Russian Federation: General Rules Applicable To Russian Contractor’s Contracts

Last Updated: 2 February 2015
Article by Valentin Petrov and Petr Shevtsov

Under a contractor's contract, the contractor undertakes to perform certain work (i.e. to make or process items or to do some other work the result of which is to be handed over to, and accepted by, the customer) in accordance with the customer's instructions. There are several types of contractor's contracts, including construction contracts, contracts for the performance of survey and research works and contracts for the performance of works for state needs. Chapter 37 of the Civil Code establishes certain general rules that apply to contractor's contracts generally, as well as a number of specific rules applicable to specific types of contractor's contracts.

The Civil Code provisions allow the parties to a contractor's contract significant leeway in structuring their relationship. Specifically, the parties to a contract may determine the distribution of risks between them, the possibility to engage subcontractors, the payment schedule, the contractor's liability for failing to meet the agreed time schedule, the scope and quality of works, the scope and term of the warranty (if any) and the scope of the contractor's liability under the contract.

Paragraph 1 of Chapter 37 contains fairly extensive provisions regarding the rights and obligations of the parties and other rules governing contractor's contracts. Some of those provisions are mandatory and some are default provisions that apply unless the law or the contract provides otherwise. The following is a summary of major points – please note, however, that it does not constitute a full and detailed description of all applicable provisions.

The price under a contractor's contract is deemed to include the contractor's costs and expenses, as well as its profit. The parties may establish a fixed or an approximate price of works (it is possible to include a detailed cost schedule) to be performed under the contract. The price (or the cost schedule) is deemed to be fixed, unless the contract expressly says otherwise. If the contract price is approximate, the contractor must notify the customer of a need to perform additional works resulting in a material increase of the approximate price "in a timely fashion" (if it fails to make such notification, the contractor would have to perform the works for the originally agreed price). Upon receiving such notification, the customer is entitled to terminate the contract by paying the price of works performed by that time. As a general rule, a fixed price cannot be increased or decreased upon demand of either party, except for situations where the cost of materials and equipment provided by the contractor, as well as services rendered by third parties, increases materially and such an increase was impossible to foresee at the time when the contract was entered into. In such situations, the contractor is entitled to demand a price increase or, if the customer refuses, to terminate the contract in accordance with the rules that apply in case of material changes of circumstances. Unless otherwise provided by the contract, in case of the customer's failure to pay any amount due under the contract, the contractor is allowed to keep the contracted product or unused materials or other customer's property until the payment has been made.

The contractor is obligated to inform the customer about any defects in materials or technical documentation provided by the customer and possible negative consequences of compliance with the customer's technical instructions, as well as any other circumstances that are beyond the contractor's control and that may affect the qualify of the end-product or make it impossible to complete the works on schedule, and to suspend work until further instructions from the client. If the contractor fails to do so, it will not be able to refer to such circumstances later in its disputes with the customer. Unless the contract otherwise provides, the customer may unilaterally terminate the agreement at any time, provided that it pays the portion of the contract price proportionate to the portion of the works performed by that time. In the event of such unilateral termination, the customer would also be required to compensate the contractor for damages, capped by the difference between the total contract price and the price paid for the actually performed works.

In case of the customer's failure to cooperate as provided in the contract, the contractor may claim damages or require an increase in the contract price or an extension of the time schedule. If the performance of works becomes impossible as a result of the customer's actions or inaction, the contractor is entitled to receive the price of the already performed works. The contractor has the right to suspend or terminate works if the customer's violations of its obligations under the contract (such as obligations to provide materials, technical documentation, etc.) hinder the performance of works by the contractor.

The customer is obligated to examine and formally accept the performed works or their result in accordance with the acceptance procedure specified in the contract and to document and report all obvious defects to the contractor. Likewise, the customer should document and report all defects that are not immediately obvious within a reasonable period of time following their discovery. Generally, unless otherwise provided for by law or by contract, the work product must at the time of its transfer to the customer conform to specifications set out in the contract or customary requirements that apply to such products and shall be suitable for use in accordance with the purpose specified in the contract (or, if the use is not specified in the contract, for the use customary for such type of products) for a reasonable period of time after its transfer to the customer. If the work product has defects which make it impossible to use, the customer (unless otherwise provided by law or by contract) may require the contractor to (i) decrease the price, (ii) fix the defects within a reasonable period of time and free of charge or (iii) compensate the customer for expenses incurred in fixing the defects. Instead of curing the defects, the contractor has the right to re-do the work at its own expense, subject to compensating the customer for damages caused by the delay. A contractual limitation of the contractor's liability for defects does not apply in cases where the defects occurred through the contractor's faulty action or inaction. If the contract is terminated for any reason at any time prior to the formal acceptance of the works by the customer, the customer may demand that the contractor transfers to it the results of works performed by that time subject to compensating the contractor for incurred expenses.

The law does not establish a mandatory minimum warranty period (or indeed a general requirement to include a warranty provision) in the context of contractor's contracts. Pursuant to Article 724 of the Civil Code, if the contract does not provide for a warranty period, the customer can make claims related to the quality of performed works if the defects are found within a reasonable period of time, but in no event later than two years following the date of the transfer of the work results to the customer, unless a different time period is provided for by law, by contract or market practice. If the warranty period is less than two years and defects are found after the expiration of the warranty period, but within two years following the date of the transfer of the work results to the customer, the contractor shall be liable if the customer can prove that the defects had occurred prior to such transfer or due to reasons that had occurred prior to such transfer.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Mondaq Advice Centre (MACs)
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.