The ICC Commission on Commercial Law and Practice is, like ICC, in business for business, and acts as a focus group for all parties to international transactions. In recent years, the Commission on Commercial Law and Practice has published a number of model forms of contracts. Although the forms have covered a wide range of international transactions, including the turnkey supply of an industrial plant, they have all been distinguished by the imperative that they be fair to all parties to the transaction involved, since ICC represents all parties to all transactions.

There is no uniformly accepted definition of the term “turnkey”. The basic concept is that the contractor shall provide the works ready for use at the agreed price. The reality is that the employer wants to be and should be actively involved in the project at all stages. While this is a turnkey contract, there are articles allowing changes to the contract scope, price and time for completion.

The aim of ICC in producing this form of contract is to provide a balanced contract for the parties to turnkey construction projects, while recognizing the desire of all parties for price and scope certainty, the need for swift and effective dispute resolution, and the need for complete and informed allocation of risks.

Balance has been sought through a number of drafting devices:

1. In several cases, the purpose of the Article is set out at the beginning of the Article. This is to make that purpose plain and avoid interpretation of the Article out of context;

2. Wherever possible, both Parties have equal and mirrored obligations; and

3. As in other ICC model contracts, obligations of good faith are included, with descriptions of what that obligation involves for both Parties.

It was in this spirit that the Task Force on Turnkey Transactions (Major Project Turnkey Contract) approached the subject of an international turnkey contract in the interest of the proper functioning and existence of the construction industry, particularly in its role in international development.

The Task Force has taken the opportunity to address several legal or practical issues its members were concerned with. The Contract is intended to cover all issues that are likely to arise in a clear and succinct fashion to minimize resort to national laws.

The form of the Contract is also meant to be innovative. With the growing importance of information technology it was natural to include detailed provisions on software issues. We also address bribery and corruption in line with the ICC approach in favour of transparency.

The form is equally intended for use in public and private contracts, whether tendered or individually negotiated, as a part of the “BOT” project documentation, and in externally financed projects.

We would be pleased to receive comments and suggestions for further improvements from the users of the contract at turnkeyfeedback@iccwbo.org