months old), sampling/averaging rules, and pass/fail logic. The Employer shall provide access, permits, utilities and consumables; the Contractor shall provide competent personnel and operate the Works only for testing. A Test Data Pack (CSV/XLSX/PDF + calibrations) shall be submitted within 3 days. This PC does not alter risk under 17/18; after Taking-Over, care of the Works remains with the Employer except to the extent of Contractor’s negligence during testing.
The Tests after Completion shall be carried out by the Contractor as Testing Agent on the Employer’s behalf, under the Engineer’s direction and in accordance with the Employer’s Requirements, the O&M Manuals, and the test programme. The Employer/Engineer shall give 21 days notice of the date after which the tests will be carried out; the tests shall then be performed within 14 days after that date (unless otherwise agreed), together with the programme, instrument list (accuracy classes; calibration ≤ 12 months), sampling/averaging rules, and pass/fail logic. The Employer provides access, permits, utilities and consumables; the Contractor provides personnel and operates the Works only for testing. A Test Data Pack shall be submitted within 3 days. Risk under 17/18 remains unchanged post-Taking-Over except for Contractor’s negligence during testing.
Why this helps: the Employer doesn’t need operators or hire-ins; the Engineer still controls acceptance and timing.
PC — 12.2 Delayed Tests (claims preserved)
Delegation must not dilute delay remedies or “deemed pass” safety valves.
📄 Model PC wording
Delegation to the Contractor as Testing Agent does not affect entitlements under 12.2. If tests are delayed or cannot proceed for reasons not attributable to the Contractor (including lack of access, utilities, permits or grid curtailment), the Contractor is entitled to Cost + Profit via Clause 20.2. If tests cannot be completed within the Defects Notification Period for such reasons, the relevant test is deemed passed.
Delegation to the Contractor as Testing Agent does not affect entitlements under 12.2. If tests are delayed or cannot proceed for reasons not attributable to the Contractor (including lack of access, utilities, permits or grid curtailment), the Contractor is entitled to Cost (and reasonable profit if stated) via Clause 20.1. If tests cannot be completed within the Defects Notification Period for such reasons, the relevant test is deemed passed.
Example: grid refuses full-load for 45 days post-TOC → claim under Clause 20; if still not testable within DNP → deemed pass.
PC — 12.4 Failure to Pass (mods, deemed pass & damages)
Keep the Performance/Non-performance Damages regime and the 2017 “access not given within DNP” relief.
📄 Model PC wording
If tests fail, the Contractor may propose modifications. The Employer shall grant access within 28 days (or as agreed) with a Permit-to-Work plan. If no access is granted within the relevant DNP, the Contractor is relieved and the Works/Section are deemed to have passed; unreasonable delay entitles the Contractor to Cost + Profit via 20.2. Where a shortfall remains and Performance Damages are stated in the Schedule of Performance Guarantees, payment within the DNP results in a deemed pass of that test.
If tests fail, the Contractor may propose modifications. The Employer shall grant access within 28 days (or as agreed) with a Permit-to-Work plan. Where Non-performance damages are stated, payment during the DNP leads to a deemed pass of that test. Employer-caused access delay gives rise to a claim under 20.1; if tests cannot be completed within the DNP for reasons not attributable to the Contractor, the test is deemed passed.
Example: burner tweaks needed; Employer postpones outage beyond DNP → (2017) relief + deemed pass; costs recoverable via 20.2.
PC — Retesting after remedy
📄 Model PC wording
Following remedy under 11.1(b), further tests shall be arranged under 11.6 within 14 days of the Contractor’s readiness notice. The retest scope is limited to the failed test and directly affected parameters; third-party standby beyond the agreed window is reimbursable at scheduled rates.
Following remedy under 11.1(b), either Party may require the failed test and related tests to be repeated under 12.3. The Parties shall plan the repeat within 14 days of the Contractor’s readiness notice; scope is limited to the failed test and directly affected parameters.
PC — Risk & Insurance during agent testing
📄 Model PC wording
When operating as Testing Agent, the Contractor acts solely to perform the Contract tests. After Taking-Over, care of the Works remains with the Employer in accordance with 17/18; the Contractor is liable only for negligent operation or breach of the test programme. Employer’s insurances shall expressly cover operation for testing after Taking-Over (including hot runs); the Contractor’s insurances shall cover its personnel and third-party liabilities during testing.
PC — Payments (Clause 14)
📄 Option A — Reimbursable
Testing services performed by the Contractor as Testing Agent shall be paid under Clause 14 at the agreed Rates/Provisional Sum for test staff, instruments, fuels/consumables, and third-party witness. Employer-caused delay or standby is payable; Contractor-caused repeats are at the Contractor’s cost.
📄 Option B — Lump Sum
Testing services are paid as a lump sum per test based on stated assumptions (run-time, utility bands, number of repeats). Employer-caused repeats/standby are reimbursable; Contractor-caused repeats are included in the lump sum.
What-if scenarios (how this plays out)
- Data-center load bank: Contractor brings temporary load bank, operates as Testing Agent; Engineer issues ≥ 21 days notice with programme; acceptance by Engineer; if utility fault blocks run within DNP → deemed pass route stands.
- WTP chemical dosing: Contractor’s chemists and skids; Employer provides raw water & PTW. Upstream fluctuation trips pump → retest planned within 14 days; Contractor recovers Cost (and Profit if 2017) under Clause 20.
- Heat-rate shortfall: Contractor proposes burner tweaks; Employer defers outage beyond DNP → (2017) relief + deemed pass; damages apply only if specified and not cured.
✓ Copied
Edition-aware toggles adjust only wording that differs (notice cadence, claims plumbing, retesting route). Core risk, Engineer’s role, and remedies remain balanced in line with FIDIC Golden Principles.
Clause 12 — Tests after Completion: 12 Ready-to-Use Letter Templates
Edition-aware templates for 📒 2017 and 📘 1999 with one-click copy. Filter, toggle edition, and export. Click to reveal.
1) Engineer’s Notice — Tests after Completion (programme attached)
Use this to formally notify tests and share the programme, instruments, and pass/fail logic.
Subject: Clause **12.1** — Notice of Tests after Completion & Test Programme [Section/Area]
To: [Employer], [Contractor]
From: [Engineer]
Date: [Date]
Contract: [Project / Contract No.]
Dear Sirs,
Pursuant to Clause **12.1**, please note that the Tests after Completion for [Works/Section] will be held on:
— Date & Place: [Date], [Location].
Attached is the test programme, including:
• Procedures and step-by-step scripts
• Instrumentation list (accuracy classes; calibration ≤ **12 months**)
• Sampling interval, averaging windows, and pass/fail logic
• Roles, access and Permit-to-Work plan
• Contingencies (adverse weather / grid curtailment)
Kindly review and provide any comments within **7 days**.
Yours faithfully,
[Engineer name]
Attachments: Programme; Instrument list; Data sheets; PTW plan
Subject: Clause **12.1** — Notice of Tests after Completion & Test Programme [Section/Area]
To: [Employer], [Contractor]
From: [Engineer]
Date: [Date]
Contract: [Project / Contract No.]
Dear Sirs,
Pursuant to Clause **12.1**, please note that the Tests after Completion for [Works/Section] will be carried out after [Date], and within **14 days** thereafter unless otherwise agreed.
Attached is the test programme, including:
• Procedures and step-by-step scripts
• Instrumentation list (accuracy classes; calibration ≤ **12 months**)
• Sampling interval, averaging windows, and pass/fail logic
• Roles, access and Permit-to-Work plan
• Contingencies (adverse weather / grid curtailment)
Kindly review and provide any comments within **7 days**.
Yours faithfully,
[Engineer name]
Attachments: Programme; Instrument list; Data sheets; PTW plan
2) Contractor’s Acknowledgment & Comments on Test Programme
Subject: Clause **12.1** — Acknowledgment & Comments on Test Programme
To: [Engineer] Cc: [Employer]
From: [Contractor]
Date: [Date] Ref: [Contractor Ref.]
Dear [Engineer],
We acknowledge receipt of your Clause **12.1** notice and test programme dated [Date].
Our comments (if any) are set out below:
1) [Comment on instrumentation accuracy / sampling]
2) [Comment on access windows / safety interfaces]
3) [Comment on correction curves / ambient bands]
Subject to the above, we confirm readiness to proceed on [Proposed Date/Time].
Yours faithfully,
[Contractor PM]
Attachments: Mark-up of programme; Proposed corrections/curves
3) Contractor Readiness & Request for Access / PTW
Subject: Clause **12.1** — Readiness & Request for Access / PTW for Tests after Completion
To: [Employer], [Engineer]
From: [Contractor]
Date: [Date]
Dear Sirs,
We confirm readiness for the Clause **12.1** tests for [Works/Section] on [Date/Time].
Kindly confirm:
• Site access to [locations] from [times]
• PTW issue times and isolations/blindings
• Utilities/consumables (list) available and stable
• Interface teams available (operations/HSE/lab)
Please advise any constraints immediately to avoid delay.
Yours faithfully,
[Contractor PM]
Attachments: Readiness checklist; Staffing roster
4) Delayed/Blocked Tests — Notice & Claim (Employer-side cause)
Subject: Clauses **12.2** & **20.2** — Notice of Delay to Tests after Completion
To: [Engineer] Cc: [Employer]
From: [Contractor]
Date: [Date]
Dear [Engineer],
We notify delay to the Clause **12.1** tests scheduled for [Date] due to [lack of access / utilities / grid curtailment / permits], which are not attributable to the Contractor.
This constitutes a notice of a Claim under Clause **20.2**. We request instructions to mitigate and will maintain records of **Cost + Profit** as applicable. If the tests cannot be completed within the **Defects Notification Period** for reasons not attributable to the Contractor, we reserve reliance on the **deemed pass** provisions of Clauses **12.2/12.4**.
Yours faithfully,
[Contractor PM]
Attachments: Delay log; Photos; Correspondence; Cost/time records
Subject: Clauses **12.2** & **20.1** — Notice of Delay to Tests after Completion
To: [Engineer] Cc: [Employer]
From: [Contractor]
Date: [Date]
Dear [Engineer],
We notify delay to the Clause **12.1** tests scheduled for [Date] due to [lack of access / utilities / grid curtailment / permits], which are not attributable to the Contractor.
This constitutes a notice of a Claim under Clause **20.1**. We request instructions to mitigate and will maintain records of **Cost** [and Profit if stated]. If the tests cannot be completed within the **Defects Notification Period** for reasons not attributable to the Contractor, we reserve reliance on the **deemed pass** provisions of Clauses **12.2/12.4**.
Yours faithfully,
[Contractor PM]
Attachments: Delay log; Photos; Correspondence; Cost/time records
5) Test Failure — Contractor’s Modification Proposal & Access Request
Subject: Clause **12.4** — Proposed Modifications & Access Request following Test Shortfall
To: [Engineer] Cc: [Employer]
From: [Contractor]
Date: [Date]
Dear [Engineer],
Following the Clause **12** tests on [Date], the [KPI] shortfall was recorded. Under Clause **12.4**, we propose the following modifications:
• [Technical measure 1]
• [Technical measure 2]
Expected effect: [e.g., restore heat rate by 1.8%].
Please arrange access/PTW within **28 days** to implement the above. After remedy under **11.1(b)**, we will be ready for retesting in accordance with **11.6**.
Yours faithfully,
[Contractor PM]
Attachments: Method statement; Risk assessment; Outage plan; Updated test script
Subject: Clause **12.4** — Proposed Modifications & Access Request following Test Shortfall
To: [Engineer] Cc: [Employer]
From: [Contractor]
Date: [Date]
Dear [Engineer],
Following the Clause **12** tests on [Date], the [KPI] shortfall was recorded. Under Clause **12.4**, we propose the following modifications:
• [Technical measure 1]
• [Technical measure 2]
Expected effect: [e.g., restore heat rate by 1.8%].
Please arrange access/PTW within **28 days** to implement the above. After remedy under **11.1(b)**, we will be ready for retesting in accordance with **12.3**.
Yours faithfully,
[Contractor PM]
Attachments: Method statement; Risk assessment; Outage plan; Updated test script
6) No Access within DNP → Deemed Pass
Subject: Clause **12.4** — No Access within DNP; Deemed Pass & Cost/Profit Claim
To: [Engineer] Cc: [Employer]
From: [Contractor]
Date: [Date]
Dear [Engineer],
We refer to our modification proposal of [Date]. Access for implementation has not been granted within the relevant **Defects Notification Period**. Under Clause **12.4** (2017), the Contractor is relieved and the [Works/Section] is **deemed to have passed** the test upon this notice.
We also notify a Claim under Clause **20.2** for the Employer-side access delay and related **Cost + Profit**. Supporting particulars will follow within the time limits.
Yours faithfully,
[Contractor PM]
Attachments: Timeline; Access requests; DNP computation; Cost records
Subject: Clauses **12.2/12.4** — Tests Not Completed within DNP; Deemed Pass & Claim
To: [Engineer] Cc: [Employer]
From: [Contractor]
Date: [Date]
Dear [Engineer],
Despite our proposals dated [Date], the tests cannot be completed within the **Defects Notification Period** for reasons not attributable to the Contractor. Under Clauses **12.2/12.4**, the relevant test is **deemed passed**.
We also notify a Claim under Clause **20.1** for Employer-side delay and related **Cost** [and Profit if stated]. Particulars will follow within the time limits.
Yours faithfully,
[Contractor PM]
Attachments: Timeline; Access requests; DNP computation; Cost records
7) Submission of Test Data Pack
Subject: Clause **12** — Submission of Test Data Pack [Run ID / Date]
To: [Engineer] Cc: [Employer]
From: [Contractor]
Date: [Date]
Dear [Engineer],
Please find attached the Test Data Pack for the Clause **12** test conducted on [Date]:
• Raw CSV (UTC time-stamped)
• Processed XLSX (formulas visible)
• PDF trend plots
• Calibration certificates (≤ **12 months**)
Kindly confirm receipt or advise any queries.
Yours faithfully,
[Contractor QA Lead]
Attachments: As listed
8) Engineer’s Determination Request (procedure/instrument dispute)
Subject: Clause **3.7** — Request for Determination (Clause **12** Testing Matter)
To: [Engineer]
From: [Employer/Contractor]
Date: [Date]
Dear [Engineer],
A disagreement has arisen concerning [procedure/instrument accuracy/pass-fail rule] under Clause **12** for [Works/Section]. We hereby request your determination under Clause **3.7**.
We propose the following validation: [parallel instrument / sub-run repeat / witness check]. Supporting evidence is attached.
Yours faithfully,
[Name, Role]
Attachments: Test extracts; Calibration data; Proposed validation method
Subject: Clause **3.5** — Request for Determination (Clause **12** Testing Matter)
To: [Engineer]
From: [Employer/Contractor]
Date: [Date]
Dear [Engineer],
A disagreement has arisen concerning [procedure/instrument accuracy/pass-fail rule] under Clause **12** for [Works/Section]. We hereby request your determination under Clause **3.5**.
We propose the following validation: [parallel instrument / sub-run repeat / witness check]. Supporting evidence is attached.
Yours faithfully,
[Name, Role]
Attachments: Test extracts; Calibration data; Proposed validation method
9) Retesting after Remedy (schedule & scope)
Subject: Clause **11.6** — Retesting after Remedy of Defect
To: [Engineer] Cc: [Employer]
From: [Contractor]
Date: [Date]
Dear [Engineer],
We notify readiness to retest the [failed KPI/test] following remedy per Clause **11.1(b)**. Kindly schedule the retest within **14 days**. The scope should be the failed test and directly affected parameters only, consistent with the programme.
Yours faithfully,
[Contractor PM]
Attachments: Remedy completion report; Proposed retest window; Updated risk assessment
Subject: Clause **12.3** — Retesting after Remedy of Defect
To: [Engineer] Cc: [Employer]
From: [Contractor]
Date: [Date]
Dear [Engineer],
We notify readiness to retest the [failed KPI/test] following remedy per Clause **11.1(b)**. Please arrange the repeat under Clause **12.3** within **14 days** of this notice. The scope should be the failed test and directly affected parameters only.
Yours faithfully,
[Contractor PM]
Attachments: Remedy completion report; Proposed retest window; Updated risk assessment
10) Seasonality/Exceptional Event — Propose Correction or Deferral
Subject: Clause **12** — Seasonality/Exceptional Event Affecting Test Conditions
To: [Engineer] Cc: [Employer]
From: [Contractor]
Date: [Date]
Dear [Engineer],
The required test conditions [e.g., wet-bulb ≤ 10°C] are currently unattainable due to seasonality or an Exceptional Event (Clause **18**). We propose either:
(a) Apply the approved correction curves to reference conditions; or
(b) Defer the test to the next feasible window, with time/cost addressed under Clause **20.2**.
If testing remains unachievable within the **DNP** without Contractor fault, we reserve the **deemed pass** under Clauses **12.2/12.4**.
Yours faithfully,
[Contractor PM]
Attachments: Weather data; Correction method; Revised window
Subject: Clause **12** — Seasonality/Force Majeure Affecting Test Conditions
To: [Engineer] Cc: [Employer]
From: [Contractor]
Date: [Date]
Dear [Engineer],
The required test conditions [e.g., wet-bulb ≤ 10°C] are currently unattainable due to seasonality or Force Majeure (Clause **19**). We propose either:
(a) Apply the approved correction curves to reference conditions; or
(b) Defer the test to the next feasible window, with time/cost addressed under Clause **20.1**.
If testing remains unachievable within the **DNP** without Contractor fault, we reserve the **deemed pass** under Clauses **12.2/12.4**.
Yours faithfully,
[Contractor PM]
Attachments: Weather data; Correction method; Revised window
11) Employer Notice — Performance Damages & Set-Off
Subject: Clause **12.4** — Performance Damages for [KPI] Shortfall [Section]
To: [Contractor] Cc: [Engineer]
From: [Employer]
Date: [Date]
Dear Sirs,
In accordance with Clause **12.4** and the Schedule of Performance Guarantees, the following damages are due for the [KPI] shortfall:
• Computation: [Formula] = [Amount]
Kindly arrange payment within **14 days**. Failing payment, the Employer will set-off under Clause **14**. Recourse to the Performance Security (Clause **4.2**) will only be taken if payment/set-off is not effected.
Payment within the **DNP** will result in the test being deemed passed in accordance with Clause **12.4**.
Yours faithfully,
[Employer’s Representative]
Attachments: Test results; Calculation sheet; Set-off schedule (if applicable)
12) Appointment of Independent Test Witness
Subject: Appointment of Independent Test Witness — Clause **12** Tests
To: [Employer], [Contractor]
From: [Engineer]
Date: [Date]
Dear Sirs,
To support the Clause **12** test programme, we appoint [Firm/Person] as Independent Test Witness. They will observe instrument zeroing, start/stop, random spot checks and sign the acceptance sheets.
Please coordinate access and safety briefings.
Yours faithfully,
[Engineer]
Attachments: Scope of witnessing; Schedule; Contact details
✓ Copied
Editions differ mainly in notice cadence (12.1), retesting route (11.6 vs 12.3), and claims plumbing (20.2 vs 20.1). Always confirm against your executed Contract and Contract Data.
Clause 12 Test Planner FIDIC Yellow Book — 📘1999 vs 📒2017
DOM-safe • WordPress-ready
1) Edition & Parties
Note: In 📒2017, tests must follow Employer’s Requirements & O&M manuals (No-objection). In 📘1999, tests follow O&M guidance and Contractor’s instructions.
2) Scheduling & Notice
3) KPIs & Measurement Methods
Define pass/fail precisely: method, averaging period, instruments & accuracy.
| KPI | Target | Unit | Method | Avg Period | Instrument ±% | Pass if |
|---|
4) Baseline Input Conditions
5) Test Programme — Steps
Tip: Each “Step” renders in the plan with duration and expected evidence.
6) Deemed Pass & Access (12.2 / 12.4)
Logic preview: 📘1999 — 21+14 window & Non-performance Damages ⇒ deemed pass. 📒2017 — ≥21-day notice; Performance Damages; no-access-within-DNP ⇒ deemed pass; delays ⇒ Cost+Profit via 20.2.
✅ Test Plan — Generated
Scheduling Compliance
Programme
KPI & Measurement Sheet
Deemed Pass / Entitlements Analysis
Copy-Ready PCs Snippet
Disclaimer: Always verify against your Contract and project-specific Employer’s Requirements. This planner is an aid, not legal advice.