Articles
FIDIC and EPC Contracts in Uzbekistan
By Assadullah Muradov — Managing Director, Bond Stone International Law Firm, Tashkent Office
Large energy, infrastructure and industrial projects in Uzbekistan are often documented on FIDIC forms, especially where international lenders are involved. The forms can work well here. They were not written with the Uzbek Civil Code in mind, however, and a contract copied from another jurisdiction can leave gaps. This article looks at where the forms and Uzbek law meet, and what to adjust before signing.
Can FIDIC forms be used?
Yes. Uzbek law does not prohibit FIDIC forms. In practice they are most common on larger projects financed by international institutions, and they are usually tailored to each project through the Particular Conditions.
The choice of form still matters. The Red Book suits works designed by the employer. The Yellow Book suits design-build projects. The Silver Book suits turnkey EPC projects, where the contractor takes on more risk and the price is more certain. A project should use the form that matches how risk is really shared, rather than the one the parties happen to know.
Governing law
Article 1189 of the Civil Code lets the parties to a contract choose the governing law, unless the law provides otherwise. They may choose a law for the whole contract or for separate parts of it, at signing or at any later time.
Foreign law is therefore an option for many international projects. It does not remove Uzbek law from the project, though. Parties cannot contract out of local technical and fiscal rules, such as building regulations, permits, health and safety, tax and customs. Article 1165 of the Civil Code keeps Uzbek mandatory rules in force whatever law applies. Local law can even decide treaty protection: in Metal-Tech Ltd. v Republic of Uzbekistan (ICSID Case No. ARB/10/3, award of 4 October 2013), on a joint venture whose plant was built under an EPC contract, the tribunal declined jurisdiction because corrupt payments made when the investment was set up breached Uzbek criminal law. Where Uzbek law governs the contract, the Civil Code provisions below apply directly.
Where FIDIC meets the Civil Code
Construction contracts are covered in Part Two of the Civil Code, in the provisions on construction contracts beginning at Article 666. Many are default rules, so the contract can change them, but the drafting has to do so clearly.
| Topic | Civil Code position | What to check in the contract |
|---|---|---|
| Risk of loss or damage | Risk of accidental loss or damage lies with the contractor until the employer accepts the works (Article 667) | Align the care of the works clause and taking-over provisions with this rule |
| Insurance | Unless agreed otherwise, the contractor insures the works at its own cost (Article 669) | State who insures what, and for how long |
| Design documents | The contractor must build in line with the design and cost estimate documents (Article 670) | Fix the order of precedence between the employer's requirements and local project documents |
| Acceptance | On notice that the works are ready, the employer must immediately begin acceptance (Article 680) | Connect the taking-over procedure with local acceptance formalities (Urban Planning Code, Article 32) |
| Quality warranty | Unless agreed otherwise, the contractor warrants the design performance and fitness for use during the warranty period, by default ten years from acceptance (Article 682). A contract cannot go below the period in urban planning norms (Plenum Resolution No. 306, paragraph 13) | Match the defects notification period to the warranty period |
| Defect claims | The general three-year limitation period applies (Articles 150 and 652). If a defect is notified within a warranty period, time runs from the notice | Check that contractual notice periods do not conflict with these limits, which cannot be changed by agreement (Article 152) |
The courts' main guidance is Higher Economic Court Plenum Resolution No. 306 of 23 December 2016 on construction contract disputes, last amended on 29 April 2025. Paperwork counts too: in case No. 10-1420/3263 of 24 August 2015, the Higher Economic Court upheld the dismissal of a design contractor's payment claim because it produced waybills, not the signed acts its contracts required.
State-funded and lender-funded projects
Funding often decides how much freedom the parties have. For construction financed by the State, the rules can prescribe the contract form, so a standard FIDIC document may not be available as it stands. Cabinet of Ministers Resolution No. 321 of 20 May 2021, for example, ordered a model turnkey contract for works funded from centralised sources. Procurement rules should be checked at the start, because they can affect both the form of contract and how it can be changed later. Under paragraph 4 of Resolution No. 306, a contract signed without a required tender is void, and so are agreed changes to a tendered contract unless the law allows them. Article 34 of the Law on Public Procurement of 22 April 2021 No. ZRU-684 also limits changes to essential terms.
For projects financed by international institutions, the lender's own procurement rules and standard documents usually drive the form. The parties then need to check how those documents fit with local mandatory rules.
Disputes
FIDIC forms use a staged process: notice, a dispute board or similar decision-maker, and then arbitration. Strict notice periods are a common source of disputes. Under Uzbek law, the enforceability of these time bars should be assessed for each project and not assumed. The courts do apply the Civil Code's own notice rules strictly (Article 670; Resolution No. 306, paragraph 6.4). In case No. 14-0906/2996(8) of 1 March 2010, the Higher Economic Court upheld the refusal of a railway subcontractor's extra-work claim under the general rule in Article 636, because it could not prove it had warned the employer.
Arbitration is a realistic choice. The Law on International Commercial Arbitration of 16 February 2021 No. ZRU-674 is based on the UNCITRAL Model Law, and Uzbekistan has its own institution, the Tashkent International Arbitration Centre, established in 2018. Parties can also agree on international arbitration seated abroad. Foreign awards are enforced under the New York Convention, in force for Uzbekistan since 7 May 1996. Under Supreme Court Plenum Resolution No. 27 of 20 November 2023, recognition may be refused only on the Convention's Article V grounds (paragraph 66), and a respondent who does not raise the arbitration clause by its first statement on the substance loses it (paragraph 15). A clause should name the rules, seat and language, and it should work together with any dispute board provisions.
Practical steps
- Choose the form by risk. Select the book that reflects who designs and who takes the risk.
- Check the funding first. State or lender funding may limit the form of contract.
- Review against local law. Draft the Particular Conditions with the Civil Code and technical rules in view.
- Align key dates. Taking-over, the defects period, the warranty period and claim limits should fit together.
- Agree the language. Decide which language prevails if the contract is signed in more than one.
- Test the dispute clause. Check each stage, the seat and how an award would be enforced.
Legal basis
- Civil Code of the Republic of Uzbekistan, Part One, Articles 150 and 152, and Part Two, Articles 636, 652, 666–670, 680–682, 1165 and 1189
- Urban Planning Code of 22 February 2021, Article 32
- Law on Public Procurement of 22 April 2021 No. ZRU-684, Article 34
- Law on International Commercial Arbitration of 16 February 2021 No. ZRU-674
- Plenum of the Higher Economic Court, Resolution No. 306 of 23 December 2016, as amended
- Plenum of the Supreme Court, Resolution No. 27 of 20 November 2023, as amended
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This article is general information and not legal advice. To discuss a project, please contact the firm.