成套设备进口合同(英文)
发布时间:2009-08-14 13:00:00
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CIF Model Contract for Importation of Contract Plant
Table Content
Chapter 1 ……………………………………Definition
Chapter 2 ……………………………………Scope of the Contract
Chapter 3 ……………………………………Price
Chapter 4 ……………………………………Payment
Chapter 5 ……………………………………Delivery and Insurance
Chapter 6 ……………………………………Packing and Marking
Chapter 7 ……………………………………Technical Documentation
Chapter 8 ……………………………………Design and Design Liaison
Chapter 9 ……………………………………Standards and Inspection
Chapter 10 ……………………………………Erection,Test Runs, Commissioning,
Performance Test and Acceptance
Chapter 11 ……………………………………Guarantee and Warranty
Chapter 12 ……………………………………Improvement and Grant-back
Chapter 13 ……………………………………Confidentiality
Chapter 14 ……………………………………Claim
Chapter 15 ……………………………………Cancellation
Chapter 16 ……………………………………Force Majeure
Chapter 17 ……………………………………Taxes and Duties
Chapter 18 ……………………………………Arbitration
Chapter 19 ……………………………………Effectiveness of the Contract
and Miscellaneous
List of Appendices
Appendix 1 The List of Contract Equipment within the Sellers Supply Scope (Omitted)
Appendix 2 Contents of Patent and/or Know-how and Delivery Schedule of elated Documentation (Omitted)
Appendix 3 Specification, Performance, Guarantee Indices and Warranty for the Contract Equipment, Contract Plant and Contract Product (Omitted)
Appendix 4 The Contents of Technical Service and the Treatment for the Sellers Technical Personnel
Appendix 5 The Contents of Technical Training and the Treatment for the Buyers Technical Personnel
Appendix 6 The Delivery Schedule of Contract Equipment (Omitted)
Appendix 7 The List of the Itemized Price for the Contract Plant (Omitted)
Appendix 8 The Arrangement for Design Liaison and Delivery of Design Package (Omitted)
Appendix 9 The Standard and Codes for Design (Omitted)
Appendix 10 The Arrangement for Erection, Test Runs, Commissioning, Performance Test and Acceptance (Omitted)
Appendix 11 The Specimen of Irrevocable Letter of Guarantee for Advance Payment Issued by the Sellers Bank
Appendix 12 The Specimen of Irrevocable Letter of Guarantee Issued by the Sellers Bank
CIF Model Contract for Importation of Complete Plant
Contract No.__________________.
Date of Signature: _____________.
Place of Signature:_____________.
This Contract is made and entered into through friendly negotiation by and between China ____________________Corporation, a corporation organized and existing under the laws of the Peoples Republic of China (hereinafter referred to as "the Buyer"), as one party and__________, a corporation organized and existing under the laws of __________ (hereinafter referred to as "the Seller"), as the other party, under the following terms and conditions:
Chapter 1 Definition
In the Contract unless the context otherwise defines,
1.1 Contact Equipment means the equipment, materials, spare parts or any part thereof supplied by the Seller including those with which Contract Products are produced, details of which are specified in Appendix 1 and 3 to the Contract.
1.2 Contract Plant means the plant comprised of Contract Equipment, Technology and the complete sets of auxiliary facilities, details as per Appendix 3 to the Contract.
1.3 Contract Product means the products manufactured in the Contract Plant, the technical specifications, performance and guarantee indices of which are specified in Appendix 3.
1.4 Contract Price means the sum payable to the Seller under the Contract for full and proper performance of its contractual obligations, details of which are specified in Appendix 7.
1.5 Contract Currency means the currency in which the payment is made under the Contract, namely____________________ .
1.6 Both Parties Banks, refer to_____________, as Buyers Bank; ____________________, as Sellers Bank.
1.7 Erection means the installation of the equipment, spare parts and materials including placing and connecting the parts to their positions according to the design drawing, details of which are specified in Appendix 10.
1.8 Test Runs means the test conducted respectively on the individual equipment and a series of equipment after Erection in order to check the mechanical performance of Contract Equipment, details of which are specified in Appendix 10.
1.9 Commissioning means the initial production of the Contract Plant for the purpose ofcarrying out the Performance Test after the utilities being connected and the raw materials being put into the Contract Plant, details of which are specified in Appendix 10.
1.10 Performance Test means the tests conducted pursuant to Appendix 10, in order to identify whether the Contract Plant and the Contract Product have achieved the technical performance and guarantee indices specified in Appendix 3.
1.11 Acceptance means the Buyer accepts the Contract Plant after it reaches the technical performance and guarantee indices specified in Appendix 3.
1. 12 Port of Shipment and Unloading refers to____________________ port, as Port of Shipment;____________________ port as Port of Unloading.
1.13 Destination Airport refers to____________________ , PRC.
1.14 Job Site means the place where the Contract Plant is located, namely____________,________________ city,________________ Province, PRC.
1.15 Site Representative means the representative nominated respectively by each Party, who is in charge of all the matters with respect to the contractual obligations of the respective Party on the Job Site.
1.16 Technical Documentation means the technical indices, specifications, drawings and documents related to Design, Inspection, Erection, Test Runs, Commissioning, Performance Test, operation and maintenance of Contract Plant, details of which are specified in Appendix 2, 3, 8 and 9.
1.17 Technical Service means the technical instruction, assistance and supervision rendered by the Seller to the Buyer with respect to Erection, Test Runs, Commissioning, Performance Test, operation, maintenance and other work related to the Contract Plant, details of which are specified in Appendix 4.
1.18 Technical Training means the training rendered by the Seller to the Buyer with respect to Erection, Test Runs, Commissioning, Performance Test, operation, maintenance and other work related to the Contract Plant, details of which are specified in Appendix 5.
1.19 Inspection Authorities refers to the local inspection branch of State Administration for Entry-Exit Inspection and Quarantine of PRC located at/near the Port of Unloading and/or the Job Site.
1.20 Warranty Period means a period starting from the date of acceptance, during which the Seller warrants the proper and stable operation of the Contract Plant and is responsible for eliminating any defects with respect to the Contract Plant, detail of which are specified in Appendix 3.
1.21 Effective Date of the Contract means the date when the contract is approved by competent authorities of the respective Partys countries.
Chapter 2 Scope of the Contract
2.1 The Buyer agrees to buy from the Seller and the Seller agrees to sell to the Buyer __________(Contract Plant), including the Contract Equipment, licensed patent and /or know-how, design, Technical Documentation, Technical Service and Technical Training, contents of which are specified in Appendix 1, 2, 4, 5, 8 and 9.
2.2 The Seller shall supply the Contract Equipment listed in Appendix 1. The technical specification, performance and guarantee indices of the Contract Equipment are specified in Appendix 3.
2.3 The Seller agrees to grant the Buyer a exclusive/or non-exclusive and transferable/or non-transferable license to use the patent and/or know-how in order to manufacture and sell the Contract Product within the territory of PRC, and export to__________ (country), details of which are specified in Appendix 2.
The Seller shall not prohibit the Buyer from using the patent and / or know-how after the expiration of the Contract.
2.4 The Seller shall undertake the design work with respect to the Contract Plant, details of which shall be as per Appendix 8.
2.5 The Seller shall submit to the Buyer the Technical Documentation as specified in Appendix 2,3,8, and 9.
2.6 The Seller shall dispatch its experienced, healthy and competent technical personnel to the Job Site to render Technical Service, details as per Appendix 4.
2.7 The Seller shall render Technical Training to the technical personnel dispatched by the Buyer. The number of personnel, training place and the extent of training are shown in Appendix 5.
2.8 The Seller shall, at the Buyers request, provide the Buyer with spare parts for normal operation of the Contract Plant at favorable prices within_____years after the Acceptance of the Contract Plant. A separate agreement will be signed between the two Parties at that time.
Chapter 3 Price
3.1 The total Contract Price for Contract Equipment, license of patent and/or know-how, design, Technical Documentation, Technical Service and Technical Training to be rendered by the Seller under the contract _________(say: __________only).
3.2 The breakdown price for the Contract Plant:
3.2.1 Price for Contract Equipment:
A. Price for equipment;
B. Price for spare parts;
C. Price for material;
D. Fees for insurance and freight.
3.2.2 Fees for licensed patent and/or know-how and related Technical Documentation:
3.2.3 Fees for design and related Technical Documentation:
A. Design fee related to Contract Equipment and relevant Technical Documentation fee;
B. Design fee related to licensed patent and/or know-how and relevant Technical Documentation fee;
3.2.4 Fees for Technical Service:
A.Fee for technical service related to Contract Equipment;
B.Fee for technical service related to the licensed patent and/or know-how.
3.2.5Fees for Technical Training:
A. Fee for technical training related to Contract Equipment;
B. Fee for technical training related to the licensed patent and/or know-how.
3.3 The total Contract Price as specified in Article 3.1 is a fixed and firm price.
3.4 The Technical Service fee specified herein is the ceiling price for all theservice necessary for the performance of the contract. In case the service actually performed is less than estimated, the Buyer will pay the Seller the actual amount duly calculated.
3.5 The price for Contract Equipment as specified in Article 3.2.1 is for delivery CIF (liner term) Port of Unloading and the price for Technical Documentation as specified in Articles 3.2.2 and 3.2.3 is for delivery DDU Destination Airport.
3.6 The itemized price list of the Contract Plant in Appendix 7.
Chapter 4 Payment
4.1 All payments to be made by the Buyer to the Seller shall be effected through the Buyers Bank and the Sellers Bank in Contract Currency.
4.2 The Buyer shall make the payment in the following method:
Option One:
The total Contract price shall be Paid by Telegraphic Transfer (T/T) according to the following installments and percentage upon presentation of the following documents.
Option Two:
The total Contract Price shall be paid by Documents against Payment (D/P) or Documents against Acceptance (D/A) according to the following installments and percentage upon presentation of the following documents.
Option Three:
The total Contract Price, except the advance payment and the Technical Service fee, shall be paid by Irrevocable Letter of Credit. The advance payment and the Technical Service fee shall be paid by Documents against Payment (D/P). The Buyer shall, within _____days after the Effective Date of the Contract, open an Irrevocable Letter of Credit, in favor of the Seller for thesaid amount. The Letter of Credit shall remain valid until__________.
4.2.1 Advance Payment
_____ Percent (_____%) of the price as specified in Article 3.2.1, 3.2.2, 3.2.3 and 3.2.5, i.e. (say_________only) shall be paid by the Buyer to the Seller within_____days after the following documents have been received and found in order:
A. One (1) original and two (2) duplicate copies of the valid export license issued by relevant authorities of the Sellers and/or manufactures country or a statement of relevant authorities/agency certifying that no export license is required;
B. One (1) original and one (1) duplicate copy of the Irrevocable Letter of Guarantee for advance payment issued by the Sellers Bank in favor of the Buyer covering__________(say__________only), specimen of which is specified in Appendix 11;
C. Five (5) copies of pro-forma invoice covering the Contract Price;
D. Five (5) copies of manually signed commercial invoice indicating the amount to be paid and the portion related to the licensed patent and/or know-how;
E. Two (2) copies of sight draft.
4.2.2 Payment for license, design, Technical Training and Technical Documentation
4.2.2.1 ____Percent (_____ %) of the price for license, design, Technical Training and Technical Documentation as specified in Article 3.2.2,3.2.3 and 3.2.i.e.____________________(say ____________________only) shall be paid by the Buyer to the Seller upon delivery of the basic design package by the Seller and within_____days after the following documents have been received and found in order:
A. One (1) original and three (3) duplicate copies of the airway bill marked "REIGHT PREPAID"or receipt of registered airmail for the delivery of basic design package;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid and the portion related to license of patent and/or know-how;
C. Two (2) copies of sight draft.
4.2.2.2 ________ Percent (_____%) of the price for license, design, Technical Training and Technical Documentation as specified in Article 3.2.2,3.2.3 and 3.2.5 i.e. __________________(say__________________only) shall be paid by the Buyer to the Seller upon delivery of the detailed design package by the Seller and within_____days after the following documents have been received and found in order:
A. One (1) original and three (3) duplicate copies of the airway bill marked "REIGHT PREPAID" or receipt of registered airmail for the delivery of detailed design package;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid and the portion related to license of patent and/or know-how;
C. Two (2) copies of sight draft.
4.2.3 Payment of Contract Equipment
_____Percent (_____%) of the price for Contract Equipment as specified in Chapter 3.2.1, i.e. (say__________only) shall be paid by the Buyer to the Seller pro rata upon each shipment and within_____days after the following documents have been received and found in order:
A. Three (3) originals and three (3) duplicate copies of clean on board ocean Bill of Lading made out to order, blank endorsed, notifying________and marked "REIGHT PREPAID";
B. Two (2) originals and two (2) duplicate copies of ocean transportation insurance policy or certificate for 110% of the invoice value of Contract Equipment showing claims payable in China in Contract Currency and covering all risks, war risk and on deck risk if applicable;
C. Five (5) copies of manually signed commercial invoice indicating the amount to be paid and the itemized price;
D. One (1) original and five (5) duplicate copies of detailed packing list indicating the shipping weight, number and the date of the corresponding invoice;
E. One (1) original and five (5) duplicate copies of ex-works quality certificate issued by the manufacturer;
F. Two (2) copies of sight draft;
G. One (1) original and five (5) duplicate copies of certificate of origin issued by relevant authorities or agency of the manufactures country;
H. One (1) copy of the Buyers fax showing that the carrying vessel has been approved by the Buyer;
I. One (1) copy of fax advising the Buyer of the shipment immediately after it is made.
4.2.4 Payment after the Acceptance of the Contract Plant
_____Percent (_____%) of the price as specified in Article 3.2.1, 3.2.2, 3.2.3 and 3.2.5, i.e.____________________(say____________________only) shall be paid by the Buyer to the Seller within_____days after the following documents have been received and found in order:
A. One (1) copy of the Acceptance Certificate of the Contract Plant signed by the Site Representatives of two Parties;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid and the portion related to the licensed patent and/or know-how;
C. Two (2) copies of sight draft.
4.2.5 Payment after the Expiration of the Warranty Period of the Contract Plant
_____Percent (_____%) of the contract price as specified in Article 3.2.1, 3.2.2, 3.2.3 and 3.2.5,i.e.____________________(say ____________________only) shall be paid by the Buyer to the Seller within _____days after the following documents have been received and found in order:
A. One (1) copy of the Certificate certifying the expiration of the Warranty Period of the Contract Plant issued by the Buyer;
B. Five (5) copies of manually signed commercial invoice indicating the amount to be paid and the portion related to license of patent and/or know-how;
C. Two (2) copies of sight draft.
4.2.6 Payment for Technical Service
The Technical Service fee as specified in Article 3.2.4 shall be paid by the Buyer to the Seller once every _____months after the arrival of the first group of the Sellers technical personnel at the Job Site and within _____days after the following documents have been received and found in order:
A. Five (5) copies of manually signed commercial invoice indicating the amount to be paid and the portion related to license of patent and/or know-how;
B. Two (2) copies of time sheets signed by the Site Representatives of two Parties;
C. Two (2) copies of sight draft.
4.3 If the Seller fails to submit the documents specified in Article 4.2.3 in due time, all the costs thus incurred at the Port of Unloading including but not limited to storage expenses and overdue fine shall be borne by the Seller.
4.4 In case the Seller is liable for paying the withholding taxes, liquidated damage and/or compensation under the Contract, the Buyer has the right to deduct such amount from any payment due.
4.5 All the banking charges incurred in the Buyers Bank shall be borne by the Buyer while those incurred outside the Buyers Bank shall be borne by the Seller.
Chapter 5 Delivery and Insurance
5.1 The Seller shall complete the delivery of Contract Equipment in _____ lots within _____ months after the Effective Date of the Contract.
5.2 The Contract Equipment is approximately __________ metric tons in gross weight, __________ metric tons in net weight and __________ metric tons in total volume.
5.3 The Port of Shipping the Contract Equipment is_____________, the port of unloading is_________________.
5.4 The Seller shall, in accordance with the delivery schedule as specified in Appendix 6, submit six (6) copies of preliminary delivery schedule to the Buyer within _____ months after the Effective Date of the Contract. The preliminary delivery schedule shall include Contract No., item No., name and type of Contract Equipment, specification, quantity, unit/total price, the approximate total gross and volume, expected delivery time, Port of Shipment, name of dangerous and/or inflammable goods and their IMCO No.(as per International Maritime Dangerous Goods Code), the dimension (length, width, height and volume) and approximate weight of the oversize and/or overweight Contract Equipment as well as special requirements and precautions for the transportation and storage of dangerous and/or inflammable goods.
5.5 The maximum weight of each inseparable/integrated Contract Equipment is twenty (20) metric tons while the maximum measurement is 12 x 2.7 x 3 meters. The Seller shall present the Buyer six (6) copies of the sketch for those Contract Equipment beyond the said limits for discuss within _____ months after the Effective Date of the Contract, and only after having the Buyers confirmation can the Seller arrange the production of such Equipment. The Buyer shall confirm it by writings within _____ days after having received the said sketch, otherwise the Seller can start the fabrication.
5.6 Within _____ months after the Effective Date of the Contract, the Seller shall submit to the Buyer the final delivery schedule in six (6) copies, which shall include the following items: Contract No., name and type of Contract Equipment, item No., specification, quantity, name of dangerous and/or inflammable goods and their IMCO No.(as per International Maritime Dangerous Goods Code), the approximate total gross and volume, unit/total price, the dimension (length, width, height and volume), port of Shipment and expected loading date, as well as the overall packing sketch of oversize and/or overweight Contract Equipment
5.7 If any Contract Equipment contains dangerous and/or inflammable items the Seller shall submit an English description in six (6) copies indicating the name, characteristic, special handling and protective measures in case of accidents in respect of such items. The Seller shall instruct the shipping company to indicate in the Bill of Lading the case No./container
5.8 For the Contract Equipment that requires special storage, the Seller shall present English description in six (6) copies stating special precautions in inland transportation and storage.
5.9 Each piece of Contract Equipment shall be shipped in complete set whenever possible. The special tool for Erection, materials and easily worn-out parts shall be dispatched along with the main equipment concerned. In case any Contract Equipment is agreed to be shipped on deck, the Seller shall take special protective measures.
5.10 Not later than _____ days before the readiness for each shipment, the Seller shall notify the Buyer by fax of the following contents:
A. Contract No.;
B. Date of readiness for the shipments;
C. Total volume;
D. Total gross weight/total number of packages;
E. Port of Shipment;
F. Name, total gross weight and measurements of each piece exceeding twenty (20) metric tons in weight or 12 x 2.7 x 3 meters in measurement;
G. Name, weight, IMCO No. (as per International Maritime Dangerous Goods Code) of the dangerous and/or inflammable goods.
In the meantime the Seller shall airmail the following documents in six (6) duplicate copies to the Buyer:
A. The details list of the shipment covering Contract No., item No., name of the Contract Equipment, specification, type, quantity, unit/total price, unit weight, unit/total volume, the overall dimensions of each package (length x width x height), total number of packages and Port of Shipment.
B. Overall packing sketch for each large piece exceeding twenty (20) metric tons in weight or 12 x 2.7 x 3 meters in measurement;
C. Description of any dangerous and/or inflammable goods indicating names, properties, special protective measures and handling methods in case of accident;
D. Description of the special precautions for the Contract Equipment that requires special storage and transportation.
Another duplicate copy of the said documents shall be airmailed to the transportation agent appointed by the Buyer as the basis of arranging inland transportation, loading and unloading of the Contract Equipment.
5.11 The Seller shall be responsible for booking the shipping space and may choose any shipping company from the following list: ______________.
In case the shipping company listed above cannot provide the vessel to meet the shipping requirement under the Contract, the Seller shall charter a vessel from a shipping company with good reputation. The chartered vessel shall not exceed fifteen (15) years of service with a good record of carrying goods and shall be of any flag or nationality acceptable to the governments of two parties countries. If the vessel has been in service for more than fifteen (15) years, old age vessel insurance shall be covered by the Seller at its own cost.
Not later than _____ days before each shipment, the Seller shall notify the Buyer of the information including the name of the proposed vessel, age, nationality, the registered place, owner, shipping line, the shipping route and the estimated date of departure from Port of Shipment and the estimated date of arrival at Port of Unloading for approval. In case no written comment or disapproval is given within _____ days upon the Buyers receipt of the said notification, the proposed vessel shall be deemed as approved.
5.12 Unless otherwise agreed by the Buyer, "shipped on deck" or "transshipment" is not acceptable.
5.13 In order to facilitate the receipt of the Contract Equipment and inland transportation, the Seller shall, within _____ hours after loading, inform the Buyer by fax of the following information: Contract No., name of Contract Equipment, actual loading quantity, total gross weight, total volume, vessel name, completion date of loading or sailing date, the estimated date of arrival at the Port of Unloading. If the actual loading details of large pieces of Contract Equipment are different from those indicated in the Sellers prior notification, the differences shall be stated respectively.
Within _____ days after loading the Contract Equipment, the Seller shall airmail one (1) duplicate copy of the Bill of Lading, manually signed commercial invoice, ex-works quality certificate of origin, certificate or policy of insurance and packing list to the Buyer and the consignee respectively.
5.14 The third party ocean Bill of Lading is not acceptable.
5.15 In case the Seller fail to make delivery in accordance with the final delivery schedule,the Seller shall pay the liquidated damages for late delivery at the following rates:
A. From the first to the fourth week, the liquidated damage shall be ____ percent of the value of the delayed Contract Equipment per week.
B. From the fifth to the eighth week, the liquidated damage shall be ____ percent of the value of the delayed Contract Equipment per week.
C. After the ninth week, the liquidated damage shall be percent of the value of the delayed Contract Equipment per week.
Odd days less than one (1) week shall be counted as one week for calculating the liquidated damage. The total amount of the liquidated damages shall not exceed _____ percent of the total Contract Price. The payment of liquidated damages shall not release the Seller from its obligation to deliver the delayed Contract Equipment.
5.16 The Seller shall effect insurance against all risks, war risk and on deck risk if applicable, with a first class insurance company covering 110% of the invoice value of the Contract Equipment with the Buyer as the beneficiary. The insurance has to be covered in the Contract Currency showing claims payable in China and with no deductible clause.
In case the Contract Equipment are lost and/or damaged in the ocean transportation, the Seller shall assist the Buyer to apply to the insurance company for compensation or lodge claims against the insurance company on behalf of the Buyer and effect, upon the Buyers request, supplementary supply of the same at the original Contract Price.
Chapter 6 Packing and Marking
6.1 Unless otherwise specified in the Contract, the Contract Equipment shall be packed by the Seller in new and wooden cases and necessary measures shall be taken to protect the Contract Equipment from moisture, rain, rust, corrosion, shock and damages according to their different shapes and special features so as to make the Contract Equipment withstand numerous handling, loading and unloading as well as long distance ocean and inland transportation to ensure the Contract Equipment safe arrival at the Working Site without any damage or corrosion.
6.2 The loose accessories in package or bundle shall be labeled by the Seller indicating Contract No., name of main equipment, name of accessories and their position number and accessory number marked on assembling drawings. Spare parts and tools shall be marked with the words "SPARE PARTS" or "TOOLS" besides the above mentioned particulars.
6.3 The Seller shall, on four (4) adjacent sides of each package, mark conspicuously the following items in English with indelible paint:
A. Contract No.;
B. Shipping Mark;
C. Destination;
D. Consignee;
E. Name of Contract Equipment and Item No.;
F. Case No./Bale No.;
G. Gross/Net weight;
H. Measurement (length X width X height in cm).
Should the Contract Equipment weight 2 or more than 2 metric tons, the weight, gravity and hoisting position shall be marked in English and with international trade transportation practice marks illustrative marks on the four adjacent sides of each case so as to facilitate and loading, unloading and handling. In accordance with the characteristics and different requirements in loading, unloading and shipping different equipment, the package shall be conspicuously marked with "HANDLE WITH CARE", "RIGHT SIDE UP", "KEEP DRY", etc, in English and with appropriate international trade practice marks and illustrative marks.
6.4 The following documents shall be enclosed in each package of the Contract Equipment:
A. Two (2) duplicate copies of detailed packing list;
B. Two (2) duplicate copies of quality certificate;
C. One (1) copy of Technical Documentation for relevant Contract Equipment;
D. Two (2) copies of systematic assembling drawings for the machine and parts to be assembled.
6.5 In case of container transportation, the Seller shall examine the conditions of the containers so that only those in good conditions shall be used for delivery of the Contract Equipment. Sufficient shores or chocks shall be provided in order to prevent the Contract Equipment from moving inside the containers. The Seller shall be liable for any damage to the Contract Equipment thus incurred due to the negligence of the Seller.
6.6 If any of the Contract Equipment is damaged or lost due to improper packing and/or inadequate protective measures, the Seller shall be responsible for repair, replacement and/or compensation in accordance with the Contract. If the Contract Equipment are mistransported due to mistake or ambiguousness in package and/or shipping marks, the Seller shall bear additional expenses thus incurred.
6.7 The Seller shall use wooden package free from any insect infestation. Should insect infestation be found in quarantine inspection, the Seller shall bear the cost incurred in fumigation or replacement of package at the Port of Unloading.
Chapter 7 Technical Documentation
7.1 The contents of the Technical Documentation are specified in Appendix 2,3,8 and 9. The Technical Documentation shall be drafted in metric system and be stated and explained in English, unless otherwise provided.
7.2 The Technical Documentation provided by the Seller shall be properly packed to make them withstand numerous handling, long-distance transportation and to be protected against damages from moisture and rain. The surface of each package shall be painted with the following items:
A. Contract No.;
B. Consignee;
C. Destination;
D. Shipping Mark;
E. Gross weight;
F. Case No./Bale No.
Two (2) copies of list indicating series No., code, title and pages of documentation shall be enclosed in each parcel of the Technical Documentation.
7.3 The Technical Documentation provided by the Seller shall be delivered DDU the Destination Airport in lots within _____ months after the Effective Date of the Contract.
7.4 Within _____ hours after dispatching the Technical Documentation, the Seller shall notify the Buyer by fax of the dispatching date, number of parcels, flight No., and approximate gross weight, and submit to the Buyer the following documents:
A. Two (2) copies of airway bill (marked with the Contract number and the consignee);
B. Two (2) copies of detailed list of Technical Documentation. In case of any shortage, loss or damage in respect of the Technical Documentation, the Seller shall effect promptly supplementary delivery of any omitted, lost or damaged part without any charge upon receipt of the Buyers notification.
7.5 The date stamped on the airway bill by the Destination Airport shall be deemed as the actual delivery date of the Technical Documentation.
7.6 The Seller shall deliver the Technical Documentation in accordance with the schedule specified in Appendix 2 and 8. Should the Seller fail to deliver any lot of the Technical Documentation or any part thereof in due time, the Seller shall be penalized for late delivery at the following rates:
A. For the first week, ____ percent of the value of the Technical Documentation per week;
B. From the second to the fourth week, _____ percent of the value of theTechnical Documentation per week;
C. From the fifth week, _____ percent of the value of the Technical Documentation per week.
Odd days less than one (1) weed shall be counted as one week for calculating the liquidated. The aggregated value of the Technical Documentation specified in Article 3.2.2 and Article 3.2.3 including the license fee and design fee shall be taken as the basis for calculating the liquidated damage, despite any portion of Technical Documentation is involved in late delivery. The total amount of liquidated damages paid by the Seller for late delivery of Technical Documentation shall not exceed _____ percent of the Contract Price. The payment of liquidated damages by the Seller shall not release the Seller from its obligation to deliver the delayed Technical Documentation.
Chapter 8 Design and Design Liaison
8.1 Both parties shall carry out and complete design and design liaison in accordance with Appendix 8.
8.2 The scope of design undertaken by either party and submission the Technical Documentation are specified in Appendix8. The documentation submitted by the Buyer shall be taken as the design basis.
8.3 The contents, time schedule, place, cost, the number and qualification of participants of the design liaison meetings are specified in Appendix 8.
8.3.1 Within ______ months from the Effective Date of the Contract, the Seller shall, at its own cost, dispatch its technical personnel to participate in the kick-off meeting and submit to the Buyer before the meeting the relevant documentation including the standards and codes specified in Appendix 9. The Buyer is entitled to put forward its opinions on the submitted standards and codes. The standards and codes shall be decided on the kick-off meeting and be taken as the design basis. During the kick-off meeting, both parties shall sign the kick-off meeting protocol, which shall be taken as the basis of basic design.
8.5 Within _____ months from the Effective Date of the Contract, the Buyer shall, in accordance with Appendix 8, dispatch its technical personnel to the Sellers office to participate in the basic design review meeting. The Seller shall submit the basic design documentation to the Buyer before the meeting as per Appendix 8. The Buyer is entitled to put forward its opinions on the submitted documentation. The Seller shall take the Buyers opinions into consideration and modify its design accordingly. The basic design review meeting protocol shall be signed by both parties through consultation and shall be taken as the basis of detailed design.
8.6 Within _____ months from the Effective Date of the Contract, the Buyer shall dispatch its technical personnel to the Sellers office to participate in the detailed design review meeting during which the detailed design review meeting protocol shall be signed by both parties.
8.7 During the design liaison meetings, the Seller shall assist the Buyers personnel in visiting the factories manufacturing Contract Equipment and answer the questions put forward by the Buyer in connection with the technical matters of the Contract plant.
Chapter 9 Standards and Inspection
9.1 The Seller shall carry out design, selection of materials, manufacture and inspection of the Contract Equipment according to the protocols signed by two parties during design liaison and existing standards and codes of the Sellers country and/or of the Seller itself, which is specified in Appendix 9.
9.2 The Seller or the manufacturer shall inspect the Contract Equipment and issue the ex-works quality certificates as well as pre-delivery inspection records, all expenses involved shall be for the Sellers account. The ex-works quality certificates and pre-delivery inspection records shall be submitted to the Buyer.
9.3 The Buyer is entitled to send its inspectors to the Sellers and/or manufacturers countries to inspect the manufacturing process and quality of the main equipment together with the Sellers inspectors.
The Seller shall notify the Buyer of the inspection date _____ month in advance, The Buyer shall confirm whether it will dispatch the inspectors within _____ days upon receipt of such a notice.
9.4 The main equipment shall be assembled in the presence of the Buyers inspectors. The Buyers inspectors have the right to attend the meetings related to the quality of the Contract Equipment.
9.5 The Seller shall give full considerations to the opinions put forward by the Buyer s inspectors, and shall take necessary measures at its own costs to eliminate the defect or discrepancy, if any, thus a second inspection shall be conducted by the Seller for its own account.
In case the Buyerinspectors are not present in due time not due to the Sellers fault, the Seller has the right to carry out the assembly and the inspection on its own.
9.6 The pre-delivery inspection shall not substitute the inspection of the Contract Equipment at the port of Unloading and/or the Job Site and shall not release the Seller from its guarantee obligations as further specified in the Contract.
9.7 The open-package inspection on the Contract Equipment shall be performed by the Inspection Authorities at the Job Site. The Buyer shall inform the Seller the date of the inspection____ days before the open-package inspection. The Seller may send its representatives at its own expenses to be present in the inspection. If the Sellers representatives are not present in the open-package inspection, the Inspection Authorities have the right to conduct the inspection in their absence.
Should any shortage, defect, damage or other non-conformity with the Contract be found with the delivered Contract Equipment during the open-package inspection, the inspection certificate issued by the Inspection Authorities shall be taken by the Buyer as effective evidence to claim against the Seller
9.8 In case of container transportation, the opening and return of the containers shall not be regarded as the open-package inspection.
9.9 Should Contract Equipment be found defective before the expiration of Warranty Period for any reason, including but not limited to latent defect or the use of unsuitable materials, the Buyer has the right to apply to the Inspection Authorities for inspection and claim against the Seller on the strength of the inspection certificate.
9.10 If the standards and codes specified in the Technical Documentation are found incomplete, the Inspection Authorities will, at their discretion, carry out the inspection according to the current standards of the Buyers country and/or other standards considered suitable by the Inspection Authorities.
Chapter 10 Erection, Test Runs, Commissioning, Performance Test and Acceptance
10.1 The Erection, Test Runs, Commissioning and performance Test of Contract Plant shall be carried out by the Buyer under the technical instruction rendered by the Seller. The scope of the Technical Service is specified in Appendix 4.
10.2 Either Party shall nominate one (1) Site Representative respectively _______ days before the beginning of Erection. Both Parties shall carry out the Erection, Test Runs, Commissioning, Performance Test and Acceptance of the Contract Plant in accordance with Appendix 10, details of which shall be recorded in a log book and signed by Site Representative of the two Parties.
10.3 The Erection shall be conducted and completed within ______ month from the Effective Date of the Contract. When the Erection is completed in accordance with Technical Documentation, both Parties shall sign the certificate for Erection within five (5) days following its completion. The signing date of the said certificate shall be deemed as the completion date of the Erection.
10.4 The Test Runs shall be conducted and completed within _______ month following the completion date of Erection. If the Test Runs has been performed and found in conformity with the Technical Documentation, a certificate for the Test Runs shall be signed by the Site Representative of the two Parties within five (5) days following its completion.
10.5 The Commissioning and Performance Test shall be conducted for no more than ____ times and completed within ____ months following the completion date of Test Runs. Detailed procedures for the Commissioning and Performance Test shall be submitted by the Seller before the completion of Test Runs and be agreed upon by both Parties.
In order to facilitate Commissioning and Performance Test, the Buyer shall, pursuant to Appendix 10, make available maintenance, laboratory and testing facilities and skilled personnel as well as utilities and all raw materials in the specified quantity and quality, and the Seller shall make available qualified technical personnel and adequate spare parts as well as other items specified in Appendix 10.
The Buyer shall take the sample and conduct the analytical test in the presence of the Site Representative of the two Parties. In case the Contract Plant fails to meet the requirements specified in Appendix 10 in Commissioning, both Parties shall make investigations thereon and the party responsible for the fail shall take appropriate measures to eliminate the defects and/or facilitate Commissioning.
10.6 When good and stable operation of the Contract Plant has been achieved in the Commissioning, the two parties fix the starting date for the Performance Test. The period of the Performance Test is _______ days. The Performance Test shall be carried out in accordance with Appendix 10, details of which shall be recorded in the log book and signed by the Site Representatives of the two parties within five (5) days following the completion.
In case all the guarantee indices specified in Appendix 3 are fulfilled in Performance Test, an acceptance certificate for the Contract Plant shall be signed by the Site Representatives of two parties within five (5) days following its completion in four (4) copies, two (2) for each party.
10.7 In case any item does not reach the performance or guarantee indices specified in Appendix 3 in the Performance Test, both parties shall make investigations into the reason for the failure and solve the problem as follows:
10.7.1 In case any of the Performance and guarantee indices are not fulfilled for the reason attributable to the Seller in each Performance Test, the Seller shall take measures to eliminate the defects in the Contract Plant within the period agreed upon both by parties. All cost involved, including but not limited to the working hour cost, equipment and raw material cost, freight and insurance premium involved in delivery to and/or from the Job Site as well as the technical service for the Sellers personnel, shall be borne to the Seller.
After the defects have been eliminated, additional performance Test shall be carried out as soon as possible in accordance with Appendix 10. But the opportunity of Performance Test for the Seller is limited to three times. In case any of the performance or guarantee indices are not fulfilled in its third opportunity for Performance Test for the reason attributable to the Seller, the Buyer has the right to claim against the Seller for liquidated damage in accordance with the provisions of Appendix 10. The liquidated damages will not apply unless or until the results of the last Performance Test show that the Contract Plant reach the minimum level of the technical performance and guarantee indices specified in Appendix 10.
After acceptance of liquidated damages, the Buyer shall sign the Acceptance certificate for the Contract Plant in one (1) original and one (1) duplicate. Nevertheless, the Seller shall make the Contract Plant reach the technical performance and guarantee indices specified in Appendix 3. The payment of liquidated damages shall not release the Seller from its obligation in the Warranty Period.
10.7.2 In case the failure in the Performance Test is for the reason attributable to the Buyer, the Seller shall assist the Buyer in arranging another Performance Test. All the costs thus incurred shall be for the Buyers account.
In case performance and the guarantee indices cannot be reached for the reason attributable to the Buyer in another Performance Test, the Contract Plant has to be accepted by the Buyer and an acceptance certificate shall be signed by the Site Representatives of the two Parties within five (5) days after the completion of the Performance Test. However, the Seller shall assist the Buyer in taking necessary measures to make the Contract Plant reach the performance and guarantee indices. All costs thus incurred including additional technical service fee shall be for the Buyers account.
10.8 In case the Test Runs and/or Commissioning and/or the Performance Test are delayed and/or additional cost arises in other circumstances for the reason attributable to the Seller, the Buyer has the right to claim for damages and losses thus incurred.
If no Performance Test is conducted for the reason attributable to the Buyer months from the date of Bill of Lading covering the fast shipment, the Contract Plant is deemed to have been accepted by the Buyer. However, the Seller shall assist the Buyer in starting up and operating the Contract Plant within the scope and the amount of Technical Service specified in Appendix 4.
10.9 The Acceptance of the Contract Plant shall not release the Seller from his warranty for the Contract Plant.
Chapter 11 Guarantee and Warranty
11.1 The Seller guarantees that the Contract Plant shall be in safe and stable operation, and qualified Contract Products as specified in Appendix 3 can be produced in the Contract Plant.
11.2 The Seller guarantees that it is the legitimate owner and/or holder of the licensed know-how and/or patent and has the right to grant the license thereof to the Buyer.
In case the Buyer is accused of illegal exploitation or infringement of such know-how and/or patent and/or other intellectual property rights within licensed territory, the Buyer shall give the Seller a notice and the Seller shall take up the matter with the third party at its own cost in the Buyers name and with the Buyers assistance and indemnify the Buyer for any costs, compensations or damages arising there from.
11.3 The Seller guarantees that the licensed know-how and/or patent shall be well developed and industrialized and be exploitable in accordance with the Technical Documentation specified in Appendix 2.
11.4 The Seller guarantees that the Contract Equipment shall be completely new, advanced in technology and superior in quality, free from any defect in design, material and workmanship, in conformity with Appendix 3 and suitable for the use and purpose under the Contract.
The Seller guarantees that the use of Contract Equipment and/or manufacture and sale of Contract Product in the licensed territory is free from any infringement claim raised by a third party. In case the Buyer is accused of illegal exploitation or infringement of any know-how and/or patent and/or other intellectual property rights arising from the use of the Contract Equipment and/or manufacture and sale of Contract Product in the licensed territory, the Buyer shall give the Seller a notice and the Seller shall take up the matter with the third party at its own cost in the Buyers name and with the Buyers assistance and indemnify the Buyer for any costs, compensations or damages arising therefrom.
11.5 The Seller guarantees that the Technical Documentation shall be complete, clear and correct so as to meet the requirements of design, inspection, Erection, Test Runs, Commissioning, Performance Test, operation and maintenance of Contract Plant.
11.6 The Seller guarantees that qualified technical personnel shall be dispatched in due time to provide professional, correct and efficient Technical Service and Technical Training.
11.7 The Warranty Period of the Contract Plant shall be ________months from the date of Acceptance of the Contract Plant. The warranty for the Contract Plant is specified in Appendix 3. In case the Contract Plant is found defective in the Warranty Period for the reason attributable to the Seller, the Seller shall promptly repair or replace the defective equipment upon receipt of the Buyers notification. The Warranty Period for the repaired or substitute equipment shall be recalculated upon acceptance by the Buyer.
During the Warranty Period, if the operation of the Contract Plant has to be stopped for the reason attributable to the Seller, the Warranty Period shall be prolonged accordingly. At the expiration of the Warranty Period, the Buyer shall issue a certificate for the expiration of the Warranty Period of the Contract Plant in one (1) original and one (1) duplicate copy.
Chapter 12 Improvement and Grant-back
12.1 In case any improvement is made by the Seller on the licensed patent and/or know-how within the validity period of the Contract, the Seller shall grant the Buyer license to use such improvements without any charge. The Seller shall, if necessary, render technical assistance so that the improvements can be put into practice in the Contract Plant. All the costs incurred in the technical assistance shall be borne by the Buyer pursuant to terms and conditions specified in Appendix 4.
12.2 The Buyer is entitled to make any improvements on the licensed patent and/or know-how in the exploitation thereof. In such case, the Buyer shall inform the Seller and grant-back such improvements royalty-free to the Seller. Any such improvements shall be the exclusive property of the Buyer.
12.3 Either Party is obliged to keep the improvement granted by the other party confidential and promise not to sub-license it to any third party.
Chapter 13 Confidentiality
13.1 Within ____years after the Effective Date of this Contract, either Party is obliged to take proper measures to keep the know-how and related Technical Documentation strictly confidential from any third Party except those who are engaged in the performance of the Contract. However, they are subject to the same confidential obligation.
13.2 Either Party shall keep confidential the trade secrets which it and/or its technical personnel may obtain or be accessible to in the course of performing the Contract and shall not make use of or disclose such information without prior written consent given by the other Party.
13.3 The confidential obligation shall not apply to the information which:
A. now or hereafter enters the public domain;
B. can be proved to have been in the possession of either party at the time of disclosure and which was not previously obtained, directly or indirectly, from the other party hereto;
C. lawfully becomes available to either party from a third party under no obligation of confidentiality.
Chapter 14 Claim
14.1 In case the Seller fails in performing any of its obligation under the contract during the design, manufacture, inspection, Erection, Test Runs, Commissioning, Performance Test and Warranty Period, the Buyer has the right to lodge claims against the Seller for the following remedies:
14.1.1 Repair the defective Contract Equipment or eliminate the defects or discrepancies of the Contract Equipment at the Sellers expenses. In case the Seller fails to dispatch his personnel to the Job Site, the Buyer has the right to eliminate the defects or discrepancies by itself for the Sellers account.
14.1.2 Replace the defective Contract Equipment or Technical Documentation in error with new one or supplement the omitted Contract Equipment or Technical Documentation at the Sellers expenses and the Seller shall warrant the quality of the substitute equipment in a newly calculated Warranty Period. The substitute and/or supplemented equipment shall be delivered to the Job Site at the Sellers cost and risk, and the equipment in urgent need shall be airborne to the Job Site.
14.1.3 Devalue the Contract Equipment according to the degree of inferiority, extent of damage and amount of losses suffered by the Buyer.
14.1.4 Compensate for other losses and damages arising out of the Sellers default.
14.2 The claim notice shall be effective if it is issued not later than thirty (30) days from the expiration of the Warranty Period.
14.3 In case the Seller fails to reply within fourteen (14) days upon receipt of the Buyers claim, the claim shall be regarded as being accepted by the Seller.
Chapter 15 Cacellation
15.1 The Buyer may, without prejudice to any other remedy for the Sellers following breach of contract, by written notice of default sent to the Seller, cancel the Contract in whole or in part, if the Seller
A. fails to deliver the Contract Equipment and/or Technical Documentation within days after the scheduled delivery time; or
B. fails to make the Contract Plant reach the minimum level of the technical performance and guarantee indices specified in Appendix 10; or
C. fails to perform any other obligations under the Contract except minor parts thereof, and does not remedy its failure within a period of _______days upon receipt of the default notice from the Buyer.
15.2 Either party may at any time cancel the Contract, by giving written notice to the other party in case the other party becomes bankrupt or insolvent. Such cancellation shall not prejudice or affect any other available remedy.
15.3 In the event the Buyer cancels the Contract in whole or in part, the Buyer may procure upon appropriate terms, the equipment, documents and/or the service similar to those undelivered and/or unperformed, and the Seller shall be liable for any excess costs. Nevertheless, the Seller shall continue performance of the Contract to the extent not cancelled.
Chapter 16 Force Majeure
16.1 Should either party be prevented from performing any of its obligations under this Contract due to the event of Force Majeure, such as war, serious fire, typhoon, earthquake, flood and any other events which could not be expected, avoided and overcome, the affected party shall notify the other party of occurrence of such an event by fax and send by registered airmail a certificate issued by competent authorities or agency confirming the event of the Force Majeure within fourteen (14) days following its occurrence.
16.2 The affected party shall not be liable for any delay or failure in performing any of its obligations due to the event of Force Majeure. However, the affected party shall inform the other party by fax the termination or elimination of the event of Force Majeure as soon as possible.
16.3 Both Parties shall proceed with their obligations immediately upon the cease of the event of Force Majeure or the removal of the effects and the term of the Contract shall be extended correspondingly. Should the effect of the event of Force Majeure last for more than one hundred and twenty (120) days, either party has the right to terminate the Contract by a written notice.
Chapter 17 Taxes and Duties
17.1 All taxes and duties in connection with and in the performance of the Contract levied by Chinese government on the Buyer in accordance with the tax laws of PRC shall be borne by the Buyer.
17.2 All taxes and duties levied by Chinese government on the Seller, in connection with and in the performance of the Contract, according to Chinese tax laws and the agreement between the government of the Peoples Republic of China and the government of the Sellers country for the reciprocal avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income, shall be borne by the Seller.
The Buyer is legally obliged to withhold, as required by Chinese tax laws, certain amount of taxes pro rata each taxable payment under this Contract and pay them to the relevant Chinese tax authorities. Upon receipt of the tax receipts issued by the relevant Chinese tax authorities for the aforesaid withholding taxes, the Buyer shall forward to the Seller without undur delay.
17.3 All taxed and duties arising outside PRC in connection with and in performance of the Contract shall be borne by the Seller
Chapter 18 Arbitration
18.1 Any dispute arising from or in connection with this Contract shall be submitted to China International Economic and Trade Arbitration Commission ,Shenzhen Commission for arbitration which shall be conducted in accordance with the Commissions arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties and the applicable law is the material law of P.R.C.
18.2 Notwithstanding any reference to arbitration, both Parties shall continue to perform their respective obligations under the Contract unless otherwise agreed.
Chapter 19 Effectiveness of the Contract and Miscellaneous
19.1 After the Contract is signed by the authorized representatives, each Party shall apply to its respective authorities for ratification if required to do so and shall make effort to obtain the approval from the respective authorities within (30) days after the signature of the Contract. Each Party shall notify the other promptly in writing of the date of ratification and the Contract becomes effective on the later date of ratification.
19.2 The validity period of the Contract is ____years. Any unsettled credit and debt under the Contract shall not be affected by the expiration of the Contract. The debtor shall effect its obligation of reimbursement to the creditor.
The Contract is made in two counterparts each in Chinese and English, each of which shall deemed equally authentic. The Contract is in four (4) originals, two (2) for the Buyer and two (2) for the Seller.
19.4 Appendices to the Contract are integral parts of the Contract and shall have the same legal force as the text of Contract itself. In case of discrepancy between the text of the Contract and Appendices, the text of the Contract shall prevail.
19.5 All amendments, supplements and alterations to the terms and conditions of the Contract shall be made in written form and signed by the authorized representatives.
19.6 Unless otherwise specified in the Contract, the terms and conditions of the Contract shall be interpreted in accordance with ICC International Rules for the Interpretation of Trade Terms (INCOTERM 2000 Edition) and ICC Uniform Customs and Practice for Documentary Credits (UCP 500).
19.7 No assignment of any right or obligation under the Contract shall be made by either party to a third party without the previous written consent of the other party.
19.8 The communication between the two Parties shall be conducted in written form. The faxes concerning the important matters shall be confirmed in due time by registered or express mail.
Seller :__________________________________________________.
Address :________________________________________________.
Post Code :_______________________________________________.
Telephone :_______________________________________________.
Fax :____________________________________________________.
E-mail:__________________________________________________.
Authorized Representative signature :__________________________.
Signing Date :_____________________________________________.
Buyer :__________________________________________________.
Address :_________________________________________________.
Post Code :_______________________________________________.
Telephone :_______________________________________________.
Fax :____________________________________________________.
E-mail:__________________________________________________.
Authorized Representative signature :__________________________.
Signing Date :_____________________________________________.
Appendix 4 The Contents of Technical Service and Treatment of the Sellers Technical Personnel
1. For the purpose of smooth construction of the Contract plant, the Seller shall dispatch skilled, healthy and competent technical personnel to the Job Site for Technical Service. If necessary, two Parties may adjust any items specified herein according to the master schedule of the Contract Plant through discussion.
2. Two (2) months before departure of the Sellers technical personnel for the Job Site, the Seller shall notify the Buyer of the information including their name, sex, date of birth, nationality, passport No., specialty, qualification, occupation, working place and foreign language ability for the Buyers assistance and confirmation. The Seller shall within seven (7) days before their departure, notify the Buyer of the information, including their names, exact date of departure, flight No., exact arrival date, pieces and weight of luggage.
3. The Seller shall appoint one (1) of the its technical personnel as the Site Representative in order to solve the technical problems related to the Contract Plant.
4. A general working schedule and a monthly plan shall be negotiated and agreed upon by the Site Representatives of both Parties after the arrival of the Sellers technical personnel at the Job Site. Any revision to the working schedule shall be made by the Site Representatives of both Parties through consultations. The Sellers technical personnel shall carry out their work according to the agreed working schedule.
5. In the period of Erection, Test Runs, Commissioning, Performance Test, operation, and maintenance of the Contract Plant, the Sellers technical personnel shall explain in detail the Technical Documentation, give necessary demonstrations and answer technical questions raised by the Buyer.
6. The Sellers technical personnel shall work forty (40) hours per week (work five (5) days per week and eight (8) hours per day). The daily starting and closing time shall be pursuant to the regulations of the Job Site. All Saturdays, Sundays and official holidays of PRC shall be holidays without salary for the Sellers technical personnel.
If overtime work is needed, mutual agreement shall be reached in advance between the Site Representatives of both Parties. The extra working time beyond eight (8) hours on normal working day, or the working hours on Saturdays, Sundays and on the official holidays shall be regarded as overtime. However, the working hours of the Sellers technical personnel on shifts over forty (40) hours per week during the period of Commissioning and Performance and Performance Test of the Contract Plant shall not be regarded as overtime. The compensation days for working overtime shall be arranged without undue delay after the overtime work, otherwise one hour of overtime shall be recorded as one one and half hours (1.5) in the time sheet. The technical personnel shall be permitted to take one-day leave in case of overtime work in excess of six (6) hours.
7. The actual working hours and overtime hours of the Sellers technical personnel shall be recorded per day in the time sheets in duplicate and signed by the Site Representatives of both Parties. The time sheet shall be the basis for calculating the Technical Service fee and overtime fee of the Sellers technical personnel. The Buyer shall pay the Sellers technical personnel a daily Technical Service fee at the following rate:
Site Representative US$ ___________ per man/day
Chief engineer US$ ___________ per man/day
Engineer US$ ___________ per man/day
Technician US$ ___________ per man/day
8. If any of the Sellers technical personnel is absent from work, the Buyer shall not pay the technical service fee for the period of absence. The Buyer shall not sign the time sheets for the additional working hours the Sellers personnel spend due to the reason attributable to the Seller.
9. The Technical Service fee shall be settled every ______months in accordance with the time sheets signed by the Site Representatives of the two Parties.
10. The progress of work, the main work done every day, all problems arising or the accident and the solution shall be recorded in the log book written in both Chinese and English languages in duplicate and signed daily by the Site Representatives of both Parties, one for each party.
11. The Buyer shall assist the Sellers technical personnel in arranging the formalities for their entrance in, stay in and departure from China. All expenses involved shall be borne by the Seller.
12. The Buyer shall assist the Sellers technical personnel to arrange formalities for import and export proper amount of living effects as well as technical documentation, tools and instru- mentation necessary for the Technical Service in accordance with the regulations of the customs of PRC for the Sellers account. The Seller shall inform the Buyer in advance of the denomination, specification, quantity, weight, airway bill No., value and date of import and export of the above mentioned effects.
13. The Buyer shall, at the Sellers cost, make it available to the Sellers personnel the meals, bedroom furnished with necessary furniture and toilet, office, safety wear, necessary working tools, traffic facilities, interpreters at the Job Site. 14. Miscellaneous
14.1 In case any of the technical personnel is considered insufficiently qualified, the Buyer has the right to request the Seller to replace him. All the costs for the replacement shall be borne by the Seller.
14.2 The Seller may replace his technical personnel at its own cost and with the Buyers consent provided that the technical service on the Job Site is not affected. The Buyer shall pay Technical Service fee for one person even if both of them are present at the Job Site.
14.3 The Sellers technical personnel shall observe the laws and regulations of PRC and the rules of the Job Site during their stay in China.
Appendix 5 The Contents of Technical Training and the Treatment for the Buyers Technical Personnel
1. The Seller agrees to receive up to ____ of the Buyers technical personnel for Technical Training for ____days including round trip traveling days in its factories.
2. In the course of the Technical Training, the Seller shall designate its skilled and qualified technical personnel to render technical instructions to the Buyers technical personnel and explain all the technical issues the Buyers technical personnel may confront in performance of the Contract.
3. The Seller shall submit the preliminary training program to the Buyer for confirmation three (3) months before the training starts. One (1) month before the training, the Buyer shall inform the Seller of the trainees name, sex, birth date, nationality, occupation and specialty. The final training program shall be fixed by both Parties through consultations according to the actual need of the Buyers technical personnel.
4. The Seller shall ensure the Buyers technical personnel be trained at different posts in the above mentioned plants to enable them to understand and master the technology, operation, inspection, repairing and maintenance of the Contract Plant. Before the training starts, the Seller shall explain in detail to the trainees the operating regulations and precautions for work.
5. The Seller shall provide the Buyers technical personnel free of charge with test instruments, tools, technical documentation, drawings, reference date, working clothes, safety wear and other necessities as well as suitable office rooms during their training
6. The Seller shall provide the Buyers technical personnel with accommodation, meals and traffic facilities at the Buyers cost.
7. The Seller shall assist the Buyers technical personnel in dealing with all formalities of obtaining visas for entry and exit as well as their stay in the Sellers country.
Appendix 11 The Specimen of Irrevocable Letter of Guarantee for Advance Payment Issued By the Sellers Bank
Issuing Date :__________ .
Beneficiary :___________
Address :______________ Post Code :____________
Subject: Our Irrevocable Letter of Guarantee No._______
With reference to Contract No.________ (hereinafter referred to as "the Contract") signed between your company and_________(hereinafter referred to as "the Seller") dated _________, covering the sale to you of ________ (plant or project name), with a total Contract price of ________(say: ________only), we, at the request of the
Seller, hereby open this Irrevocable Letter of Guarantee, in your favor to the extent of ______(say: _________only) plus interest and undertake with you as follows:
In the event of your notification that the Seller fails to deliver the Goods and/or Technical Documentation under the Contract, partially or wholly, we shall, within five (5)
working days following receipt of your first written notice, notwithstanding any objection by the Seller, pay you unconditionally an amount up to ___________(say ________only) together with the interests at the rate of ____________%(_______percent) per annum counting from the date of your payment of the advance payment up to the actual date of our payment to you.Our liability under this Letter of Guarantee shall be reduced automatically and proportionally according to the invoiced value of each delivery actually made by the Seller and accepted by you.
This Letter of Guarantee shall come into force upon its issuing date and shall remain valid until sixty (60) days after the date of Bill of Lading of the last shipment. The Letter of Guarantee shall become automatically null and void upon its expiration regardless of whether it is returned to us or not.
_______________________________
(Name of the issuing Bank)
By:_____________________________
(Printed name and designation) (Official seal)
Appendix 12 The Specimen of Irrevocable Letter Of Guarantee
Issued By the Buyers Bank
Issuing Date : ___________________.
Address :_______________________.Post Code :_______________.
Subject: Our Irrevocable Letter of Guarantee No. ____________.
With reference to Contract No._________(hereinafter referred to as "the Contract") signed between your company (hereinafter referred to as "the Seller") and_______________(hereinafter referred to as"the Buyer") dated ______concerning the purchase from you of___________(project or plant name) with a total Contract price of_________(say _________only), we, at the request of the Buyer, hereby issue our Irrevocable Letter of Guarantee No. ____________in your favor to the extent of__________(say: ___________only) equal to________%(___________percent) of the total Contract Price, and guarantee that the payments shall be made by the Buyer according to the terms and conditions of the Contract and hereby undertake with you as follows:
In case you fulfill the specified contractual obligations and provide the documents pursuant to Article _____,_____,_____found in order by the Buyer, and the Buyer fails to pay the amounts specified in Article ______,_____,______of the Contract wholly or partially, we shall, within seven (7) working days upon receipt of your written notice, invoices and other proven documents as presented by you covering outstanding amount of claim, pay you the relevant amounts plus interest plus interest at the rate of _____% (_____percent) per annum, unless the Buyer can prove that the presented documents are not in conformity with the provision of the Contract.
In case of confirmation by the Buyer that liquidated damage, compensation and liquidated damage should be paid by you according to the provisions of the Contract, the Buyer shall be entitled to deduct such amount from may of the above payment as specified in the Contract.
The Letter of Guarantee shall become effective upon its issuing date and shall remain valid until ______________.
Our liability under this Letter of Guarantee shall be automatically deceased pro rata upon payments made by the Buyer or us.
This Letter of Guarantee should be returned to our bank after its expiration.
___________________
(Name of the issuing Bank)
By:____________________
(Printed name and designation)
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