国际技术转加设备进口合
鉴：
方中国_________公司办公址中国_________（简称转方）方_________公司办公址_________（简称转方）
转方拥制造_________设备专技术资格转述技术
转方权意转方许述专技术_________厂_________公司购买许活动必需合材料合设备_________厂进行许制造活动_________公司_________厂分承担合中义务
转方希转方专技术中华民国_________厂制造_________设备
转方希转方购买合材料模块该模块制造元部件组成购买合设备转方_________厂制造_________设备
转方应断履行购买订单形式协议转方购买合材料
该购买订单应服合关合材料条件条款
双方授权代表通友协商达成协议特证
第章 定义
1．1 辅配件指量商购买材料包括易耗品_________系统安装系统配套关元部件_________厂转方提供
1．2 合设备指附件十二中规定转方售转方测试生产设备
1．3 合工厂指转方转方提供技术文件专技术制造合产品唯点中国_________厂
1．4 合材料指固定网络设备转方软件辅配件
1．5 合产品指合材料制成整机测试销售终户合产品进步定义见附件a
1．6 终户指合产品购买者
1．7 固定网络设备指附件b中规定材料_________系统部分
1．8 模块指合附件b中规定_________设备子机转方售转方制成合产品元部件
1．9 专模块指制造合产品元部件组件
1．10 专资料指合条款规定资料包括软件目标代码源码测试设备计算机程序技术支持转方_________专技术相关文件数材料指转方公开业务商业金融计划资料专资料均转方标明_________注册秘密专证明属高级机密类标明_________保密专证明属初级机密类
1．11 专权利指专利版权专技术商业秘密商标知识产权指合终止期满前产生专权利软件著作转方否获专利享版权已注册
1．12 软件指合产品配目标码计算机程序合设备配套测试源码计算机程序认形式提供需中间处理处理机编制软件均附件十a十b中规定软件许证转方许_________厂
1．13 技术支持服务指合附件三四中规定合设备合材料合产品制造检验调试操作关职方面转方合工厂员提供技术咨询技术指导
1．14 技术文件指合附件二中规定合设备操作维护调试检验关合产品制造关技术指标图纸说明数文件
1．15 技术培训指转方转方工厂合工厂合产品制造检验调试操作合设备安装调试操作维护合工厂员进行培训具体培训容求详见合附件四
1．16 专技术技术诀窍指合材料合设备关相应知识验该知识验转时生产中专技术转方技术文件技术支持技术培训形式合工厂提供
1．17 验收标准指技术文件中规定限定合设备性标准
1．18 合指许证合附件
第二章 合范围
2．1 转方意转方转制造合产品专技术技术文件合产品制造合附件十中说明分二三四五阶段实施转方意合工厂确认销售时技术合作阶段技术合作等级制造合产品需合设备合工厂需合设备目录见合附件c
2．2 转方予转方许证权利转方技术文件专技术制造合产品／销售形成合产品合产品销售限中华民国_________制式国家列国家区外：_________
合许证均含提成（附件九中规定软件许证免提成外）非独占转转售
2．3 转方负责合规定转方提供合材料合设备关技术文件专技术
2．4 转方负责派遣技术员华提供技术支持服务合设备进行验收
2．5 转方应努力满足合工厂技术员求述技术员掌握1．15条中确定技术培训
2．6 非转方书面意增场否转方合工厂进行许合产品制造工作
2．7 转方意转方出售专模块转方转方授权仅旨制造完整合产品转方意述专模块进行述制造工作转方合特许生产模块外转方应转方购买转方求专模块
2．8 事先转方书面意修改改变转方许合材料合产品专资料利专资料质量保证控制标准化转方意转方支付工程费审批改变改进容转方意予转方许证制造委托制造销售应转方改变改进合材料生产产品转方意转方提供关改变改进足够文件转方改变改进样包括转方产品中费转方支付
2．9 事先未方书面意方均应渡合合中予权利然履行转方合中义务转方分公司联营公司／附属公司服务
第三章 合价格
3．1 转方根合第二章规定容范围转方支付合总价提成费美元计价第3．2条款中列价格第二三四五阶段费合设备价格详见附件十二辅配件预算性报价见附件b仅供参考实际价格调整应次订货前双方讨
3．2 费：
合总价_________
技术转费_________
合设备价格：测试设备_________加工设备工具_________培训设备_________合设备软件许证费_________
技术文件费：
设备手册_________加工资料_________
技术培训费：
设备操作_________加工_________系统_________
技术支持服务费：设备操作_________加工_________
合设备合材料价格c．f．r．（1990年国际商会贸易术语解释通定义）_________机场
技术文件费c．i．f（1990年国际商会贸易术语解释通定义）_________机场
合材料价格包括合总价中
3．3 提成费
合阶段合材料（辅配件外）价格提取提成费五阶段提成费分
：阶段_________阶段二_________阶段三_________阶段四_________阶段五_________
3．4 模块价格
转方意销售模块合工厂制造固定网络设备模块价格修改新模块价格应合双方商定
第四章 付款条件
4．1 合中规定切费均美元计价合中阶段均该阶段开始日付款阶段开始日定义见合第17．2条
4．2 合第三章中规定合总价列条款转方付转方：
4．2．1 合设备：转方收转方合设备货物发运通知应预计发运日期前30天全电开形式通中国_________银行_________开具撤销转信证该信证格式双方商定见附件十三金额美元计该货运总价百分百（100％）该信证中国_________银行负义务受益转方支付款项效期截止双方合第9．1条规定签署验收合格证30天转方收货运单信证付款：
a转方发运货物转方银行收转方列单审核误迟30天支付金额90％
1）全套清洁空运提单正份副四份标明c．f．r．_________机场根合第
6．3款标明运费预付合号运输唛头注明通知目港中国外贸运输总公司
2）金额合设备价格总价形式发票六份
3）金额合设备价格90％商业发票正六份
4）期汇票式两份
5）详细包装清单式六份
6）原产证明式两份
b转方银行收转方列单审核误迟三十天支付金额10％
1）商业发票正式六份
2）双方代表合第9．1条规定签署验收证明正份
3）期汇票式两份
4．2．2 五阶段技术转费技术文件费技术培训费技术支持服务费技术转费技术文件费技术培训费技术支持服务费均美元电汇通中国_________银行_________银行分行支付根合第13．2条切应转方中华民国缴纳税应转方预扣代表转方关税务机构缴纳付款收应立传真邮寄转方章列费列例支付：
a合生效30天转方收列单转方全电开方式转方支付
15％技术转费技术文件费技术培训费技术支持服务费外转方应提供转方受益保函正副份格式见附件十四金额述费15％阶段预定技术培训课程结束保函失效
1）转方国家关局出具效出口许证影印份转方关局出具信函份声明需出口许证
2）金额述费15％商业发票六份
b阶段2开始30天收金额述费25％商业发票六份全套标运费预付合号运输唛头仅支付技术文件费空运提单转方全电开方式转方支付25％技术转费技术文件费技术培训费技术支持服务费
c阶段3开始30天收金额述费25％商业发票六份全套标运费预付合号运输唛头仅支付技术文件费空运提单转方全电开方式转方支付25％技术文件费技术培训费技术支持费
d阶段4开始30天收金额述费25％商业发票六份全套标运费预付合号运输唛头仅支付技术文件费空运提单转方全电开方式转方支付25％技术转费技术文件费技术培训费技术支持服务费
e阶段5开始30天收金额述费10％商业发票六份全套标运费预付合号运输唛头仅支付技术文件费空运提单转方全电开方式转方支付20％技术转费技术文件费技术培训费技术支持服务费外转
方应提供转方受益金额述费10％撤销保函正副份格式见附件十四阶段五合产品终验收合格保函失效
4．2．3 合设备软件许证费：合设备软件许证费总额应迟合设备第次预计装运前30天电汇支付
4．3 提成费转方五阶段签订合材料购买订单迟30天转方电汇支付提成费合材料费发票单独开具
4．4 转方c．i．f条件发运货物转方意外国保险公司出具金额货运值110％投保切险行保险证明应足够保险证保险期截止货物运抵中华民国_________机场
4．5 转方应断履行购买订单转方购买合材料转方转方购买合材料付款条件合第4．2．1规定关合材料验收合格证规定见合第9．2条第4．2．1．b．2述验收合格证参见第9．1条应参见第9．2条
第五章 交付方式
5．1 技术文件
5．1．1 转方cif中国_________机场转方交付合附件二规定技术文件
5．1．2 技术文件达中国_________机场该技术文件权损失风险转方转移转方
5．1．3 _________机场技术文件空运提单盖日期戳技术资料实际交付日期
5．1．4 批技术文件发运前星期转方应合号预计启运日期概包数概重量电传传真通知转方批技术文件发运48时转方应合号发运日期空运提单号包（件）数量重量电传传真通知转方转方指定中国境陆货运公司批技术文件发运两工作日列单dhｌ快件寄转方合工厂：两份技术文件空运提单两份技术文件装箱单
5．1．5 转方提供转方技术文件英文写
5．1．6 转方提供转方技术文件合附件二检验
5．1．7 转方提供转方文件丢失损坏／完整转方收转方书面通知30天免费技术文件重寄补发转方
5．1．8 转方提供转方技术文件应装适长途运输次转运具防潮防雨保护措施包装箱
5．1．9 包技术文件包装封面应醒目英文印刷体标明容：
a目
b合号
c收货代号
d唛头
e重量（公斤）
f箱号／件号
5．1．10 包技术文件中应两份装箱单
5．1．11 附件二中规定合材料技术文件合设备技术文件转方分交付转方
5．1．12 阶段预定培训日期前30天转方转方发运该阶段技术文件式两份
5．2 合设备合材料
5．2．1 合附件十二中规定合设备附件b中规定合材料转方交付交付条件c．f．r机场目中国_________机场
5．2．2 合生效日起两月转方应初步装运计划包括合号项号货物名称种类规格数量单价总价概总体积装运日期批次装运港（机场）等尺寸（长宽高体积）式六份寄转方果超宽超重合设备易燃危险合设备应超重合设备概重量易燃危险合设备运输存放中特殊求应采取预防措施式六份寄转方
分割成套合设备套重量_________公吨尺寸_________立方米迟首批设备装运前3月转方应更改合设备装运计划式七份提交转方包括合号发运号项号货物名称规格数量单价总价件概毛重净重件概尺寸（长×宽×高）体积批货物装运港（机场）装运
预计日期重量超_________公吨尺寸超_________立方米超超重合设备包装草图装运危险合设备时应采取预防措施式七份
5．2．3 海运（空运）提单日期合设备合材料实际交付日期
5．2．4 根合第5．2．1款转方转方指定港口（机场）合设备合材料装转方指定运输工具转方合设备合材料转交转方指定承运合设备合材料损失风险权立转方转移转方
5．2．5 次装运前转方应电传传真电报快列容通知转方：
a合号
b目
c货物准备绪日期
d总体积
e总毛重
f总件数
g装运港（机场）
h件重量超_________公吨尺寸超_________立方米合设备合材料总毛重体积名称
时转方航空信传真快件电传列票交转方式六份
a件重量超_________公吨尺寸超_________立方米装运草图
b危险合设备合材料说明包括名称特性特保护措施处置办法
c运输程中温度湿度震动等特殊求合设备合材料采取特殊预防措施说明
转方应列单副提交目港中国外贸易运输总公司
5．2．6 转方应批合设备合材料完全装承运工具前四十八时合号商品名数量尺寸毛重发票预计达日期电传电报通知转方发运前转方负责办理货物保险转方未时通知致货物未时投保产生损失均转方承担系危险品（例易爆材料）转方应性质搬运方法电告转方目港中国外贸运输总公司
第六章 包装唛头
6．1 运合设备合材料必须包装坚固适合选长途运输方式次搬运装卸确保合设备合材料运输程中安全损需根合设备合材料中货物性求采取合理保护措施防潮防锈防震防腐蚀转方转方承认合设备合材料精密电子组成力保证货物防雨防热防湿防震保护
转方求提供长途海运包装防护陆运输存放包装转方应提供包装费加转方包装负责包装慎导致锈损负责
6．2 转方应包散装附件标合号合设备合材料机名附件名安装图附件位置号附件号备件工具易损件部件述标识基础应标备件工具易损件字样
6．3 合设备合材料包装箱相邻四面转方应印刷标签醒目印刷体英文字标出列容：
a合号
b唛头：目中华民国_________唛头：_________
c目
d收货代号
e装箱单号
f毛重／净重（公斤）
g箱号／件号
h尺寸（长×宽×高英寸／厘米）
i合设备名称项号
果合设备合材料重量等2公吨重心位置起重位置应英文标出采国际贸易中通适运输标志图案标包装箱两侧便装卸搬运
根合设备合材料特点装卸运输程中求应包装醒目英文国
际贸易惯例中规定适符号示意图标心轻放箭头保持干燥等字样
6．4 包装合设备合材料应金属标牌标出述容装甲板运输件货物应提供充分支撑防震缓措施
6．5 合设备件包装箱应装单：
a质量合格证书式两份
b详细装箱单式两份
c必须进行组装合设备部件应两份详细组装图
6．6 件合材料包装箱应附详细装箱单两份质量证明两份
第七章 技术服务技术培训
7．1 转方应派遣熟练健康力员合工厂根合规定提供现场技术支持服务中国提供技术支持服务数专业务容期限详见合附件三转方声明技术支持服务技术培训足够培训转技术员制造合产品
7．2 转方技术支持服务员提供出入境签证方便华工作方便转方技术支持服务员华遇见合附件三
7．3 转方技术支持服务员华支持服务期间应遵守中华民国法律遵守合工厂规章制度
7．4 转方权派遣技术员操作工转方相关工厂培训培训数专业容时间求详见合附件四
7．5 转方应转方培训员提供出入境签证方便培训条件培训员转方国家遇详见合附件四
第八章 初步检验初步验收
8．1 转方努力保证合中转方提供合设备合产品制造检验规定实施
8．2 转方提供合设备转方应转方提供保证声明书合材料保证见合第十章
8．3 合生效日起三月相关阶段开始三月转方应通知转方相关阶段检验测试设备初步计划提前月通知转方检验测试确切日期转方权费派遣_________期_________天转方工厂观合材料检验测试解设备包装情况述检验应严重影响正常生产
发现合设备合材料质量符合合规定标准发现包装转方员权表明意见转方应予充分考虑采取必措施保证设备质量
转方员应会签质量证书转方员参质量检验免合规
定转方担保责代合设备运抵中华民国转方检验工作
8．4 合设备合材料抵达目港合工厂转方应委托中国进出口商品检验局包装外观质量进行检验技术规格目测初检
检验中国进出口商品检验局出具检验证明该证明应作检验证
转方权费派遣检验员参加开箱检验
转方应提前4周电报电传传真通知转方检验预定日期点转方检验员应预定检验日期前达述点
果转方身原未述规定时间派遣技术员述点转方转方员缺席情况进行检验种情况中国进出口商品检验局出具检验证书应作检验证
8．5 合设备合材料初步检验中发现损坏数量短缺规格错误证实皆系转方疏忽致转方权检验中国进出口商品检验局出具检验证书转方提出索赔转方收附证明索赔书应立免费维修换损坏短缺合设备合材料
第九章 终验收检验测试
9．1 技术文件合设备终验收
9．1．1 证明根合附件二提供专技术技术文件完整正确证明转方许合材料组装测试转方应费派遣技术员合工厂参加相应阶段合设备验收测试转方技术员应参加验收测试
9．1．2 双方应努力完成验收测试
9．1．3 验收测试时合设备达验收标准双方应签署四份合设备验收合格证书方执两份
9．1．4 合设备未达验收标准双方应分析验收测试失败原澄清验收测试失败责
a验收测试失败责转方负责转方应第次验收测试4周派技术员进行第二次验收测试承担第二次验收测试期间发生切费
b验收测试失败责转方负责转方应转方技术员提供返机票承担第二次验收测试期间华食宿费交通费
第二次验收测试时合设备达验收标准双方应签署四份合设备验收合格证书方执两份
a转方责第二次验收测试时合设备未达验收标准转方应采取种措施第二次
验收测试六周派技术员进行第三次验收测试承担第三次验收测试期间发生切费
b第二次验收测试失败责转方转方应转方技术员提供返机票承担第三次验收测试期间华食宿费交通费
第三次验收测试时合设备达验收标准双方应签署四份合设备验收合格证方执两份
9．1．5 第三次验收测试时合设备未达验收标准双方应分析原继续验收测试二月达验收标准转方缺陷合设备进行修理更换符合合规定技术指标质量性标准新设备转方转方应合工厂座谈讨解决类问题方法
9．2 合材料终验收
9．2．1 合材料次运抵合工厂转方员应立进行检验
9．2．2 转方权费派检验员参加开箱检验
9．2．3 转方应提前两周电报电传传真通知转方检验预定日期现场检验日期转方未派员现场转方转方员缺席情况进行检验
9．2．4 检验确定合材料数量质量订单符转方应检验20工作日接数量短缺符
货运求书面通知转方收通知30天合理时间快根情况发运短少部分合材料符合求合材料
9．2．5 检验利完成缺陷部分改正双方应签署验收合格证
9．2．6 第九章包括运输时运输出现损坏补救责转方转方求转方应提供合理帮助
9．3 合产品终验收
阶段首批发运合材料组装成首批合产品技术文件中提供技术指标合设备该首批合产品进行测试该首批合产品测试工作圆满完成意味着合产品终验收合格整机测试符合全部技术指标测试工作胜利完成认完成合产品验收测试义务
第十章 担保保证
10．1 转方保证合转方提供合设备合设备品测试软件技术文件时技术适制造合产品保证合期间免费转方提供相关更新测试软件技术文件
10．2 转方发现转方提供合设备测试软件技术文件验收合格转方应收转方书面通知30天转方免费发送求合格合设备测试软件技术文件转方转方提供改正合设备测试软件技术文件应转方唯补救措施
10．3 阶段合设备验收测试胜利完成成功制造合产品责成转方责双方认完全转方提供模块缺陷文件缺陷致合设备符质量标准转方应纠正完全转方导致缺陷转方承认转方转方提供专模块中证实完全转方原致模块缺陷障率超5％
10．4 完全转方控制素致转方未合附件二中规定日期交付合设备软件技术文件转方应延期交付合设备软件技术文件转方缴付罚金费率：
第第四周迟交付周付相应阶段延期交付货物价格05％
第五周起迟交付周付相应阶段延期交付货物价格1％
述总罚金应超相应阶段延期交付货物价格5％迟交天数足周周计算
10．5 转方合第10．4款规定转方缴付罚金免转方继续交付合设备软件技术文件义务根条款缴付罚金转方迟交货物转方获唯补救措施
10．6 果定阶段转方合设备软件技术文件延期交付六月完全转方控制原致转方权终止合该情况转方应转方退回转方该阶段付全部费加付5％年息种情况条款选择赔偿转方唯补救措施
10．7 合设备保证
合设备保证见合附件八
10．8 软件保证
软件保证软件维护合产品终户提供转方软件许证提供
转方意终户销售合产品应终户执行述软件许证前提
转方转方提供必适测试软件制造符合合提供技术指标合产品转方合设备软件更改更新双方认更改更新转方生产合产品需转方转方提供
10．9 转方全部非_________生产合设备辅助设备原制造商保证书转转方该合设备辅助设备保证期应该合设备辅助设备制造商确定转方应制造商维修办事处获该合设备辅助设备保证／维修服务保证期转方应负责制造商办事处取联系获该合设备辅助材料服务／维护支持
合设备辅助设备提供计算机软件均原样基础提供保证
第十章 专利商标保密
11．1 转方保证根合提供转方全部专技术技术文件拥合法权权许转方转方提出索赔求声称：合中_________提供设备侵犯中华民国法律认具法律约束力专利转方应转方辩护果（1）转方立书面通知转方索赔求（2）未转方意
转方派律师出庭（3）转方完全控制辩护该索赔求关全部谈判（4）转方转方辩护提供合理资料帮助法庭终裁决转方偿付理赔费／损失清偿费转方付清果诉讼结果禁止销售_________提供设备转方行收费_________选择者转方获取_________提供设备权利销售合产品权利者相未侵犯专利材料换者接受_________提供设备退货退回设备转方退原购货款价情况侵犯专利侵犯专利嫌疑引起意外间接损失转方负责
11．2 转方意转方提供专技术技术资料合生效日起保密10年果述专技术技术文件部分全部转方第三方公布众（前提述解密违反保密义务）转方受保密义务中已泄密事项约束转方事先意转方部件国产化需转方技术文件该部分容泄密转方泄密授权前保证专资料保护转方求采取某保护措施
11．3 转方提供合材料专技术技术生产关注需保密资料转方应予保密保密期限合生效日起10年
11．4 合终止期满转方权附件七规定转方商标商品名称（易混淆相似商标商品名称）合终止期满双方应真诚协谈决定转方否转方销售合模块组件部件
11．5 转方承认_________相应中文名称转方_________相应中文名称子公司分公司商品名称特征承认_________标志_________相应中文名英
语汉语派生词转方转方制造产品重商标该产品配套服务重商标转方予转方权利合附件七（转方商标）列转方商标转方商标许转方合工厂制造中华民国销售合产品转方意转方发明标志意味着标志拥权正利润转转方非合授权转方行书面授权否转方权产品广告销售促销中转方发明商标
11．6 非关法律求否未征方书面意前方合容泄露第三方
11．7 转方专利版权许证权利授转方转方意合期中华民国专利版权转方提出质疑限该质疑会妨碍转方合予权利转方承认时候专技术均系转方财产
11．8 严重违反合保密条款非违约方权终止合
11．9 转方意许商标中华民国制造销售合产品（中华民国外国家销售合产品应含转方商标／商品名称）
第十二章 质量标准
12．1 转方根转方定提供充分场设施员工艺规程制造合材料存放模块备件元器件测试合材料成品保证性提供服务
12．2 转方意转方实施许活动转方转方商标销售合
产品应转方实施合活动转方制造合产品相应产品质量相工艺相等许活动实施应附件二列文件中述标准合中转方提供专资料技术支持活动质量工艺性标准应转方进行类似活动少样判断转方否遵坚持文求转方权切合理时间检查合工厂合材料许活动开展方法转方求转方应时关工作具代表性样提供转方费转方支付
12．3 转方应转方监督制定保持质量保证常规计划该质量保证计划应双方意迟合鉴定120天实施转方应作缺损记录季度缺损记录报送转方
12．4 时候转方确定转方销售合产品转方工作未达转方求质量工艺性标准（见技术文件）转方认定书面通知转方转方意立改正缺陷转方收该书面通知30天未改正该缺陷转方应暂停发运缺陷合产品双方真诚讨改正该缺陷方法转方收该书面通知60天未改正缺陷转方暂停合予商标权／暂停许活动
12．5 转方转方发现合产品缺陷该缺陷合产品转方转方商标权应立动暂停
12．6 转方专资料合材料作改变改进双方意进行
12．7 转方提供辅助设备转方应提供转方该设备手册技术文件提供识
合材料该元件材料清单便转方转方确定该元部件否符合转方质量性技术指标转方转方提供合格测试结果证明该元部件符合质量性指标果转方书面求转方应费提供转方该元部件样品供审批转方努力转方收合格测试结果30工作日答复转方报批报告逐项商讨决定合理时间转方报批样品予答复收转方书面通知表示该元部件符合转方质量性指标转方该元部件
12．8 保证合材料具满意质量技术性转方应转方购买转方求模块合中转方特许生产模块外转方权材料代模块转方意述模块合材料推进许活动
第十三章 税收
13．1 合关执行合时根效税法中华民国政府转方征收切税应转方支付
13．2 合关执行合时中国政府根_________国政府中华民国政府间税避免双重课税防止偷税漏税协议转方征收切税应转方支付述协议中包含税中根中华民国关外资企业税法转方征收预扣税款应合第4．2条规定次付款中扣应转方代表转方中国关税务机构缴纳果转方转方提交关机构出具减免全部部分税款文件证明转方应关税务机构求扣调整金额转方应缴纳述税转方提交中华民国关税务机构出具税收收原件份
13．3 合关执行合时中华民国外征收切税费应转方支付
第十四章 抗力
14．1 签约双方中方限战争严重水灾台风震签约方法控制抗力事影响履行合义务合执行期应相应延长延长期限相事耽误时间
14．2 责方应快发生抗力事情况电传电报挂号通知方事发生14天航空挂号信关局出具证明（话）递交方确认抗力事旦排消失责方应快电传电报挂号通知方方发出航空挂号信确认抗力事消抗力事延续120天双方应快通友协商解决继续执行合面问题
第十五章 争议解决
15．1 合引起解释执行合关争议双方应首先通友协商解决果协商开始90天双方解决争议方均争议提交仲裁
15．2 通述友协商双方解决争议应该争议提交_________商会仲裁院该仲裁院根仲裁程序终裁决
15．3 仲裁裁决终局双方具约束力
15．4 非仲裁组裁决否仲裁费败诉方负担
15．5 仲裁程中提交仲裁部分合外双方应继续履行合
第十六章 合生效
16．1 合双方授权代表签署方保证均合法权力产生签订具法律约束力合必双方应国政府申请批准合中国_________政府中方必需批准日期合生效日期双方应努力争取合签字90天获必需批准电传电挂通知方信件确认已获必须批准
16．2 合签字日起6月生效双方权取消合
16．3 合合生效日起效期10年效期满非双方意续订否合动失效
16．4 合期满时双方发生未债权债务受合期满影响债务应债权继续偿付未债务
16．5 合_________文式四份方执两份合译文法律效力
16．6 合第章第十七章附件附件十三组成合附件容合分割组成部分具等法律效力果合条件条款附件文字发生矛盾应合条款条件文字准合受中华民国法律约束转方保证合中华民国法律效
16．7 合条款变更修改增减须双方授权代表签署合书面修正案生效该修正案应作合分割组成部分具等法律效力
16．8 执行合期间双方通讯应_________文进行正式通知应书面形式航空挂号信邮寄式两份
16．9 情况转方转方均意外间接损失负责损失包括限合中方丧失利润收益资费代产品费设施服务费停工费
16．10 合双方意真诚执行合遵切适法律方偏离良行方权终止合合合期末前终止技术文件应退转方专资料应合生效日起保密10年
第十七章 联络会议
17．1 利实施合转方转方应召开联络会议
17．2 联络会议期间确定新阶段起始日期双方意开始合阶段转方转方合产品验收转方达附件三中规定阶段实际生产产量时保持附件二列文件中规定质量标准转方资格进入阶段联络会议期间确定时间转方没资格进入阶段应推迟该阶段起始日期新起始日期重新安排付费时间
17．3 联络会议时间点参加员身份规定：
第次联络会议：日期：合生效日起_________天期限：_________工作日点：_________数：转方工程师_________名目：a．项目范围检查b．考察场
第二次联络会议：日期：第二阶段开始前30天期限：_________工作日点：_________数：转方员_________名合工厂员_________名目：a．考察工厂b．深化项目c．检查项目实施情况
第三次联络会议：日期：第三阶段开始前30天期限：_________工作日点：_________数：转方工程师_________名目：a．考察场b．深化项目c．检查项目实施情况
第四次联络会议：日期：第四阶段开始前30天期限：_________工作日点：_________数：转方员_________名合工厂员_________名目：a．技术讨b．深化项目c．检查项目实施情况
第五次联络会议：日期：第五阶段开始前30天期限：_________工作日点：_________数：转方工程师_________名目：a．考察场b．检查项目实施情况
第十八章 法定址
18．1 转方：
名称：_________公司
址：_________
传真：_________
18．2 转方：
名称：_________公司
址：_________
电传：_________
电话：_________
传真：_________
18．3 合工厂：
名称：_________
址：_________
电话：_________
传真：_________
18．4 双方授权代表签字：
协议附件构成双方合容全部理解取代先前讨协议陈述口头书面转方转方执行否
转方（盖章）：_________ 转方（盖章）：_________
授权代表（签字）：_________ 授权代表（签字）：_________
_________年____月____日 _________年____月____日
签约点：_________ 签约点：_________
附件
附件： 附件a合产品目录（略）附件b合材料目录（略）附件c合设备目录（略）
附件二： 资料目录（略）
附件三： 技术支持
转方根转方求派遣类技术员进行生产员理促整工厂运转正常该组织监察全部产品质量担该项工作员该领域完全胜利富验会帮助全力负责关方面工作列技术员样提供服务：工程技术生产助理制造工程师质量工程师理员（理）电子工程师销售员面述员责进行说明
工程技术生产助理应完全掌握产品组装测试方法全权负责关初高级_________技术方面事务生产程中具体工序进行测试校准关产品安装测试问题应提交工程技术生产助理评议解决
制造工程师应熟知组装程方面决定编码颜色性便掌握生产辅助工具助提高组装效率标准化工序关组装生产工序问题应快提交制造工程师评议解决产生问题导致停产
质量工程师应精通产品质量保证质量控制产品工艺检查关领域制定
实施具体质量计划工艺方面问题进行量化关键工艺产品员问题商议解决办法销售员素质问题应提交质量工程师采取措施保证素质总负责全部产品质量障消
理员（理）应负责全部组装操作述员工作协助力支持工厂生产出实现产品
果纯粹转方错误技术指导引起合产品合设备损坏转方负责维修更换发运损坏合设备合产品
列项容包括转方提供技术支持中：
1．实施合转方派遣熟练健康胜技术员合工厂提供技术支持达离开合工厂确切日期应双方根合材料组装测试实际进度商议确定
2．转方技术员应转方技术员合材料组装测试检查操作原理进行技术指导
3．转方技术员应帮助转方技术员技术支持期间合工厂培训转方技术员
4．转方技术员技术支持费见合第三章转方应技术员展开第三章规
定技术支持活动提供交通食宿费转方支付转方技术员附加技术服务回交通费
5．转方技术员前中国半月前转方应电传传真电挂转方技术员资料包括姓名性生日国籍专业公司名通知转方转方帮助办理签证
6．转方技术员前中国7天前应电传传真电挂转方技术员姓名达时间飞机航班通知转方
7．转方技术员前合工厂前双方应商讨确定技术服务工作日程转方技术员应该根合工厂安排双方确定工作日程展开技术支持
8．合工厂期间技术员工作期限应该达合工厂天算起直离开合工厂天止
9．转方应免费转方技术员提供技术支持必需工具合适办公室
10．转方应中华民国规章条例俗帮助转方技术员安排办理技术支持必须工具仪器进出口手续
11．转方应采取必措施保障转方技术员合工厂逗留期间身安全
12．转方应转方技术员合工厂提供必通信设施诸电话电传传真费转方支付
13．转方应理组织提出建议双方必重联络渠道建立起
转方应提供列技术支持：
1．制造工程师阶段_________天
2．质量工程师阶段_________天
3．理员阶段少月_________天
4．电子工程师总_________天
附件四： 合技术培训容求
1．转方培训开始前3月应转方提交份初步培训计划双方应转方技术员前培训点前商讨制定终培训计划转方持技术培训应根双方制定培训计划展开
2．转方应免费转方技术员提供必需工具技术资料合适办公室住宿转方安排
3．转方应采取必措施转方逗留期间保障身安全
4．培训费见合正文第三章
5．培训开始前半月转方应电传传真电报通知转方关转方技术员资料包括姓名性出生日期专业转方协助办理签证
6．转方技术员应遵守转方国家法律法令遵守培训工厂规章制度
7．培训应根合实施计划分阶段进行具体培训时间双方协商确定
8．培训语言英语技术资料英语
9．阶段培训中转方员变（培训期间更换员）
10．培训预定时间表完成
11．附加培训第轮培训结束决定应单独谈判
12．培训转方_________员转方生产工厂进行
13．转方受训员应少两年生产测试产品验英语流利技术熟练
14．转方员转方工厂受训负责培训转方工厂员
15．转方工厂生产员应少两年生产测试产品验
16．转方支付培训员交通食宿费转方负责转方培训员培训交通（员求培训项目时间表略）
附件五： 补充商务条款
1．检查：转方应权派遣资格员指定代表访问合工厂存关转方合工厂相关公司代理商组织书籍记录场权审阅查核类记录中关合工厂组装种合产品台整机质量性符合验收标准程度信息
2．技术服务费率：果转方求进行额外技术培训技术文件合设备合材料软件进行补充咨询合工厂转方组装工作提供支持等额外技术服务转方应求专门技术服务提供报价提供段合理期限现场技术服务合生效日起_________年种支持费率：转方提供技术服务员天_________美元外加技术服务员常规办事点合工厂商务级旅行费中国境外技术服务员转方支付该技术服务员合工厂天旅行费回常规办事点天旅行费_________年期限合合作方根类似产业技术服务费协商出附加技术服务费率
附件六： 合产品转方商标转方商标（略）
附件七： 合材料价格（略）
附件八： 合设备保证
1．_________保证_________材料工艺完损保证期装运日算起_________月终验收通_________月
2．_________生产合设备应_________月保证期终验收完成天算起
3．转方负责指出初步障线索负责硬件固件软件搬动更换出现障机器防损包装运转方指定维修
4．转方维修维修更换出障_________合设备整保证期免费
5．_________合设备邮寄空运运输方式发运指定转方维修化费转方承担维修件更换件运回转方费转方承担
6．保证期发生障转方应免费保证期维修更换该_________合设备维修更换项目保证期延相段时间转方通更换获障件转方财产转方唯补偿义务索回送维修更换_________合设备
7．保证包括：
7．1 障损坏失灵源_________
7．1．1 _________合设备
7．1．2 失误事疏忽环境现场条件符_________合设备指标
7．1．3 认意维修改造_________合设备换未认部件
7．1．4 抗力事
7．1．5 转方认擅安装优化_________合设备原安装位置移开
7．1．6 天线线路互连设施部分失灵
7．1．7 转方转方设备软件维修协议维护_________没位数位关培训完成员指导技术资料求进行维修
7．1．8 _________合设备转方运送转方途中遭损坏
8．书面保证转方提出限初购买方中华民国生效转方书面认保证效条款提供户
9．保证取代具体排保证明确暗示包括限特殊目暗含商性适性保证转方间接事性特殊重损坏负责果适协议司法法律允许类损坏完全受指控条款应理解必予转方指控全部利方面者类法律允许述损坏指控限制外转方合规定保证负责明确表示_________承担责（合产品保证转方提供户）
附件九： 目标代码计算机程序许证
保持合简洁致关合附件指许证合附件合定义均适
1．范围
根述确定合交换测试软件外转方交付设备中目标代码计
算机程序许证基础转方转方提供印机器读形式包括限磁带磁盘纸带读存储器装置转方成关计算机程序转方转方提供程序转方接受面条件进行否应转方书面意条件
2．计算机程序转方
许证交付计算机程序原件转方复制部分全部程序均转方
3．软件许证
许证合执行致转方予转方含提成非独占转许证转方权转根条款条件交付转方计算机程序（简称转程序）类许证授权转方机器读形式转方提供单机中转程序该许证转方分配转者方式转方转方权复制全部部分转程序文表明外
4．复制保护保密权利
4．1 提供转程序全部部分复制（支持目）印机器读形式转方部需事先获转方书面意份许证时候存两份印复制件两份机器读复制件外转方设备中应备软件复制件
4．2 转方意转方提供关转程序版权通知包括部分全部
样复制件中转方版权通知种形式出现包括机器读形式转程序版权通知说明该程序已出版方式公布
4．3 转方意提供形式转程序保密转方转方雇员外提供获转程序部分全部
4．4 转方意时转程序加锁存放
5．期限
5．1 转方收书面通知_________月终止转许证
5．2 果转方遵守许证合附件条款条件转方终止该许证转方转方书面通知_________天未纠正违约行该终止生效
5．3 该许证终止4．3条中义务存
6．专资料退
许证终止_________月转方提供转方文件证明表示转程序已知转方书面意转方保留档复制件外原件完整部分复制复制件种形式包括更新复制件退转方已销毁
7．权力
文包含容应该认直接暗示方式予转专利专利
许证非转方转方专利专利份非独占免提成费许证应转方提供设备中该许证提供转程序
附件十： 源代码计算机程序许证
保持合简洁致关合附件容应指许证合附件
合定义均适
1．范围
根述确定合合设备源代码计算机程序授权_________员指导执行许证中授权活动时转方转方许证基础交付源代码程序种机器读形式包括限磁带磁盘纸带读存储器（rom）装置转方成该计算机程序转方转方转方交付种程序转方接受样程序列条件进行否需转方书面意源代码许证适转方提供交换机测试软件转方权源代码程序进行变动修改
2．计算机程序转方
许证中交付计算机程序原件（包括更新修改派生）转方全部部分复制拷贝均转方
3．软件许证
保持许证合执行致转方许证规定条件条款转方版权予转方提成非独占转许证交付转方计算机程序（文称作源代
码程序）转软件许证费见第三章该许证转方分配转者方式转文表明外转方权全部部分复制源代码程序许证规定条款条件转方必须_________购买必需专测试设备进行培训获技术服务
4．保护保密
4．1 转方意源代码程序时加锁保存
4．2 转方意提供源代码程序保守机密转方转方雇员外提供获源代码程序中部分
4．3 文说明外转方意许证活动中方法条件非确需知道全部部分通媒介公开转源代码程序容确保已知源代码员保护该源代码程序
4．4 转方意尝试方法包括限逆工程发现附加专信息
4．5 转方意源代码程序中信息部分通图示（限）第三方发表泄露传播提供中方式第三方
4．6 转方发现存违反许证第4节疑情况应立书面通知转方转方意费努力调查该情况
4．7 转方理解意转方提供专资料材料存版权说明表示已公开
4．8 转方意安全保存源代码程序采取切必措施源代码程序免偷盗复制未授权分发公开传播
5．期限
予转方许证期限许证合生效日开始非出现列情况终止正常终止许证签署日起十年
6．终止
6．1 转方收书面通知月终止授予许证
6．2 转方履行许证附件条款条件转方终止该许证转方书面通知10天转方采取行动纠正该终止生效
6．3 出现履行合行转方立终止许证情况构成履行合行：
（1）转方严重违反许证
（2）转方时根许证交付数目欠款转方予书面通知30天付款
（3）根中国法律转方宣布破产停止业务活动
（4）转方停止执行合活动
（5）政府公众授权机构源代码程序部分进行干涉征没收处罚强占取走
（6）控制转方活动制股份权力发生实质性变化
6．4 许证终止第4节义务然效
7．专资料
果转方终止许证转方应采补救措施许证终止月转方转方提供关源代码程序证明文件证明转方已知原件形式复制件全部部分包括更新复制件退转方已销毁
8．许证权力
文包含容应认直接暗示方式予转方专利专利许证非转方转方专利专利份非独占免提成费许证应转方提供设备中该许证提供转程序
9．许证费提成费税收
许证转软件许证软件许提成费技术文件技术支持技术培训费见合第三章
10．审查
强调许证许证合条款致情况转方权定期正常工作时间专资料记录报告作适审查该审核包括专资料妥善保密措施检查
附件十： 合产品制造（略）
附件十二： 合设备目录价格（略）
附件十三： 信证格式（略）
附件十四： 阶段保函格式（略）
附件十五： 数量价格折扣协议（略）
this agreement is made the _________ day of _________between（1）_________ a corporation incorporated under the laws of _________ andhaving its principal place of business at _________ （the buyer）and（2）_________ a corporation incorporated under the laws of _________ andhaving its principal place of business at _________ （the supplier)whereas the buyer desires to construct and complete a _________ plant at_________ with design and engineering of the supplier and to purchase anequipment or facility for _________ （the contract plant）and obtain fromthe supplier a license on _________ and the supplier has agreed to suchworks and services upon and subject to the terms and conditionshereinafter appearingnow it is hereby agreed as follows
article 1 definitions
the following words and expressions shall have the meanings herebyassigned to them
the following words and expressions shall have the meanings herebyassigned to them
acceptance means the acceptance by the buyer of the contract plantwhich certifies the supplier＇s fulfillment of the contract in respect ofany performance test required thereunder in accordance with article 253（acceptance）hereof
commissioning means the operation of the contract plant or any partthereof by the buyer following the precommissioning pursuant to article 24（erection and precommissioning）hereof which operation is to be carriedout by the buyer as provided in article 251 （commissioning）hereof forthe purpose of carrying out the performance test
contract means this agreement entered into between the buyer and thesupplier and the contract documents shall together constitute thecontract and the term the contract shall in all such documents beconstrued accordingly
contract documents means this agreement and all appendices hereto（including any amendments thereto) and each shall be read and construedas an integral part of the contract between the buyer and the supplier
contract plant means the plant or facility named in this agreementand more particularly described in the appendix 72 （technicalspecifications）hereto to be designed and engineered by the supplier andto be constructed by the buyer under the contract
contract price means the sum specified in article 1211 hereofsubject to such additions and adjustments thereto or deductions therefromas may be made pursuant to the contract
day means calendar day of the gregorian calendar
defect liability period means the period of validity of theguarantees given by the supplier as specified in article 271 （guaranteesand defect liability period）hereof during which the supplier isresponsible for defects errors or mistakes with respect to the equipmentthe technical documents or the technical services
as provided in articles272 273 and 274 hereof respectively
effective date means the date that the contract enters into fullforce and effect upon fulfillment of all the conditions stated in article4 （effective date）hereof
equipment means the equipment machinery apparatuses facilities ortheir spare parts as listed in appendix 71 （scope of works and supply)hereto which are to be supplied by the supplier and which are to beincorporated by the buyer under the contract in such major and importantpart of the contract plant as may be crucial to its performance
expert means any person who may be appointed from time to time byagreement between the buyer and the supplier to make a decision on or tosettle any dispute or difference between the buyer and the supplierreferred to him by the parties pursuant to article 72 （reference toexpert）hereof
last major shipment means the last shipment of the basic lot of theequipment as specified in article 222 （delivery）hereof
month means calendar month of the gregorian calendar
buyer＇s representative means any person appointed by the buyer inthe manner provided in article 181 （buyer＇s representative）hereof toperform the duties delegated by the buyer
performance test means the test specified in article 252（performance test) to be carried out to ascertain whether the contractplant or a specified part thereof is able to attain the processperformance guarantees specified in appendix 5 （process performanceguarantees）hereto in accordance with the provisions of article 252（performance test）hereof
precommissioning means the testing checking and other worksspecified in article 24 （erection and precommissioning）which are to becarried out by the buyer in preparation for the commissioning
subcontractor means any person to whom execution of any part of theworks including preparation of any design or supply of any equipment issubcontracted directly or indirectly by the supplier and includes itslegal successors or permitted assigns
supplier＇s engineer means any person nominated by the supplier and assigned to the contract plant to provide the technical services
supplier＇s representative means any person nominated by the supplierin the manner provided in article 182 （supplier＇s representative）hereofto perform the duties delegated by the supplier
technical documents means design drawings specifications partslist calculations manuals and instructions for installation operationor maintenance and test certificates barchart programme which arerelevant to the works and are to be provided by the supplier listed inappendix 71 （scope of works and supply）hereto
technical services means the technical services provided by thesupplier＇s engineer at the contract plant pursuant to appendix 75 （thesupplier＇s engineer＇s technical services and working conditions）hereto
technical service fee means the fee for the technical services asspecified in article 12 （contract price and technical service fee）hereof
time for delivery means the time within which each batch of thetechnical documents or each lot of the equipment is to be delivered to thebuyer by the supplier in accordance with articles 215 （delivery oftechnical documents）and 222 （delivery）hereof and the relevantprovisions of the contract
works means the supply of the equipment and performance of thedesign and engineering of the equipment and the contract plant thetechnical services and any other works and services to be carried out bythe supplier under the contract as specified in appendix 71 （scope ofworks and supply）hereto
article 2 contract documents
21 contract documentssubject to article 22 （order of precedence）hereof this agreementand the appendices （and parts thereof）hereto are intended to becorrelative complementary and mutually explanatory of one another thecontract shall be read as a whole
22 order of precedencein the event of any ambiguity or conflict between this agreement andthe appendices this agreement shall precede the appendices
article 3 interpretation
31 language
311 all contract documents and all correspondence and communicationsto be given and all other documentation to be prepared and supplied underthe contract shall be written in the governing language specified inarticle 6 （governing law and language）hereof and the contract shall beconstrued and interpreted in accordance with that language
312 if any of the contract documents is prepared in any language inaddition to the governing language the contract documents in thegoverning language shall prevail unless otherwise specified in article 6（governing law and language）hereof
32 singular and plural
the singular shall include the plural and the plural the singularexcept where the context otherwise requires
33 headings
the headings and marginal notes in the contract documents are includedfor ease of reference and shall not constitute a part of the contractnor affect its interpretation
34 persons
words importing persons or parties shall include firms corporationsand government entities
35 incoterms
incoterms means the international rules for the interpretation oftrade terms published by the international chamber of commerce （1990edition)
unless inconsistent with any provision of the contract the meaning ofany shipping term and the rights and obligations of the parties thereundershall be as ascribed by incoterms
36 entire agreement
subject to article 174 hereof the contract constitutes the entireagreement between the buyer and the supplier with respect to the subjectmatter of the contract and supersedes all communications negotiations andagreements （whether written or oral）of the parties with respect theretomade prior to the signing date of this agreement
37 amendment
no amendment or other variation of the contract shall be effectiveunless it is in writing is dated expressly refers to the contract andis signed by a duly authorized representative of each party hereto
38 independent contractor
the supplier shall be an independent contractor performing thecontract the contract does not create any agency partnership jointventure or other joint relationship between the parties hereto
subject to the provisions of the contract the supplier shall besolely responsible for the manner in which the works are performed allemployees representatives or subcontractor engaged by the supplier inconnection with the performance of the contract shall be under thecomplete control of the supplier and shall not be deemed to be employeesof the buyer and nothing contained in the contract or in any subcontractawarded by the supplier shall be construed to create any contractualrelationship between any such employees
representatives or subcontractorand the buyer
39 nonwaiver
391 subject to article 392 below no relaxation forbearancedelay or indulgence by either party in enforcing any of the terms andconditions of the contract or the granting of time by either party to theother shall prejudice affect or restrict the rights of that party underthe contract nor shall any waiver by either party of any breach of thecontract operate as a waiver of any subsequent or continuing breach of thecontract
392 any waiver of a party＇s rights powers or remedies under thecontract must be in writing dated and signed by an authorizedrepresentative of the party granting such waiver and must specify theright and the extent to which it is being waived
310 severability
if any provision or condition of the contract is prohibited orrendered invalid or unenforceable such prohibition invalidity orunenforceability shall not affect the validity or enforceability of anyother provisions and conditions of the contract
article 4 effective date
41 the contract shall enter into full force and effect on the date
when all of the following conditions have been fulfilled
（a）this agreement has been duly executed for and on behalf of thebuyer and the supplier
（b）acquisition by the supplier of an export licence from itsgovernment authorities
（c）acquisition by the buyer of an import licence from its governmentauthorities
（d）issue of the letter of credit and the letter of guarantee asspecified in article 13 （terms of payment）hereof
each party shall use its best efforts to fulfill the above conditionsfor which it is responsible as soon as practicable
42 if the contract has not become effective pursuant to article 41above within _________ months from the date of signing this agreement due toreasons not attributable to the supplier the parties shall discuss andagree on an equitable adjustment to the contract price and the time fordelivery andor other relevant conditions of the contract
article 5 notices
51 all notices to be given under the contract shall be sent to thebuyer or the supplier as the case may be at the address set forth below_________to the buyer_________attention_________ to the supplier _________ attention_________
unless otherwise stated in the contract all notices to be given underthe contract shall be in writing and sent by personal delivery airmailpost special courier cable telegraph telex facsimile or electronicdata interchange （edi）to the address of the relevant party set out aboveprovided that
511 any notice sent by cable telegraph telex facsimile or edishall be confirmed within two （2）days after dispatch by notice sent byairmail post or special courier except as otherwise specified in thecontract
512 any notice sent by airmail post or special courier shall bedeemed （in the absence of evidence of earlier receipt）to have beendelivered ten （10）days after dispatch and in proving the fact of dispatchit shall be sufficient to show that the envelope containing such noticewas properly addressed stamped and conveyed to the postal authorities orcourier service for transmission by airmail or special courier
513 any notice delivered personally or sent by cable telegraphtelex facsimile or edi shall be deemed to have been delivered on the dateof its dispatch
514 either party may by ten （10）days＇ notice to the other party inwriting change its postal cable telex facsimile or edi address oraddressee for receipt of such notices
52 in this article notices shall include any approvals consents instructions orders and certificates to be given under the contract
article 6 governing law and language
61 the governing law of the contract shall be the laws of _________
62 the governing language of the contract shall be english
article 7 settlement of disputes
71 arbitration
711 if any dispute or difference of any kind whatsoever shall arisebetween the buyer and the supplier in connection with or arising out ofthe contract including without prejudice to the generality of theforegoing any question regarding its existence validity or termination orthe execution of the works whether during the progress of the works orafter their completion and whether before or after the terminationabandonment or breach of the contract the parties shall seek to resolveany such dispute or difference by mutual consultation
712 if the parties fail to solve such dispute or difference bymutual consultation then either party may give to the other party anotice that a dispute or difference exists specifying its nature thepoint （s）in issue and its intention to refer the dispute to arbitrationif the parties fail to resolve such dispute or difference by furtherconsultation within a period of thirty （30）days from the date upon whichsuch notice of dispute has been given the dispute or difference shall bereferred to and finally settled by arbitration under the rules ofconciliation and arbitration of the international chamber of commerce（icc）by one or more arbitrators （not to exceed three
）who shall beappointed under such rules the award of the arbitrator（s）shall be finaland binding on the parties
713 if the tribunal shall consist of three arbitrators one of themshall be nominated by each party and the third shall be chosen by mutualagreement by the parties within thirty （30）days of the nomination of thelast of the two arbitrators nominated by the parties if the parties failto agree upon the third arbitrator within such period the said thirdarbitrator shall be nominated in accordance with the rules agreed by thebuyer and the supplier under article 712 above
714 the place of the arbitration shall be _________ （name of a third country)
715 the language of the arbitration shall be the language specified in article 6 hereof
72 reference to expert
721 notwithstanding the provisions of article 71 （arbitration)above save insofar as they relate to mutual consultation either party maygive a notice to the other of its desire to refer to an expert any disputeor difference falling within any one or more of the categories set out at（a）to （g）（inclusive）below on each such occasion and within fourteen（14）days of such notice being given or such longer period as the partiesmay agree the parties may by mutual agreement（i）appoint an expert to which the dispute or difference shall bereferred or（ii）request the international chamber of commerce （icc）actingthrough its international centre for technical expertise （icte）to appointan expert to which the dispute or difference shall be referred whichappointment will be made within twentyone （21）days of the request beingmade to the icteif the parties fail to reach agreement on either of paragraphs （i）or（ii）above within the above specified period the dispute or differenceshall not be referred to an expert without prejudice to the right ofeither party to refer such dispute or difference to arbitration forthwithin accordance with article 71 （arbitration）above
the relevant disputes or differences which may be referred to suchexpert shall include a dispute or difference
（a）that may arise concerning approval of design provided in article21 （design and engineering）hereof or
（b）that may arise concerning a change in the works provided inarticle 36 （change in works）hereof including the grant of an extensionof time extra payment to the supplier and any amendment or modificationto the supplier or
（c）that may arise concerning the valuation of any additional cost orexpense incurred by the supplier andor any additional time required as aresult of the suspension provided in article 38 （suspension）hereof or
（d）that may arise concerning the certification of sums allegedly dueto the supplier or
（e）that may arise concerning the results of test andor inspectionprovided in article 23 （test and inspection）hereof or
（f）that may arise as to whether time for delivery under article 22（supply and delivery）hereof is attained whether the buyer＇s failure toissue an acceptance certificate under article 25 3 （acceptance）hereof isjustified or what extensions of time under article 37 （extension of timefor delivery）hereof should be given or
（g）any other dispute or difference which the parties specificallyagree from time to time to refer to the expert
722 the expert shall inform the parties of his decision in writingwithin thirty （30）days of the closing of submissions made to him by theparties and in any event within sixty （60）days of the date of hisappointment
723 if either party is not satisfied with a decision by the expertas provided in article 722 above such party may within fourteen （14)days after receipt of such decision give a notice to the other partystating that it will not abide by such decision in this case suchdispute or difference may be referred to and finally settled
byarbitration pursuant to article 71 （arbitration）hereof
if neither party gives such notice to the other party within fourteen（14）days after receipt of such decision such decision shall become finaland binding on the parties
724 unless the parties agree otherwise the proper fees and costs ofthe expert shall be shared equally by the parties
725 if any dispute or difference is referred to an expert hereunderneither party shall refer such dispute or difference to arbitration untileither （a）the expert fails to produce a determination within the periodstipulated at article 722 above or （b）one party gives a notice to theother party pursuant to article 723 above
73 notwithstanding any reference to an expert or arbitrationhereunder（a）the parties shall continue to perform their respective obligationsunder the contract unless the parties otherwise agree and（b）the buyer shall pay to the supplier any monies due and owing tothe supplier
article 8 scope of works
81 general
the supplier＇s obligations cover the grant of license for use of theproduction technology and knowhow the performance of the basic designand detailed design procurement and supply of the equipment including thespare parts thereof the provision of the technical services and trainingand the performance of other associated work and services for and relatingto the contract plant all as specifically set forth and limited to inappendix 71 （scope of works and supply）hereto the supplier shallprovide the services of engineers designers and other persons necessaryfor the performance of the works and shall proceed to and pursue thecompletion of the works in accordance with the plans proceduresspecifications drawings codes and standards and any other documents asspecified in appendix 72
（technical specifications）hereto
82 equipment and spare parts
the supplier agrees to procure inspect and expedite the equipment fordelivery fob vessels at ports of shipment （or cif ocean ports ofdestination）in accordance with the terms of article 222 （delivery)hereof
within the contract price for the equipment specified in article 12（contract price and technical service fee）hereof the supplier agrees tosupply as a part of the equipment those spare parts as required for theerection installation and the commissioning of the equipment up to theacceptance as per the list of the spare parts specified in appendix 71（scope of works and supply）hereto the supplier shall procure inspectexpedite and deliver these spare parts in the same manner as specified for the equipment in accordance with the terms of the contract
83 spare parts for operation
in addition to the stipulations in article 82 （equipment and spareparts）above the supplier also agrees to supply spare parts required forthe operation and maintenance of the equipment for the period specified inappendix 71 （scope of works and supply）hereto however the buyer shallpay to the supplier the price of such spare parts including other costsand expenses relating to the supply of the same in addition to thecontract price for the equipment specified in article 1211 hereof suchprice and other terms and conditions for the supply of such spare partsshall be separately agreed in writing between the buyer and the supplierwhen the identity specifications and quantities of the said spare partshave been determined between the buyer and the supplier
84 technical documents
the supplier agrees to prepare and submit to the buyer the technicaldocuments as per the list of the technical documents as specified inappendix 71 （scope of works and supply）hereto in accordance with theterms of the contract
85 technical services
the supplier agrees to provide the technical services at the contractplant as specified in appendix 75 （the supplier＇s engineer＇s technicalservices and working conditions）hereto in accordance with the terms ofthe contract
86 training
the supplier shall be responsible for conducting the training of thebuyer＇s operating and maintenance personnel as specified in appendix 71（scope of works and supply）hereto the maximum number of manmonthsplaces and periods of training and the responsibility for associated costsand expenses are as specified in appendix 71 （scope of works and supply)hereto all other conditions including the program for and nature of thetraining shall be agreed between the buyer and the supplier
article 9 supplier＇s manner of execution of works
91 the supplier shall execute and complete the works with due careand diligence in accordance with the contract
92 the supplier shall comply with all laws in force in the countrywhere the works are carried out whether national provincial municipalor otherwise affecting the performance of the contract and binding uponthe supplier the supplier shall indemnify and hold harmless the buyerfrom and against any and all liabilities damages claims finespenalties and expenses of whatever nature arising out of or resulting fromthe violation of such laws by the supplier or its personnel including thesubcontractors and their personnel but without prejudice to article 10 1（information and data）below
article 10 buyer＇s responsibilities
101 information and data
the buyer shall provide the supplier with all information and data asmay be required by the supplier concerning the basic design of thecontract plant as specified in appendix 71 （scope of works and supply)hereto the buyer shall ensure the correctness and exactitude of all suchinformation andor data except where otherwise expressly stated in thecontract
102 design and documents
the buyer shall provide such design drawings andor documents forthe contract plant （other than those provided by the supplier）asspecified in appendix 71 （scope of works and supply）hereto and shallobtain the supplier＇s consent to them before the buyer proceeds furtherwith its works upon request by the supplier the buyer shall allow thesupplier to have access to other buyer＇s works for review by the supplier
103 equipment and materials
the buyer shall procure and supply all equipment materials andfacilities required for the contract plant except for the equipmentsupplied by the supplier pursuant to appendix 71 （scope of works andsupply）hereto the buyer shall obtain all necessary import permits andtake delivery of all the equipment including spare parts to be supplied bythe supplier at the designated point of fob （or at the designated oceanports of destination in case of cif）and undertake all import clearanceand subsequent transportation thereof to the contract plant
104 construction and commissioning
the buyer shall be responsible for all the civil works constructionerection testing the precommissioning the commissioning and operationof the contract plant in accordance with the technical documents and underthe relevant technical services to be rendered by the supplier asspecified in appendix 7 5 （the supplier＇s engineer＇s technical servicesand working conditions）hereto
105 cost and expenses
the buyer shall execute and complete its work and services at its owncost and with due care and diligence in accordance with the contract
article 11 time schedule
111 without prejudice to article 26 （delivery time guarantee）hereofthe supplier shall proceed with the works in accordance with the timeschedule specified in appendix 74 （time schedule）hereto subject to anyextension under article 37 （extension of time for delivery）hereof thebuyer shall also proceed with its work in accordance with the timeschedule as specified in appendix 74 （time schedule）hereto
article 12 contract price and technical service fee
121 the buyer hereby agrees to pay to the supplier the contract priceand the technical service fee in consideration of the performance by thesupplier of its obligations hereunder as specified below
1211 the contract price shall be _________ （currency)the breakdown of the contract price is as follows
（1）paid up license fee（2）total design fee 1）basic design fee 2）detail design fee 3）total（3）price of equipment
the detail breakdown of the contract price is as specified inappendixi （breakdown of contract price）hereto
1212 the technical service fee is as specified in appendix 75 （thesupplier＇s engineer＇s technical services and working conditions）hereto
122 the contract price shall be a firm lumpsum not subject to anyalteration except in the event of a change in the works specified inarticle 361 hereof or as otherwise provided in the contract
123 the contract price includes the supply of spare parts required upto the acceptance of the contract plant as described inarticle 82 hereof and appendix 71 （scope of works and supply）heretohowever the contract price does not cover the supply of any other spareparts including those recommended by the supplier as required for theperiod of _________ years＇ operation of the contract plant from the date ofthe acceptance as described in article 83 hereof and appendix 71 （scopeof works and supply）hereto the buyer shall pay to the supplier the priceof such spare parts including the purchase price therefor and other costsand expenses relating to the supply of the same in addition to thecontract price specified in article 1211 above such price and otherterms and conditions for the supply of such spare parts shall beseparately agreed in writing between the buyer and the supplier when theidentity specifications and quantities of the said spare parts have beendetermined in accordance with article 83 hereof
article 13 terms of payment
131 the contract price and the technical service fee shall be paid bythe buyer to the supplier at the times in the manner and in accordancewith the provisions of appendix 2 （payment terms）hereto and appendix 75（the supplier＇s engineer＇s technical services and working conditions)hereto respectively
132 the buyer shall not later than _________ days after the signingdate of this agreement deliver to the supplier a letter of credit and aletter of guarantee issued by a first class bank acceptable to thesupplier in the form of appendix 3 （form of letter of creditguarantee)hereto and shall maintain such letter of credit and such letter ofguarantee throughout the contract
in the event that the contract changes after the issue of the letterof credit and the letter of guarantee the buyer shall arrange for suchletters to be amended to reflect such change as soon as possiblethereafter
133 no payment made by the buyer hereunder shall be deemed toconstitute acceptance by the buyer of the works or any part（s）thereof
134 in the event that the buyer fails to make any payment on itsrespective due date or within the period set forth in the contract thebuyer shall pay to the supplier interest on the amount of such delayedpayment at the rate（s）shown in appendix 2 （payment terms）hereto for theperiod of delay until payment in full whether before or after judgment orarbitral award
article 14 bonds
141 issuance of bonds
the supplier shall provide the bonds specified below in favor of thebuyer at the times and in the amount manner and form specified below
142 advance payment bond
1421 the supplier shall deliver to the buyer not later than_________ days after the effective date a bond in the form of appendix41 （advance payment bond）hereto issued by a bank acceptable to the buyerfor a sum equal to the amount of the advance payment calculated inaccordance with appendix 2 （payment terms）hereto
1422 the amount of the bond shall be reduced in proportion to theprice for the equipment under article 1211 hereof actually delivered bythe supplier from time to time and shall automatically become null andvoid upon the date of the last major shipment
1423 the bond shall be returned to the supplier immediately afterits expiry
143 performance bond
1431 the supplier shall deliver to the buyer not later than _________days after the effective date a bond in the form of appendix 42（performance bond）hereto for the due performance of the contract issuedby a bank acceptable to the buyer for a sum equal to _________ per cent ofthe contract price the bond shall be reduced to _________ per cent of thecontract price on the date of the last major shipment and shallautomatically become null and void _________ months after the date of thelast major shipment or _________ months after the date of the acceptance ofthe contract plant
whichever comes earlier
notwithstanding the foregoing if the defect liability period isextended with respect to any part of the equipment in accordance witharticle 2727 hereof the supplier shall arrange for the bond to remainvalid until the expiration of the defect liability period with respect tosuch part in an amount equal to _________ per cent of the contract price ofthat part
1432 the bond shall be returned to the supplier immediately afterits expiry
144 retention bond
1441 if the contract provides for retention money to be withheld bythe buyer from the payments of the contract price the supplier mayprovide to the buyer a retention bond（s）in the form of appendix 43（retention bond）hereto issued by a bank acceptable to the buyer for a sumequal to the retention money withheld by the buyer
upon receipt of the bond（s) the buyer shall immediately pay to thesupplier all the retention money withheld up to the sums guaranteed by thebond（s)
1442 the bond shall automatically become null and void on _________months after the date of the last major shipment or the date of theacceptance of the contract plant whichever comes earlier
1443 the bond shall be returned to the supplier immediately after its expiry
145 claim under bond
if the buyer considers itself entitled to any claim under any bond itshall so notify the supplier specifying the default of the supplier uponwhich it bases its claim subject to full compliance with the requirementsand procedures stated in the applicable bond the buyer may claim underthe bond to the extent of the loss or damage incurred by the buyer byreason of such default
article 15 taxes and duties
151 except as otherwise specifically provided in the contract thesupplier shall bear and pay all taxes duties levies and charges assessedon the supplier its subcontractors or their employees by all localstate or national government authorities in connection with the works inand outside the country where contract plant is located the buyer shall be entitled to deduct withholding tax requiredunder applicable tax laws of the country where the contract plant islocated and the agreement between the government of the people＇s republicof china and the government of _________ for the avoidance of doubletaxation and the prevention of fiscal evasion with respect to taxes onincome for the account of the supplier from payment of the paid uplicense fee the basic design fee and the technical service fee and to paythe same to the appropriate taxing authority in such case the buyershall furnish the supplier with an official tax receipt or otherappropriate evidence issued by such taxing authority
152 notwithstanding article 151 above the buyer shall bear andpromptly pay all customs import and export duties value added taxes andbusiness taxes on the works and withholding tax on any sum payable exceptthe paid up license fee the basic design fee and the technical servicefee imposed by the laws of the country where the contract plant islocated
153 if any tax exemption reductions allowances or privileges may beapplicable in the country where the contract plant is located the buyershall use its best endeavors to enable the supplier to benefit from anysuch tax savings to the maximum allowable extent
154 for the purpose of the contract it is agreed that the contractprice and the technical service fee specified in article 12 （contractprice and technical service fee）hereof is based on the taxes dutieslevies and charges prevailing at the date hereof in the country where thecontract plant is located （hereinafter called tax in this article 154)if any of the rates of tax is increased or decreased or a new tax isintroduced or an existing tax abolished or any change in interpretation orapplication of any tax occurs in the course of the performance of thecontract which was or is to be assessed on the supplier subcontractorsor their employees in connection with the performance of the contract anequitable adjustment of the contract price and the technical service feeshall be made to reflect any such change by addition to the contract priceand the technical service fee or deduction therefrom
as the case may bein accordance with article 34 （change in laws and regulations）hereof
article 16 licenceuse of technical information
161 for the operation and maintenance of the contract plantincorporating the process（es）specified in appendix 6 （licence conditions)hereto and subject to the conditions therein contained the suppliershall grant a nonexclusive and nontransferable licence （without theright to sublicense）to the buyer under the patents utility models orother industrial property rights owned by the supplier or by a third partyfrom whom the supplier has received the right to grant licencesthereunder and shall also grant to the buyer a nonexclusive andnontransferable right （without the right to sublicense）to use theknowhow and other technical information disclosed to the buyer under thecontract nothing contained herein shall be construed as transferringownership of any patent utility model trademark design copyrightknowhow or other intellectual property right from the supplier or anythird party to the buyer
162 the fully paid up licence fee for the grant of the licence andrights under article 161 above shall be included in the contract priceand paid to the supplier by the buyer for the operation and maintenance bythe buyer of the contract plant at its specified design capacity pursuantto article 12 （contract price and technical service fee）hereof theoperation of the contract plant by the buyer in excess of such designcapacity or any extension or modification by the buyer of the contractplant which results in an increase in such design capacity of the contractplant shall be subject to the conditions specified in appendix 6 （licenceconditions）hereto
163 the copyright in all drawings documents and other materialscontaining data and information furnished to the buyer by the supplierhereunder shall remain vested in the supplier or if they are furnished tothe buyer directly or through the supplier by any third party includingprocess licensor
（s）or suppliers of the equipment the copyright in suchmaterials shall remain vested in such third party
article 17 confidential information
171 the buyer and the supplier shall keep confidential and shall notwithout the written consent of the other party hereto divulge to anythird party any documents data knowhow or other information furnisheddirectly or indirectly by the other party hereto in connection with thecontract whether such information has been furnished prior to during orfollowing termination of the contract notwithstanding the above thesupplier may furnish to its subcontractor such documents data knowhowand other information it receives from the buyer to the extent requiredfor the subcontractor to perform its works under the contract in whichevent the supplier shall obtain from such subcontractor an undertaking ofconfidentiality similar to that imposed on the supplier under this article17
172 the buyer shall not use such documents data know how and otherinformation received from the supplier for any purpose other than theoperation and maintenance of the contract plant or the equipmentsimilarly the supplier shall not use such documents data knowhow andother information received from the buyer for any purpose other than thedesign procurement of the equipment or such other work and services asare required for the performance of the contract
173 the obligation of a party under articles 171 and 172 abovehowever shall not apply to that information which（a）now or hereafter enters the public domain through no fault of thatparty or （b）can be proved to have been in the possession of that party at thetime of disclosure and which was not previously obtained directly orindirectly from the other party hereto or（c）otherwise lawfully becomes available to that party from a thirdparty under no obligation of confidentiality
174 the above provisions of this article 17 shall not in any waymodify any undertaking of confidentiality given by either of the partieshereto prior to the signing date of the agreement in respect of process orequipment
175 the provisions of this article 17 shall survive termination forwhatever reason of the contract
article 18 representatives
181 buyer＇s representative
1811 if the buyer＇s representative is not named in the contractthen within fourteen （14）days of the effective date the buyer shallappoint and notify the supplier in writing of the name of the buyer＇srepresentative the buyer may from time to time appoint some other personas the buyer＇s representative in place of the person previously soappointed and shall give a notice of the name of such other person to thesupplier without delay no such appointment shall be made at such a timeor in such a manner as may impede the progress of the works suchappointment shall only take effect upon receipt of such notice by thesupplier the buyer＇s representative shall represent and act for the buyerat all times during the currency of the contract all noticesinstructions orders certificates approvals and all other communicationsunder the contract shall be given by the buyer＇s representative except asherein otherwise provided
all notices instructions information and other communications givenby the supplier to the buyer under the contract shall be given to thebuyer＇s representative except as herein otherwise provided
1812 the buyer＇s representative may at any time delegate to anyperson any of the powers and duties vested in him any such delegation maybe revoked at any time any such delegation or revocation shall be subjectto a prior notice signed by the buyer＇s representative and any notice ofdelegation or revocation shall specify the powers and duties therebydelegated or revoked such delegation or revocation shall become validwhen a copy thereof has been delivered to the supplier
any act or exercise by any person of powers and duties delegated tohim in accordance with this article 1812 shall be deemed to be an act orexercise by the buyer＇s representative
182 supplier＇s representative
1821 if the supplier＇s representative is not named in the contractthen within fourteen （14）days of the effective date the supplier shallappoint and notify the buyer in writing of the name of the supplier＇srepresentative
1822 the supplier＇s representative shall represent and act for thesupplier at all times during the currency of the contract and shall giveto the buyer all the supplier＇s notices instructions information and allother communications under the contract
all notices instructions information and all other communicationsgiven by the buyer to the supplier under the contract shall be given tothe supplier＇s representative except as herein otherwise provided
the supplier shall not revoke the appointment of the supplier＇srepresentative without the buyer＇s prior written consent which shall notbe unreasonably withheld if the buyer consents thereto the suppliershall appoint some other person as the supplier＇s representative pursuantto the procedure set out in article 1821 above
1823 the supplier＇s representative may at any time delegate to anyperson any of the powers functions and authorities vested in him anysuch delegation may be revoked at any time any such delegation orrevocation shall be subject to a prior notice signed by the supplier＇srepresentative and any notice of delegation or revocation shall specifythe powers functions and authorities thereby delegated or revoked nosuch delegation or revocation shall take effect unless and until a copythereof has been delivered to the buyer any act or exercise by any personof powers functions and authorities so delegated to him in accordancewith this article 1823 shall be deemed to be an act or exercise by thesupplier＇s representative
1824 the buyer may by notice to the supplier object to anyrepresentative or person employed by the supplier in the execution of theworks who shall in the reasonable opinion of the buyer
misconducthimself or be incompetent or negligent or commit a serious breach of thesite regulations the buyer shall provide evidence of the same whereuponthe supplier shall remove such person from the works
1825 if any representative or person employed by the supplier isremoved in accordance with article 1824 above the supplier shall whererequired promptly appoint a replacement in his stead
article 19 work program
191 program of works
within a time mutually agreed upon between the buyer and the supplierafter the date of the agreement the supplier shall prepare and submit tothe buyer a program of the works showing the sequence in which it proposesto carry out the works and the date by which the supplier reasonablyrequires that the buyer shall have fulfilled its obligations under thecontract so as to enable the supplier to execute the works in accordancewith the program the program so submitted by the supplier shall accordwith any dates and periods specified in the contract the supplier shallrevise the program as and when appropriate and shall submit all suchrevisions to the buyer
article 20 subcontractingnominated subcontractor（s)
201 subcontracting
the supplier may subcontract any part of the works to any third partywith exception of the nominated subcontractor under article 202（nominated subcontractor（s)）hereof
202 nominated subcontractor（s)
2021 if before the date of the contract the buyer requests thatthe certain part of the works shall be executed by a specificsubcontractor within the buyer＇s country nominated or recommended by thebuyer （such subcontractor being hereinafter referred to as nominatedsubcontractor) then the supplier shall consider such request by thebuyer
2022 notwithstanding the request by the buyer the supplier shallnot be required by the buyer or be under any obligation to employ anynominated subcontractor in the following circumstances
（a）if the nominated subcontractor declines to enter into asubcontract with the supplier whereby the nominated subcontractorundertakes towards the supplier the like obligations and liabilities asthe supplier has to the buyer in respect of the subject matter of thesubcontract and whereby the nominated subcontractor will save harmlessand indemnify the supplier from and against any breach by the nominatedsubcontractor of the subcontract and similarly indemnify the supplierfrom and against any negligence by the nominated subcontractor or
（b）if the supplier objects to employ the nominated subcontractor forany of the following reasons（i）the supplier considers that it would be prevented or prejudicedfrom carrying out any of its obligations under the contract for specifiedreasons if it employed the nominated subcontractor or（ii）the supplier considers that the nominated subcontractor would beincompetent or unreliable in its performance of the work to besubcontracted for specified reasons
2023 if the supplier shall decline to enter into a subcontract forany of the reasons set out in article 2022 above the buyer shall do oneof the following
（a）withdraw the nomination and make the supplier select itssubcontractor at its own discretion or
（b）the buyer may enter into a direct contract with such subcontractor for such work whereupon such work shall not be included in thedefinition of the term works specified in article 1 （definitions）hereofand shall be included in the buyer＇s scope of works set forth in appendix71 （scope of works and supply）hereto or
2024 if the supplier judges that the nominated subcontractor iscapable and appropriate to perform the works specified by the buyer andenters into the subcontract with the nominated subcontractor thesupplier shall be responsible to the buyer for the full performance of thesubcontract by the nominated subcontractor
provided however that ifthe nominated sub contractor becomes impossible to perform thesubcontract in proper way due to its financial conditions the buyershall indemnify the supplier from losses and damages suffered by thesupplier due to such situation in this case the buyer shall appointanother subcontractor being no less qualified and capable than theprevious subcontractor as the nominated subcontractor and the partieshereto shall treat such change as change in the works in accordance witharticle 36 （change in works）hereof
article 21 design and engineering
211 design and drawings
2111 the supplier shall execute the basic and detailed design workwithin the scope of the works specified in appendix 7 1 （scope of worksand supply）hereto in compliance with the provisions of the contract orwhere not so specified in accordance with good engineering practice
2112 the supplier shall be entitled to disclaim responsibility forany design data drawing specification or other document or anymodification thereof provided or designated by or on behalf of the buyerby giving a notice of such disclaimer to the buyer
212 codes and standards
wherever references are made in the contract to codes and standards inaccordance with which the works shall be executed the edition or therevised version of such codes and standards current at the date of signingthis agreement shall apply unless otherwise specified
within _________ months from the effective date the suppliershall submit the relevant standards codes and its list to the buyer
213 approval of technical documents by buyer
2131 the supplier shall prepare （or cause its sub contractors toprepare）and furnish to the buyer the documents listed in appendix 73（documents for approval by the buyer）hereto for its approval asspecified
any part of the works covered by or related to the documents to beapproved by the buyer shall be executed only after the buyer＇s approvalthereof
2132 within fourteen （14）days after receipt by the buyer of anydocument requiring the buyer＇s approval in accordance with article 2131above the buyer shall either return one copy thereof to the supplier withits approval endorsed thereon or shall notify the supplier in writing ofits disapproval thereof and the reasons therefor and the modificationswhich the buyer proposes if the buyer fails to take such action withinthe said fourteen （14）days then the said document shall be deemed tohave been approved by the buyer
2133 the buyer shall not disapprove any document except on theground that the document does not comply with some specified provision ofthe contract or that it is contrary to good engineering practice
2134 if the buyer disapproves the document the supplier may eithermodify the document and resubmit it for the buyer＇s approval in accordancewith article 2132 above or may dispute the disapproval in accordancewith article 2135 below if the buyer approves the document subject tomodification（s) the supplier may either accept the modification（s)whereupon the document shall be deemed to have been approved modify thedocument and resubmit it for the buyer＇s approval in accordance witharticle 2132 above or dispute the modification（s）in accordance witharticle 2135 below
2135 if any dispute or difference shall arise between the buyer andthe supplier in connection with or arising out of the disapproval by thebuyer of any document andor any modification （s）thereto which cannot besettled between the parties within a reasonable period then such disputeor difference may be referred to an expert for determination in accordancewith article 72 （reference to expert）hereof if such dispute ordifference is referred to an expert
the buyer shall give instructions asto whether or not and if so how the works are to proceed the suppliershall proceed with the works in accordance with the buyer＇s instructionsprovided that if the expert upholds the supplier＇s dispute of thedisapproval and if no notice has been given by the buyer under article723 hereof then the supplier shall be reimbursed by the buyer for anyadditional costs incurred by reason of such instructions and shall berelieved of such responsibility or liability in connection with thedispute and the execution of the instructions as the expert shall decideand the time for delivery shall be extended accordingly
2136 the buyer＇s approval either with or without modification（s)of the document furnished by the supplier shall not relieve the supplierof any responsibility or liability imposed upon it by any provisions ofthe contract except where and to the extent that the expert upholds thesupplier＇s dispute of the modification（s)
2137 the supplier shall not depart from any approved document unlessthe supplier has first submitted to the buyer an amended document andobtained the buyer＇s approval thereof pursuant to the provisions of thisarticle 213
if the buyer requests any change in any already approved documentandor in any document based thereon the provisions of article 36 （changein works）hereof shall apply to such request
214 design liaison
2141 both parties shall participate in design liaison meetings asfollows
2142 within _________ month after the effective date _________shall at its own cost dispatch its engineer to _________ to participate inthe kickoff meeting for the period of _________ at the end of thekickoff meeting the buyer and the supplier shall sign the kickoffmeeting protocol
2143 within _________ month after the effective date _________shall at its own cost dispatch its engineer to _________ to participate inthe basic design review meeting for the period of _________ at the endof the basic design review meeting the buyer and the supplier shall signthe basic design review meeting protocol
2144 within _________ month after the effective date _________shall at its own cost dispatch its engineer to _________ to participate inthe detail design review meeting for the period of _________ at the endof the detail design review meeting the buyer and the supplier shall signthe detail design review meeting protocol
2145 during the period of the design work the buyer may send hisengineer at its own expense to the supplier＇s relevant design offices orshops of the equipment manufacturers to understand the relevant technicaldata relating to the supplier＇s design or the equipment provided that thesupplier＇s works are not hindered or the relevant equipment manufactureragrees to receive the buyer＇s engineer the supplier shall assist for thebuyer to arrange entry visa and sojourn formalities
2146 during the performance of the works the supplier shall answerin time the questions put forward by the buyer in connection with thedesign and technical problems in the scope of the contract
2147 detailed contents time place and participants of the designliaison meetings are specified in appendix 71 （scope of works and supply)hereto
215 delivery of technical documents
2151 the technical documents shall be delivered on cpt （carriagepaid to）destination airport （in case of air cargo）or destination place（in case of special courier）in accordance with incoterms the contentsnumber of copies and delivery schedule of the technical documents arestipulated in appendix 71 （scope of works and supply）hereto
2152 not later than seven （7）days before dispatching the technical
documents the supplier shall notify the buyer by cable telexfax of the
contract number approximate number of parcels approximate gross weight
and expected date of arrival at _________
2153 within _________ working days after dispatching the saidtechnical documents the supplier shall notify the buyer bycabletelexfax of
（a）in case of air cargo the contract number number of parcels gross weight dispatchingdate flight number and air waybill number
（b）in case of special courier servicesthe contract number number of parcels gross weight dispatching dateand cargo receipt number
2154 the date of air waybill （in case of air cargo）or the date ofcargo receipt （in case of special courier services）shall be deemed to beas the actual delivery date of the technical documents
2155 in case of any shortage loss or damage caused to the technicaldocuments due to the supplier＇s responsibilities before the deliverythereof the supplier shall make supplementary delivery for the partshort lost or damaged within _________ days after receiving the buyer＇snotification without any charge
2156 within _________ working days after delivery of each batch oftechnical documents the supplier shall send to the buyer the followingdocuments
（a）air waybill in copies （marked with the contract number andnotifying the forward agent of the buyer at the destination airport)
（b）detailed list of technical documents in 2 copies
2157 the technical documents shall be properly packed to withstandnumerous handling and longdistance transportation and to protect damagesfrom moisture and rain the surface of each package shall be marked withthe following printed words
（a）contract no_________
（b）consignee_________
（c）destination_________
（d）shipping mark_________
（e）gross weight （kg)_________
（f）case no ＼bale no_________
detailed list which indicates title series number and number of pagesof the delivered technical documents shall be enclosed in each packagetogether with the technical documents
216 buyer＇s design and engineering
the buyer shall perform and complete its scope of the design andengineering specified in appendix 71 （scope of works and supply）heretoin accordance with the supplier＇s technical documents and proper designand engineering practice if any technical document prepared by the buyeris defective inadequate or insufficient the buyer shall correct suchdefect inadequacy or insufficiency at the buyer＇s expense and anyadditional expenses incurred by the buyer andor the supplier due to suchdefect inadequacy or insufficiency shall be borne by the buyer includingbut not limited to expenses for repair replacement or modification ofequipment procured by the buyer or the equipment or additionalconstruction expenses incurred by the buyer in accordance with article272 hereof
the scope of design undertaken by the buyer and the contents oftechnical documentation supplied by the buyer to the supplier is specifiedin appendix 71 （scope of works and supply）hereto the supplier shalltake it as the basis for its design
if the supplier requests the buyer for review by the supplier of thetechnical documents prepared by the buyer in accordance with appendix 71（scope of works and supply）hereto the buyer shall submit the relevanttechnical documents requested by the supplier to the supplier for reviewif supplier considers necessary
the supplier is entitled to assign anddispatch its engineer（s）to the buyer＇s design office to give technicaladvice and instructions
such reviews by the supplier do not relieve the buyer from the buyer＇sresponsibilities in relation to correctness or appropriateness of thetechnical documents prepared by the buyer
article 22 supply and delivery
221 supply of equipment
subject to article 142 （advance payment bond）hereof the suppliershall procure and supply all the equipment in an expeditious and orderlymanner
222 delivery
2221 the equipment shall be delivered on fob _________ ports basisin accordance with incoterms
the supplier shall complete the delivery of the equipment in _________basic lots in accordance with the final delivery schedule specified inarticle 2223 hereof in addition to the above basic lots the suppliershall deliver the following lots however these additional lots shall notbe considered as one of the above basic lots
（a）foundation templates and anchor bolts of the equipment shall bedelivered in _________ lot（s）within _________ months from the effectivedate
（b）catalyst（s) chemical（s）andor lubricant oil which are to besupplied by the supplier in accordance with appendix 71 （scope of worksand supply）hereto shall be delivered in _________ lot（s）not later than_________ months before the commencement of the commissioning
（c）_________
the total gross weight of the equipment is approximately _________metric tons and the total volume is approximately _________ cubic metersthe port（s）of shipments are _________ the port of destination is_________
2222 within _________ months after the effective date the suppliershall submit to the buyer
（a）the preliminary delivery schedule in six （6）copies whichspecifies the contract number item number name of the equipmentquantity total price approximate total gross weight approximate totalvolume time of each shipment shipping port name of dangerous or inflammable equipment and
（b）approximate dimensions （length width and height）of theoversized or overweighted equipment
the maximum limit of the weight of each inseparable integratedequipment is _________ metric tons while the maximum limit of measurement is_________ x _________ x _________ meters
2223 not later than _________ months before the first delivery thesupplier shall submit to the buyer
（a）the final delivery schedule in six （6）copies which specifies thecontract number despatch number item number name of the equipmentquantity total price approximate total gross and net weight approximatetotal volume approximate dimensions （length x width x height）and volumeof each packaging case time of each shipment identification of basiclots and additional lots shipping port name of dangerous or inflammableequipment and imo no and
（b）pecial requirements and precautions to be taken fortransportation and storage of dangerous or inflammable equipment
2224 the date of on board bill of lading shall be deemed to be theactual delivery date of the respective equipment
2225 not later than _________ days before the readiness of eachshipment（1）the supplier shall notify the buyer by cabletelex fax ofthe following information（a）contract number（b）date of readiness of the equipment（c）total volume（d）total gross weight（e）total number of packages（f）shipping port（g）name total gross weight and measurement of each package of theoversized or overweight equipment（h）name and imo number of the dangerous or inflammable equipment（2） at the same time the supplier shall submit to the buyer thefollowing documents each in six （6）copies
（a）the detailed list of the shipment covering the contract numberitem number name of the equipment specification type quantity totalprice the dimensions of each package （length x width x height) totalnumber of packages and name of shipping port
（b）overall packing sketch for each package of the oversized oroverweight equipment
（c）description covering names properties special protectivemeasures and way of handling an accident for any dangerous or inflammableequipment
（d）description of the special precautions to be taken for theequipment with a special requirement for temperature shock etc duringthe transportation
another copy of the said documents shall be submitted to the forwardagent of the buyer at the port of destination as a basis for arrangingtransportation loading and unloading of the equipment by the buyer
2226 each discrete part of the equipment shall be shipped as awhole their special tools for erection and easily worn out parts shall bedispatched along with the equipment concerned in case that any equipmentwhich are normally to be shipped on deck the supplier shall beresponsible for their proper packing and take special protective measures
2227 at the latest _________ days before the arrival of the carryingvessel at the shipping port the buyer shall notify the supplier bycabletelexfax of the name of the carrying vessel expected date ofarrival age and classification of the vessel shipping agent and otherinformation necessary for the shipment （in case of substitution of thevessel or alteration of the shipping schedule the buyer or its shippingagent shall duly inform the supplier to this effect)
2228 in the event of the supplier＇s failure in effecting shipmentupon the arrival of the buyer＇s vessel at the shipping port thedemurrage dead freight and other relevant charges thus incurred shall befor the supplier＇s account such charges shall be calculated and settledin accordance with the relevant documents issued by the shipping company
2229 provided the supplier has the equipment ready for shipment bythe expected date of arrival of the carrying vessel and the buyer＇svessel fails to arrive at the loading port within _________ days after theexpected date of shipment the storage charges insurance premiuminterest and all the other additional expenses thus incurred by thesupplier within the said _________ days shall be for the supplier＇s accountthe storage charges insurance premium interest and all the otheradditional expenses thus incurred by the supplier from the 31st day shallbe reimbursed by the buyer against the supplier＇s invoice accompanied withthe necessary accounting documents certifying the expenses incurred andthe reimbursement shall be made within _________ days after receipt of thesupplier＇s invoice by the buyer in this case the supplier shall berelieved from the delivery time guarantees specified in article 26（delivery time guarantees）hereof
if the buyer and the supplier agree the supplier may deliver theabove equipment on cif _________ port basis at the buyer＇s account the buyershall reimburse freight and insurance premium against the supplier＇sinvoice accompanied with the necessary accounting documents certifying theexpenses incurred and the reimbursement shall be made within twenty （20)days after receipt of the supplier＇s invoice by the buyer
if the above equipment is not delivered on board due to the buyer＇sreason within _________ months from the expected date of delivery the buyershall make the payment for the said equipment and the risk therefor shallbe transferred from the supplier to the buyer
however the supplier shall deliver the equipment on board thecarrying vessel at the supplier＇s own expenses in accordance with thebuyer＇s notification as soon as arrival of the vessel at the shippingport
22210 within _________ working days after each shipment is effectedthe supplier shall inform the buyer by cabletelexfax of the contractnumber the date and number of bill of lading name of the carryingvessel name of the equipment total price total number of packagestotal weight and total volume of the equipment for each large piece ofequipment or dangerous equipment if any as mentioned in article 22251hereof measurement （length x width x height）shall be additionallyinformed
22211 after the last major shipment is achieved the buyer and thesupplier shall conclude the protocol which confirms the achievement of thelast major shipment the date of the last major shipment shall be the dateof the bill of lading for the equipment of the last basic lot identifiedin the final delivery schedule（alternative cif basis)
223 packing and marking
2231 the supplier shall have the equipment properly packed in woodencases and shall take measures to protect the equipment from moisturerain rust corrosion and shock etc according to their different shapesand special features so as to withstand numerous handling loading andunloading as well as longdistance sea and inland transportation to ensurethe safe arrival of the equipment at the contract plant without any damageor corrosion
2232 the supplier shall mark the following on two （2）sides of eachpackaging case of the equipment with indelible paint in conspicuousenglish printed words
（a）contract no_________
（b）shipping mark_________
（c）destination_________
（d）consignee_________
（e）case no ＼bale no_________
（f）gross＼net weight （kg)_________
（g）measurement （length x width x height in cm)_________
2233 should the equipment weight _________ or more than _________ metrictons gravity and hoisting position shall be marked in english withinternational trade transportation practice marks and illustrative marksso as to facilitate loading unloading and handling
in accordance with characteristics and different requirements inloading unloading and transportation of the equipment the packaging caseshall be conspicuously marked with handle with care right side upkeep dry or etc in english and with appropriate international tradepractice marks and illustrative marks
2234 the shipping marks under article 2233 hereof shall beindicated with metal labels for the equipment delivered without packagingcase
for the equipment loaded on deck sufficient shores or chocks shouldbe provided by the supplier
2235 the loose accessories in package or bundle shall be labeled bythe supplier which label indicates the contract number name of theequipment and name of the said accessories spare parts and tools shall bemarked with the words spare parts or tools besides the aboveparticulars
2236 the following documents shall be enclosed in each package ofthe equipment
（a）packing list in two （2）copies
（b）overall assembling drawings for machines and parts which need tobe assembled at the contract plant in two （2）copies
2237 should the equipment be damaged or lost due to the supplier＇simproper packing andor inadequate protective measures before shippingthe supplier shall be responsible for repair or replacement therefor
224 customs clearance
the buyer shall at its own expense handle all imported equipment atthe point（s）of import and any formalities for customs clearance
article 23 test and inspection
231 the supplier shall at its own expense carry out at the place ofmanufacture all such test andor inspection of the equipment as arespecified in the contract
232 the buyer shall be entitled to attend the aforesaid test andorinspection by its own duly authorized and designated inspector providedthat the buyer shall bear all costs and expenses incurred in connectionwith such attendance including but not limited to all traveling andboard and lodging expenses
233 whenever the supplier is ready to carry out any such test andorinspection the supplier shall give a reasonable advance notice of suchtest andor inspection and of the place and time thereof the suppliershall obtain from any relevant third party or manufacturer any necessarypermission or consent to enable the buyer＇s inspector to attend the testandor inspection
234 the supplier shall provide the buyer with a report of the resultsof any such test andor inspection
if the buyer＇s inspector fails to attend the test andor inspectionor if it is agreed between the parties that the buyer＇s inspector shallnot do so then the supplier may proceed with the test andor inspectionin the absence of the buyer＇s inspector and provide the buyer with areport of the results thereof
235 the buyer may require the supplier to carry out any test andorinspection not described in the contract provided that no such testandor inspection impedes the progress of the works andor the supplier＇sperformance of its other obligations under the contract and providedfurther that the supplier＇s reasonable costs and expense incurred in thecarrying out of such test andor inspection shall be added to the contractprice
236 if any equipment fails to pass any test andor inspection thesupplier shall either rectify or replace such equipment and shall repeatthe test andor inspection upon giving a notice under article 233 above
237 if any dispute or difference of opinion shall arise between theparties in connection with or arising out of the test andor inspection ofthe equipment which cannot be settled between the parties within areasonable period of time it may be referred to an expert fordetermination in accordance with article 72 （reference to expert）hereofif such dispute or difference is referred to an expert the buyer shallgive instructions as to whether or not and if so how the works are toproceed the supplier shall proceed with the works in accordance with thebuyer＇s instructions provided that if the expert upholds the supplier＇sargument and if no notice has been given by the buyer under article 723hereof then the supplier shall be reimbursed by the buyer for anyadditional costs incurred by reason of such instructions and shall berelieved of such responsibility or liability in connection with thedispute and the execution of the instructions as the expert shall decideand the time for delivery shall be extended accordingly
238 the supplier shall afford the buyer at the latter＇s expenseaccess at any reasonable time to any place where the equipment are beingmanufactured in order to inspect the progress and the manner ofmanufacture provided that the buyer shall give the supplier a reasonableprior notice
239 the supplier agrees that neither the execution of a test andorinspection of the equipment nor the attendance by the buyer＇s inspectornor the issue of any test certificate pursuant to article 234 above shallrelease the supplier from any other responsibilities under the contract
2310 the buyer shall conduct open package inspection on the equipmentafter its arrival at the contract plant and shall prepare inspectionrecord and inspection report in case the law of the buyer＇s countryrequires mandatory inspection the buyer shall arrange an authoritativeinspection institution for mandatory inspection to issue an inspectioncertificate the expenses thus incurred shall be borne by the buyerthe said authoritative inspection institution in the buyer＇s countryshall be _________
2311 the supplier shall be entitled at his own expense to send hisinspectors or inspectors of the notary third party organization （hereincollectively referred to as supplier＇s inspector）to take part in the openpackage inspection the buyer shall inform the supplier of the date ofrespective open package inspection in due time and render assistance tothe supplier＇s inspectors in arranging the entry visas
2312 in case the supplier＇s inspectors are unable to join therespective open package inspection due to reason attributable to thesupplier the buyer shall have the right to proceed the relevant openpackage inspection independently or to invite the authoritative inspectioninstitution to perform open package inspection
2313 should any shortage defect damage of the equipment or improperpackage be found in open package inspection detailed record shall be madeand signed by the representatives of both parties in case the supplier＇sresponsibility is ascertained the said record shall be taken as aneffective evidence for the buyer to claim replacement repair orsupplement in case the buyer＇s responsibility is ascertained thesupplier shall make replacement repair or supplement at the earliest timepossible at the buyer＇s expense
2314 if the buyer considers that the inspection of the equipment bydisassembling thereof is necessary the buyer may perform suchdisassembling inspection provided that the buyer and the supplier shallmutually agree to such inspection in advance
the supplier＇s engineer（s)may witness such inspection and the buyer shall perform such inspection inaccordance with the relevant technical documents supplied by the supplierat that timehowever in any event the following equipment shall not bedisassembledinstrument equipmentelectrical equipmentrotating equipment computer
2315 after the openpackage inspection the buyer shall properlyrepack and store the equipment in accordance with the instructions of thesupplier＇s engineer（s)
2316 the open package inspection shall not release the supplier fromdefect liability under article 27 （defect liability）hereof
article 24 erection and precommissioning
241 the erection and the precommissioning shall be carried out bythe buyer with the supplier＇s technical services in accordance withappendix 75 （the supplier＇s engineer＇s technical services and workingconditions)
the supplier shall provide the technical services on theerection and the precommissioning of the contract plant the supplier＇sengineer shall give detailed explanation of methods and requirements ofthe erection and the precommissioning to the buyer＇s personnel who aretaking part in the erection and the precommissioning the importanttechnical explanation shall be given in written form
each party shall nominate within sixty （60）days before thebeginning of the erection one general representative to deal with allmatters in connection with the works at the contract plant during theperiod from erection up to the acceptance of the contract plant suchsupplier＇s general representative shall arrive at the contract plant_________ day prior to the beginning of the erection the generalrepresentatives of both parties shall fully cooperate to prepare workingschedule and to analyze the problems and difference which are to beclarified and solved through friendly consultation further descriptionwith regard to the general representatives of the buyer and the supplierat the contract plant are referred to in appendix 75
（the supplier＇sengineer＇s technical services and working conditions）hereto
242 as soon as the contract plant has in the opinion of the buyerand the supplier been completed mechanically and structurally and put ina tight and clean condition the supplier and the buyer shall confirmcompletion of the erection in writing
243 within seven （7）days after the confirmation of completion of theerection under article 242 above the buyer shall supply the operating andmaintenance personnel specified in appendix 71 （scope of works andsupply）hereto for the precommissioning of the contract plant
pursuant to appendix 71 （scope of works and supply）hereto the buyershall also provide within the said seven （7）day period the rawmaterials utilities lubricants chemicals catalysts facilitiesservices and other matters required for the precommissioning of thecontract plant
244 as soon as is reasonably practicable after the operating andmaintenance personnel have been supplied by the buyer and the rawmaterials utilities lubricants chemicals catalysts facilities andservices and other matters have been provided by the buyer in accordancewith article 243 above the buyer shall commence the precommissioning ofthe contract plant in preparation for the commissioning
245 within seven （7）days after all works in respect of theprecommissioning are completed and in the opinion of the buyer and thesupplier the contract plant is ready for the commissioning the buyer andthe supplier shall confirm the readiness for the commissioning in writing
article 25 commissioning and acceptance
251 commissioning
2511 the commissioning of the contract plant shall be performed bythe buyer immediately after the confirmation of the readiness for thecommissioning under article 245 hereof the commissioning period shall be_________ months after commencement of the commissioning
2512 during the commissioning the buyer shall supply the operatingand maintenance personnel raw materials utilities lubricantschemicals catalysts maintenance tools laboratory testing facilitiesfacilities services and other matters required for the operation of thecontract plant as specified in appendix 71 （scope of works and supply)hereto
2513 during the commissioning the supplier＇s engineer shall providethe buyer＇s engineer with the technical services in accordance withappendix 75 （the supplier＇s engineer＇s technical services and workingconditions）hereto
2514 all the sampling and analytical tests during the commissioningperiod shall be done at the presence of the representatives of bothparties and the detailed record shall be made the supplier＇s engineershall have the right to access to the laboratory and testing facilitiesfor sampling and analyzing
2515 during the commissioning period the buyer＇s stored spare partsshall be used for the replacement of defective equipment if any shouldthe spare parts be used due to supplier＇s reason they shall bereplenished by the supplier in time
2516 when the buyer and the supplier consider that the contractplant has been operated under stable conditions the buyer and thesupplier shall confirm that the contract plant is ready for theperformance test
252 performance test
2521 immediately after the confirmation under article 251 6 abovethe performance test （and repeated run thereof）shall be conducted by thebuyer during the commissioning of the contract plant to ascertain whetherthe contract plant can attain the process performance guarantees specifiedin appendix 5
（process performance guarantees）hereto in accordance witharticle 28 （process performance guarantees）hereof
2522 if for reasons not attributable to the supplier theperformance test of the contract plant cannot be successfully completedwithin _________ months from date of the last major shipment the suppliershall be deemed to have fulfilled its obligations with respect to theprocess performance guarantees specified in appendix 5 （processperformance guarantees）hereto and articles 283 and 284 hereof shall notapply
2523 during the performance test the supplier＇s engineer shallprovide the buyer＇s engineer with the technical services on theperformance test of the contract plant in accordance with appendix 75（the supplier＇s engineer＇s technical services and working conditions)hereto
2524 any performance test shall be carried out in accordance withthe standards methods conditions procedures and orders which arespecified in appendix 5 （process performance guarantees）hereto as wellas the technical advice and instructions of the supplier＇s engineer asspecified in appendix 75 （the supplier＇s engineer＇s technical servicesand working conditions）heretoall guarantee figures to be tested are specified in appendix 5（process performance guarantees）hereto the performance test shall becompleted in _________ days
2525 the progress and the result of the performance test shall berecorded in detail by both parties within three days after the completionof the performance test the said report of the performance test shall beconfirmed and signed by the representatives of the buyer and the supplier
253 acceptance
2531 acceptance shall occur in respect of the contract plant when
（a）the performance test has been successfully completed and theprocess performance guarantees specified in appendix 5 （processperformance guarantees）hereto are met or
（b）the performance test has not been successfully completed forreasons not attributable to the supplier within _________ months from the
date of the last major shipment as specified in article 25 22 above or
（c）the supplier has paid the liquidated damages specified in article284 （failure to meet performance guarantees）hereof
2532 at any time after any of the events set out in article 2531above has occurred the supplier may give a notice to the buyer requestingthe issue of an acceptance certificate in respect of the contract plant asat the date of such notice
2533 the buyer shall within seven （7）days after receipt of the supplier＇s notice issue such acceptance certificate
2534 if within seven （7）days after receipt of the supplier＇ snotice the buyer fails to issue the acceptance certificate or fails toinform the supplier in writing of the justifiable reasons why the buyerhas not issued the acceptance certificate the contract plant there of shall be deemed to have been accepted as at the date of the supplier＇ssaid notice
article 26 delivery time guarantee
261 delivery time guarantee the supplier guarantees that it shall deliver to the buyer
（a）each such basic lot of the equipment within such corresponding time for delivery as referred to in article 2221 hereof and finallyfixed in the final delivery schedule pursuant to article 2223 hereofand
（b）each such basic item of the technical documents whose time fordelivery is guaranteed as specified in appendix 74 （time schedule）heretowithin the corresponding time for delivery specified therein
subject however to any extension of each such time for delivery towhich the supplier shall be entitled under article 37 （extension of timefor delivery）hereof
262 late delivery of equipment
if the supplier fails to deliver to the buyer any portion of the equipment included in such a basic lot within such corresponding time fordelivery as specified in article 261 （delivery time guarantee）above orany extension thereof under article 37 （extension of time for delivery)hereof the supplier shall pay to the buyer liquidated damages for eachsuch delayed portion of the equipment at the following rates for everyweek of delay providing that fractions of four days or more shall becounted as one week and fraction（s）of less than four days shall beomitted
（a）for the first four weeks of delay_________ per cent （_________）of the invoiced amount of the delayedportion of the equipment per week
（b）for the second four weeks of delay following the first four weeksof delay_________ per cent （_________）of the invoiced amount of the delayedportion of the equipment per week
（c）for the ninth and subsequent week（s）of delay_________ per cent （_________）of the invoiced amount of the delayedportion of the equipment per week
such monies shall be paid as liquidated damages and not as a penaltythe total aggregate amount of such liquidated damages shall in no eventexceed _________ per cent （_________）of the contract price for theequipment specified in article 12 （contract price and technical servicefee）hereof
263 late delivery of technical documents
if the supplier fails to deliver to the buyer any basic item of thetechnical documents specified in appendix 74 （time schedule）hereto whosetime for delivery is guaranteed under article 261 （delivery timeguarantee）above within the corresponding time for delivery specified inappendix 74
（time schedule）hereto or any extension thereof under article37 （extension of time for delivery）hereof the supplier shall pay to thebuyer liquidated damages for each such delayed basic item of the technicaldocuments at the following rates for every week of delay providing thatfractions of four days or more shall be counted as one week andfraction（s）of less than four days shall be omitted
（a）for the first four weeks of delay_________ percent （_________）of the total design fee specified inarticle 12 （contract price and technical service fee）hereof per week
（b）for the second four weeks of delay following the first four weeksof delay_________ percent （_________）of the aforesaid total design fee perweek
（c）for the ninth and subsequent week（s）of delay_________ percent （_________）of the aforesaid total design fee perweek
such monies shall be paid as liquidated damages and not as a penaltythe total aggregate amount of such liquidated damages shall in no eventexceed _________ per cent （_________）of the aforesaid total design fee
264 payment of liquidated damages
the payment of liquidated damages under articles 262 （late deliveryof equipment）and 263 （late delivery of technical documents）above shallbe in complete satisfaction of the supplier＇s obligation to deliver to thebuyer the relevant equipment or the relevant technical documents withinthe corresponding time for delivery specified in article 261 （deliverytime guarantee）above or any extension thereof under article 37 （extensionof time for delivery）hereof and the supplier shall have no furtherliability whatsoever to the buyer in respect thereof
however such payment of liquidated damages shall not in any wayrelieve the supplier from any of its obligations to deliver to the buyerthe equipment and the technical documents or from any other obligationsand liabilities of the supplier under the contract
save for liquidated damages payable under articles 262 （late deliveryof equipment）and 263 （late delivery of technical documents）above thefailure by the supplier to attain any milestone or other act matter orthing by any such date or within any such time as specified in appendix74 （time schedule）hereto andor other program of the works preparedpursuant to article 19 （work program）hereof shall not render the supplierliable for any loss or damage thereby suffered by the buyer
article 27 defect liability
271 guarantees and defect liability period
2711 the supplier guarantees that
（a）the equipment or any part thereof shall be free from defects indesign materials and workmanship
（b）the technical documents or any part thereof except for thosewhich are of preliminary nature or to be delivered to the buyer by thesupplier for the buyer＇s information shall be correct and haveconsistency in the contents thereof and shall be sufficient to enable theinternationally competent recognized engineers to understand the contentsthereof and
（c）the technical advice and instructions given in writing by thesupplier＇s engineer during his performance of the technical services shallbe correct
2712 the period of the validity of the guarantees given by thesupplier under article 2711 above ie the defect liability perioddefined in article 1 （definitions）hereof shall commence from the date ofdelivery of the relevant equipment the date of delivery of the relevanttechnical documents or the date of provision of the relevant technicaladvice or instructions given in writing by the supplier＇s engineer at thecontract plant as the case may be and shall end upon the expiry of_________ months from the date of the last major shipment or twelve （12)months from the date of the acceptance of the contract plant whichevercomes earlier subject however to any extension under article 2727hereof
272 defect liability for equipment
2721 if during the defect liability period any defect should befound in the design materials or workmanship of the equipment or any partthereof the supplier shall promptly and at its cost repair replace orotherwise make good （as the supplier shall at its discretion determine)such defect as well as any damage to the equipment caused by such defectprovided that the supplier shall not be responsible for the repairreplacement or making good of any defect of or any damage to the equipmentarising out of or resulting from any of the following causes
（a）improper design engineering storage transportation handlinginstallation erection operation or maintenance of the contract plant byor on behalf of the buyer
（b）any defect or deficiency in the equipment machinery materialsand other supplies for the contract plant supplied by or on behalf of thebuyer
（c）operation of the contract plant outside the specificationsprovided in the contract
（d）failure on the part of the buyer to follow and conform to thetechnical documents and other recommendations advice and instructionsprovided by the supplier or the supplier＇s engineer under the contract
（e）erosion or corrosion
（f）normal wear and tear
2722 the supplier＇s obligations under this article 272 （defect liability for equipment）shall not apply to
（a）any equipment machinery material and other supply which are supplied by or on behalf of the buyer under article 103 hereof
（b）any part of the equipment which are normally consumed in operation or which have a normal life shorter than the defect liability period
（c）any design specification or other data designated supplied orspecified by or on behalf of the buyer or any matter for which thesupplier has disclaimed responsibility hereunder or
（d）any other material supplied or any work executed by or on behalfof the buyer except for the work executed by the buyer under article2726 below
2723 the buyer shall give the supplier a notice stating the natureof any such defect together with all available evidence thereof promptlyfollowing the discovery thereof the buyer shall afford all reasonableopportunity for the supplier to inspect any such defect
2724 the buyer shall afford the supplier all necessary access to thecontract plant to enable the supplier to perform its obligations underthis article 272 （defect liability for equipment)
the supplier may with the consent of the buyer remove from thecontract plant the equipment or any part thereof which is defective if thenature of the defect andor any damage to the equipment caused by thedefect is such that repairs cannot be expeditiously carried out at thecontract plant
2725 if the repair or replacement or making good is of such acharacter that it may affect the efficiency of the equipment or any partthereof the buyer may give to the supplier a notice requiring that testsshall be made by the supplier of the defective part of the equipmentimmediately on completion of such remedial work whereupon the suppliershall carry out such tests
if such part fails the tests the supplier shall carry out furtherrepair replacement or making good （as the case may be）until that part ofthe equipment passes such tests the tests shall be agreed by the buyerand the supplier
2726 if the supplier fails to commence the work necessary to remedysuch defect or any damage to the equipment caused by such defect within areasonable time the buyer may carry out such work in a reasonable mannerand the reasonable direct costs incurred by the buyer in connectiontherewith shall be paid to the buyer by the supplier providing that thelabor costs included in such costs shall be calculated based on the localcosts incurred in the country in which the contract plant is to beconstructed
2727 if the equipment or any part thereof cannot be used by reasonof such defect andor making good of such defect the defect liabilityperiod of the equipment or such part as the case may be shall beextended by a period equal to the period during which the equipment orsuch part cannot be used by the buyer due to any of the aforesaid reasons
273 defect liability for technical documents
2731 if during the defect liability period any error or mistakeshould be found in the technical documents or any part thereof
（a）the supplier shall promptly and at its cost correct such error ormistake and redeliver to the buyer the technical documents or part（s)thereof so corrected and repair replace or otherwise make good （as thesupplier shall at its discretion determine）any such defect in or anysuch damage to the equipment or any part thereof as caused by the saiderror or mistake in the technical documents or any part thereof subjectto the same conditions as set forth in articles 2721 through 2727above inclusive or
（b）the supplier shall be liable for and pay to the buyer reasonabledirect costs incurred by the buyer in repairing replacing or otherwisemaking good （as the supplier shall at its discretion determine）any suchdefect in or any such damage to any part of the contract plant otherthan the equipment supplied or the works for the contract plant executedby or on behalf of the buyer as caused by the said error or mistake inthe technical documents or any part thereof providing that the laborcosts included therein shall be calculated based on the local costsincurred in the country in which the contract plant is to be constructed
provided that the supplier shall not be responsible for any such erroror mistake in the technical documents or any part thereof as caused byinaccurate drawings data or information furnished to the supplier by thebuyer and for any defect in or damage to any part of the contract plantor the works for the contract plant executed by or on behalf of the buyeror any other loss or damage incurred by the buyer arising out of orresulting from any such error or mistake in the technical documents or anypart thereof as caused by inaccurate drawings data or informationfurnished to the supplier by the buyer or any failure on the part of thebuyer to fully comply with the technical documents
2732 the buyer shall give the supplier a notice stating the natureof any error or mistake in the technical documents or any part thereof andof any such defect in or any such damage to any part of the contractplant or the works for the contract plant executed by or on behalf of thebuyer as caused by the said error or mistake in the technical documentsor any part thereof promptly following the discovery thereof the buyershall afford all reasonable opportunity for the supplier to inspect anysuch error or mistake or any such defect or damage
2733 notwithstanding anything to the contrary provided in thecontract the aggregate liability of the supplier to the buyer arising outof or in connection with the technical documents under this article 273（defect liability for technical documents) except for the liability tocorrect the erroneous or defective technical documents and redeliver thetechnical documents so corrected and to repair replace or otherwise makegood any defect in or any damage to the equipment or any part thereofunder article 2731 above shall not exceed _________ per cent（_________）of the total design fee specified in article 12 （contractprice and technical service fee）hereof
274 defect liability for technical services
2741 if during the defect liability period any error or mistakeshould be found in the technical advice and instructions given in writingby the supplier＇s engineer during his performance of the technicalservices
（a）the supplier shall promptly and at its cost reperform thetechnical services related to such erroneous or mistaken written technicaladvice or instructions and repair replace or otherwise make good （as thesupplier shall at its discretion determine）any such defect in or anysuch damage to the equipment or any part thereof as caused by the saiderror or mistake in the written technical advice or instructions subjectto the same conditions as set forth in articles 2721 through 2727above inclusive or
（b）the supplier shall be liable for and pay to the buyer reasonabledirect cost incurred by the buyer in repairing replacing or otherwisemaking good （as the supplier shall at its discretion determine）any suchdefect in or any such damage to any part of the contract plant otherthan the equipment supplied or the works for the contract plant executedby or on behalf of the buyer as caused by the said error or mistake inthe written technical advice or instructions providing that the laborcosts included therein shall be calculated based on the local costsincurred in the country in which the contract plant is to be constructed
provided that the supplier shall not be responsible for the technicalservices related to any such erroneous or mistaken written technicaladvice or instructions as caused by inaccurate drawings data orinformation furnished to the supplier by the buyer and for any defect inor damage to any part of the contract plant or the works for the contractplant executed by or on behalf of the buyer or any other loss or damageincurred by the buyer arising out of or resulting from any such error ormistake in the written technical advice or instructions given by thesupplier＇s engineer as caused by inaccurate drawings data or informationfurnished to the supplier by the buyer or any failure on the part of thebuyer to fully comply with the written technical advice or instructionsgiven by the supplier＇s engineer or any performance by the buyer withoutattendance of the supplier＇s engineer of any procedure
test program orwork which are subject to the attendance of the supplier＇s engineer underthe contract
2742 the buyer shall give the supplier a notice stating the natureof any error or mistake in the aforesaid written technical advice orinstructions given by the supplier＇s engineer and of any such defect inor any such damage to any part of the equipment or any part of thecontract plant other than the equipment supplied or the works for thecontract plant executed by or on behalf of the buyer as caused by thesaid error or mistake in the written technical advice or instructionsgiven by the supplier＇s engineer promptly following the discoverythereof the buyer shall afford all reasonable opportunity for thesupplier to inspect any such defect or damage
2743 notwithstanding anything to the contrary provided in thecontract the aggregate liability of the supplier to the buyer arising outof or in connection with the technical services under this article 274（defect liability for technical services) except for the liability of thesupplier to reperform the technical services related to the erroneous ormistaken written technical advice or instructions and to repair replaceor otherwise make good any defect in or any damage to any part of theequipment under article 2741 above shall not exceed _________ per cent（_________）of the total sum of the technical service fee which thesupplier shall have received from the buyer
275 except as provided in this article 27 （defect liability）andarticle 32 （loss or damage to propertyaccident or injury toworkmenindemnification）hereof the supplier shall be under no liabilitywhatsoever and howsoever arising and whether under the contract or atlaw in respect of defects in the contract plant or the equipment or anypart thereof materials design or engineering or work executed or errorsor mistakes in the technical documents or any part thereof or in thetechnical services
article 28 process performance guarantees
281 process performance guarantees and performance test
the supplier guarantees that during the performance test or anyrepeated run thereof the contract plant shall attain the processperformance guarantees specified in appendix 5 （process performanceguarantees）hereto subject to and upon the conditions specified in thisarticle 28 （process performance guarantees）and the said appendix 5
282 preconditions
the process performance guarantees under article 281 （processperformance guarantees and performance test）above shall be expresslyconditioned upon the following being fully satisfied or fulfilled by or onbehalf of the buyer
（a）any and all supplies and works （except for those falling withinthe supplier＇s scope of supplies and services under the contract) such asdesign of the contract plant （other than the equipment）andor itsassociated facilities to be executed by or on behalf of the buyerequipment machinery and materials for the contract plant （other than theequipment）andor its associated facilities to be supplied by or on behalfof the buyer civil building erection installation and commissioningworks and operation and maintenance of the contract plant andor itsassociated facilities shall be properly provided or performed by thebuyer and shall be in accordance with the requirements under the contractthe technical documents and the technical advice and instructions given bythe supplier＇s engineer under the contract
（b）the buyer shall during the commissioning and the performance testof the contract plant （including any repeated run thereof）provide at itsown expense skilled and welltrained laborers and operators rawmaterials lubricants consumables other materials and supplies toolstesting and measuring devices and utilities in reasonably sufficientquantity with required quality needed for proper execution of thecommissioning and the performance test （including any repeated runthereof) in accordance with the requirements under the contract thetechnical documents and the technical advice and instructions given by thesupplier＇s engineer under the contract and shall give the supplier＇sengineer opportunities to check them in advance or at all reasonable timesduring the commissioning and the performance test
（including any repeatedrun thereof) the supplier＇s engineer may reject such laborers andoperators raw materials lubricants consumables other materials andsupplies tools testing and measuring devices and utilities which thesupplier＇s engineer deems to be unsuitable of insufficient quality notsuitably prepared or otherwise inadequate for the commissioning or theperformance test （including any repeated run of said performance test)
（c）the performance test （including any repeated run thereof）shall becarried out by the buyer under the technical advice and instructions givenby the supplier＇s engineer under the contract in accordance with suchprocedures programs methods testing conditions and other terms andconditions as provided for in the contract and in compliance with therelevant technical documents
283 minimum level
if for reasons attributable to the supplier the minimum level of theprocess performance guarantees specified in appendix 5 （processperformance guarantees）hereto is not met either in whole or in partduring the performance test the supplier shall at its cost and expensemake such changes modifications andor additions to the contract plant orany part thereof as may be necessary so as to meet at least the minimumlevel of such guarantee in such manner and to such extent as specified inarticles 2721 2731 and 2741 above the supplier shall notify thebuyer upon completion of the necessary changes modifications andoradditions and shall repeat the performance test in the same manner as thatof the first performance test until the minimum level of such guaranteehas been met
284 failure to meet performance guarantees
if for reasons attributable to the supplier the process performanceguarantees specified in appendix 5 （process performance guarantees）heretoare not attained either in whole or in part
but the minimum level of theprocess performance guarantees is met during the performance test thesupplier shall at its option either
（a）make such changes modifications andor additions to the contractplant or any part thereof as may be necessary in order to attain theprocess performance guarantees in such manner and to such extent asspecified in articles 2721 2731 and 2741 above at its cost andexpense andor offer the buyer to change the operating conditions of thecontract plant whereupon a further performance test shall be carried outin the same manner as that of the first performance test subjecthowever to the changed operating conditions of the contract plant if somutually agreed upon or
（b）pay liquidated damages to the buyer in respect of the failure tomeet the process performance guarantees in accordance with appendix 5（process performance guarantees）hereto
if the supplier exercises the option specified in item （a）above andany performance test carried out pursuant thereto fails to attain theprocess performance guarantees referred to above either in whole or inpart for reasons attributable to the supplier then the foregoingprocedures shall apply to the subsequent course of action and proceduresto be taken by the supplier
285 payment of liquidated damages
the payment of liquidated damages under article 284 （failure to meetperformance guarantees）above shall be in complete satisfaction of thesupplier＇s guarantees under article 281 （process performance guaranteesand performance test）above and any other corresponding or equivalentprovision set out in the contract （whether in appendix 7 hereto orotherwise）and the supplier shall have no further liability whatsoever tothe buyer in respect thereof upon the payment of such liquidated damagesby the supplier the buyer shall issue the acceptance certificate for thecontract plant in respect of which the liquidated damages have been sopaid
article 29 patent indemnity
291 the supplier shall until the cutoff date defined in paragraph 1of appendix 6 （license conditions）hereto and subject to other conditionsset out therein including but not limited to the limitation of liabilitypursuant to paragraph 5 thereof and to the buyer＇s compliance with article292 below indemnify and hold harmless the buyer and its employees andofficers from and against any and all suits actions or administrativeproceedings claims demands losses damages and costs and expenses ofwhatsoever nature including attorney＇s fees and expenses which the buyermay suffer as a result of any infringement or alleged infringement of anypatent utility model registered design trademark copyright or otherintellectual property right registered or otherwise existing at the dateof this agreement by reason of
（a）the execution of the works by the supplier or the use of thecontract plant in the country where the contract plant is to beconstructed or
（b）the sale of the products produced by the contract plant in anycountry except those countries which are excluded or where restrictionsare placed on the buyer as set out in appendix 6 （licence conditions)hereto
provided that such indemnity shall not cover any use of the contractplant or any part thereof otherwise than for the purpose indicated by orreasonably to be inferred from the contract or any infringement which isdue to the use of the contract plant or any part thereof or any productsproduced thereby in association or combination with any other equipmentplant material or process not supplied or licensed by the supplierpursuant to the contract
292 if any proceeding is brought or any claim is made against thebuyer arising out of the matters referred to in article 291 above thebuyer shall promptly give the supplier a notice thereof and the suppliermay at its own expense and in the buyer＇s name conduct such proceeding orclaim and any negotiation for the settlement of any such proceeding orclaim
if the supplier fails to notify the buyer within twentyeight （28)days after receipt of such notice that it intends to conduct any suchproceeding or claim then the buyer shall be free to conduct the same onits own behalf unless the supplier has so failed to notify the buyerwithin the twentyeight
（28）day period the buyer shall make no admissionwhich may be prejudicial to the defense of any such proceeding or claim
the buyer shall at the supplier＇s request afford all availableassistance to the supplier in conducting such proceeding or claim andshall be reimbursed by the supplier for all reasonable expenses incurredin so doing
293 the buyer shall indemnify and hold harmless the supplier and itsemployees officers and subcontractors from and against any and allsuits actions or administrative proceedings claims demands lossesdamages and costs and expenses of whatsoever nature including attorney＇sfees and expenses which the supplier may suffer as a result of anyinfringement or alleged infringement of any patent utility modelregistered design trademark copyright or other intellectual propertyright registered or otherwise existing at the date of this agreementarising out of or in connection with any design data drawingspecification or other document or material provided or designated by oron behalf of the buyer
article 30 limitation of liability
301 notwithstanding anything to the contrary provided in thecontract the aggregate liability of the supplier to the buyer withrespect to the defect liability under article 27 （defect liability) thepatent indemnity under article 29 （patent indemnity）hereof and theliquidated damages payable to the buyer under articles 262 （late deliveryof equipment) 263 （late delivery of technical documents）and 284（failure to meet performance guarantees）hereof except for the liabilityto repair replace or otherwise make good any defect in or any damage tothe equipment or any part thereof under articles 2721 2731 27 41and 283 （minimum level）and 284 （failure to meet performance guarantees)hereof to correct the erroneous or mistaken technical documents andredeliver the technical documents so corrected under article 2731hereof and to reperform the technical services related to the erroneous ormistaken written technical advice or instructions given by the supplier＇sengineer under article 2741 hereof shall not exceed _________ per cent（_________）of the contract price
302 the supplier shall in no event be liable to the buyer by way ofindemnity or by reason of any breach of the contract or in tort orotherwise for loss of or damage to any facility equipment machinery ormaterial other than the contract plant and for loss of use of the contractplant andor its associated facilities or any part thereof or for loss ofproduction loss of profit or loss of any contract or for any indirectspecial or consequential loss or damage that may be suffered by the buyerin connection with the contract
article 31 transfer of risk of loss and buyership
311 risk of loss of the equipment shall be transferred from thesupplier to the buyer upon delivery of the equipment as specified inarticle 222 （delivery）hereof in accordance with the provisions ofincoterms buyership of the equipment shall be transferred from thesupplier to the buyer upon transfer of risk of loss of the equipment asspecified above
312 risk of loss of the technical documents shall be transferred fromthe supplier to the buyer upon its delivery to transportation company （incase of air cargo）or special courier services company （in case of specialcourier services) buyership of the technical documents subject tolimitations specified in the relevant provisions hereof shall also betransferred to the buyer upon delivery of the technical documents asspecified above
article 32 loss or damage to propertyaccident or to workmen indemnification
321 each party hereto shall waive all claims for recovery from theother party for any death or personal injury of any of its personnel orloss or damage to any of its property （including the contract plant)arising out of or in connection with its performance of the contract
322 the buyer shall indemnify and hold harmless the supplier and thesupplier＇s engineer from all claims or suits from third parties for anydeath or personal injury arising out of or in connection with theperformance of the works in the buyer＇s country
323 the party entitled to the benefit of an indemnity under thisarticle 32 shall take all reasonable measures to mitigate any loss ordamage which has occurred if the party fails to take such measures theother party＇s liabilities shall be correspondingly reduced
article 33 insurance
331 each party shall at its expense take out and maintain in effector cause to be taken out and maintained in effect appropriate insurancesduring the performance of the contract
article 34 change in laws and regulations
341 if after the date of the agreement in any country where theequipment or any part thereof is to be manufactured or in the countrywhere the contract plant is located any law regulation ordinance orderor bylaw having the force of law is enacted promulgated abrogated orchanged （which shall be deemed to include any change in interpretation orapplication by the competent authorities）which subsequently affects thecosts and expenses of the works the contract price shall becorrespondingly increased or decreased to the extent that the supplier hasthereby been affected in the performance of any of its obligations underthe contract
article 35 force majeure
351 force majeure shall mean any event beyond the reasonablecontrol of the buyer or the supplier as the case may be and which isunavoidable notwithstanding the reasonable care of the party affected andshall include without limitation the following
（a）war hostilities or warlike operations （whether a state of war bedeclared or not) invasion act of foreign enemy civil war or
（b）rebellion revolution insurrection mutiny usurpation of civilor military government conspiracy riot civil commotion terrorist actsor
（c）confiscation nationalization mobilization commandeering orrequisition by or under the order of any government or de jure or de factoauthority or ruler or any other act or failure to act of any local stateor national government authority or
（d）trike sabotage lockout embargo import restriction portcongestion lack of usual means of public transportation andcommunication industrial dispute shipwreck shortage or restriction ofpower supply epidemics quarantine plague or
（e）earthquake landslide volcanic activity fire flood orinundation tidal wave typhoon or cyclone hurricane storm lightningor other inclement weather condition nuclear and pressure waves or othernatural or physical disaster or
（f）hortage of labor materials or utilities where caused bycircumstances that are themselves force majeure
352 if either party is prevented hindered or delayed from or inperforming any of its obligations under the contract by an event of forcemajeure then it shall notify the other in writing of the occurrence ofsuch event and the circumstances thereof within fourteen （14）days afterthe occurrence of such event
353 the party who has given such notice shall be excused from theperformance or punctual performance of its obligations under the contractfor so long as the relevant event of force majeure continues and to theextent that such party＇s performance is prevented hindered or delayedthe time for delivery shall be extended in accordance with article 37（extension of time for delivery）hereof
354 the party or parties affected by the event of force majeure shalluse reasonable efforts to mitigate the effect thereof upon its or theirperformance of the contract and to fulfill its or their obligations underthe contract but without prejudice to either party＇s right to terminatethe contract under article 356 below
355 no delay or nonperformance by either party hereto caused by theoccurrence of any event of force majeure shall
（a）constitute a default or breach of the contract or
（b）give rise to any claim for damages or additional cost or expenseoccasioned thereby
if and to the extent that such delay or nonperformance is caused bythe occurrence of an event of force majeure
356 if the performance of the works is substantially preventedhindered or delayed for an aggregate period of more than one hundred andtwenty days on account of one or more events of force majeure during thecurrency of the contract either party may terminate the contract bygiving a notice to the other
357 in the event of termination pursuant to article 356 above the rights and obligations of the buyer and the supplier shall be as specifiedin articles 3912 and 3913 hereof except that the supplier shall haveno entitlement to profit under paragraph （e）of the said article 3913 inrespect of any unexecuted works as at the date of termination
358 notwithstanding article 355 above force majeure shall not applyto any obligation of the buyer to make payments to the supplier hereunder
article 36 change in works
361 subject to articles 367 and 368 below the buyer shall have theright to request and subsequently to order the supplier from time to timeduring the performance of the contract to make any change modificationaddition or deletion to in or from the works （hereinafter calledchange) provided that such change falls within the general scope of theworks and does not constitute unrelated work and that it is technicallypracticable taking into account both the state of advancement of theworks and the technical compatibility of the change envisaged with thenature of the works as specified in the contract
362 the supplier may from time to time during its performance of thecontract propose to the buyer any change which the supplier considersnecessary or desirable to improve the quality efficiency or safety of theworks the buyer may at its discretion approve or reject any changeproposed by the supplier provided that the buyer shall approve any changeproposed by the supplier to ensure the safety of the works
363 notwithstanding articles 361 and 362 above no change madenecessary due to any default of the supplier in the performance of itsobligations under the contract shall be deemed to be a change and suchchange shall not result in any adjustment of the contract price or thetime for delivery
364 if either party proposes a change pursuant to articles 36 1 and362 above the supplier shall prepare and furnish to the buyer as soon asreasonably practicable a written statement setting out full details of anysuch change the reasons therefor if proposed by the supplier the worksandor work required or no longer required an estimate of the increase ordecrease in the contract price any requisite adjustment to the time fordelivery and any proposed modifications to the contract andor any effectsuch change would have on the works andor on any other provisions of thecontract if the contemplated change is effected as the case may be
365 if in the case of a change proposed by either the buyer or thesupplier the buyer and the supplier reach agreement on all mattersidentified in the written statement furnished by the supplier pursuant toarticle 364 above within a reasonable time thereafter then the buyershall issue a change order giving effect thereto （hereinafter calledchange order) such change order shall contain full particulars of thechange any adjustment of the contract price andor the time for deliveryand all other modifications to the contract and shall be signed by thebuyer and the supplier such change shall thereupon be deemed to form partof the works
366 the supplier may object to any change requested by the buyerwhere the aggregate effect of compliance therewith and with all otherchange orders which have already become binding upon the supplier underthis article 36 would be to increase or decrease the contract price asoriginally set forth in article 12
（contract price and technical servicefee）hereof by more than fifteen per cent provided however that theaddition to the contract price of the price for any nominatedsubcontractor under article 202 （nominated subcontractor（s)）hereofshall not be counted for this purpose the supplier may give a notice ofobjection thereto prior to furnishing the written statement pursuant toarticle 364 above if the buyer accepts the supplier＇s objection thebuyer shall withdraw the proposed change and notify the supplier inwriting thereof
the supplier＇s failure so to object shall neither affect its right toobject to any subsequent requested changes or change orders hereunder noraffect its right to take into account when making such subsequentobjection the percentage increase or decrease in the contract price whichany change not objected to by the supplier represents
367 if the supplier fails to furnish the statement referred to inarticle 364 above within a reasonable period or if the buyer afternegotiation with the supplier does not agree within a reasonable periodto the amount of the increase or decrease in the contract price theadjustment of the time for delivery andor any other modification to thecontract proposed by the supplier or to the supplier＇s entitlement toobject to the change under article 366 above the buyer shall have theright to decide whether or not to effect such change irrespective ofwhether such change has been proposed under article 361 or article 362above the buyer may issue a written instruction to the supplier to carryout the change pending agreement on such matters with the supplier
if an agreement is not reached between the buyer and the supplierwithin sixty （60）days after the buyer＇s instruction to carry out thechange concerning the increase or decrease in the contract price and allof the other matters described above either party may refer the disputeto an expert pursuant to article 72 （reference to expert）hereof
368 if the buyer requests a change and subsequently decides not toorder such change the supplier shall be entitled to reimbursement of allcosts incurred by it for the work involved in preparing the statementreferred to in article 364 above provided that the supplier has given aprior notice to the buyer of the approximate costs it will incur and itsintention to claim reimbursement thereof
and the buyer has agreed thatthe supplier should proceed with the preparation of the statement on thisbasis
article 37 extension of time for delivery
371 the time for delivery shall be extended if the supplier shall bedelayed or impeded in the performance of any of its obligations under thecontract by reason of any of the following
（a）any change in the works as provided in article 36 （change inworks）hereof or
（b）any occurrence of force majeure as provided in article 35 （force majeure）hereof or
（c）any suspension order given by the buyer under article 38（suspension）hereof or reduction in the rate of progress pursuant toarticle 382 hereof
（d）any default or breach of the contract by the buyer or anyactivity act or omission of any other contractors employed by the buyeror
（e）any other matter specifically mentioned in the contract
by such period as shall be fair and reasonable in all thecircumstances and as shall fairly reflect the delay or impedimentsustained by the supplier
372 except where otherwise specifically provided elsewhere in thecontract the supplier shall submit to the buyer a notice of a claim foran extension of the time for delivery together with particulars of theevent or circumstance justifying such extension as soon as reasonablypracticable after the commencement of such event or circumstance as soonas reasonably practicable after receipt of such notice and supportingparticulars of the claim the buyer and the supplier shall agree upon theperiod of such extension failing which either party may refer the disputeto an expert pursuant to article 72 （reference to expert）hereof
373 the supplier shall at all times use its reasonable efforts tominimize any delay in the performance of its obligations under thecontract
article 38 suspension
381 the buyer may by notice to the supplier order the supplier tosuspend performance of all or any of its obligations under the contractsuch notice shall specify the obligation of which performance is to besuspended the effective date of the suspension and the reasons thereforthe supplier shall thereupon suspend performance of such obligation（except those obligations which are necessary for the care or preservationof the works）until ordered in writing to resume such performance by thebuyer
if by virtue of a suspension order given by the buyer otherwise thanby reason of the supplier＇s default or breach of the contract thesupplier＇s performance of any of its obligations is suspended for anaggregate period of more than ninety （90）days then at any timethereafter and provided that at that time such performance is stillsuspended the supplier may give a notice to the buyer requiring that thebuyer shall within twentyeight （28）days of receipt of the noticeeither order the resumption of such performance or request andsubsequently order a change in accordance with article 36 （change inworks）hereof excluding the performance of the suspended obligations fromthe contract if the buyer fails so to do within such period the suppliermay by a further notice to the buyer elect to treat the suspensionwhere it affects a part only of the works as a deletion of such part inaccordance with article 36 （change in works）hereof or where it affectsthe whole of the works as termination of the contract under article 391（termination for buyer＇s convenience）hereof
382 if
（a）the buyer has failed to pay the supplier any sum due under thecontract within the specified period or has failed to approve any invoiceor supporting documents without due cause or amend the letter of creditand the letter of guarantee delivered to the supplier pursuant to article13 （terms of payment）hereof or commits a substantial breach of thecontract the supplier may give a notice to the buyer requiring payment ofsuch sum
with interest thereon as stipulated in article 134 hereof orrequiring approval of such invoice or supporting documents or theamendment of such letter of credit and such letter of guarantee orspecifying the breach and requiring the buyer to remedy the same as thecase may be if the buyer fails to pay such sum together with suchinterest or fails to approve such invoice or supporting documents or giveits reasons for withholding such approval or amend such letter of creditand such letter of guarantee or fails to remedy the breach or take stepsto remedy the breach within fourteen （14）days after receipt of thesupplier＇s notice or
（b）the supplier is unable to carry out any of its obligations underthe contract for any reason attributable to the buyer including but notlimited to the buyer＇s failure to provide access to the contract plant orother areas or failure to obtain any governmental permit necessary for theexecution andor completion of the works
then the supplier may by notice to the buyer suspend performance ofall or any of its obligations under the contract or reduce the rate ofprogress
383 if the supplier＇s performance of its obligations is suspended orthe rate of progress reduced pursuant to this article 38 then the timefor delivery shall be extended in accordance with article 37 （extension oftime for delivery）hereof and any and all additional costs or expensesincurred by the supplier as a result of such suspension or reduction shallbe paid by the buyer to the supplier in addition to the contract priceexcept in the case of suspension order or reduction in the rate ofprogress by reason of the supplier＇s default or breach of the contract
384 if the supplier＇s performance of its obligations is suspendedpursuant to this article 38 for a period longer than ten （10）weeks thesupplier may repatriate the supplier＇s engineer and its subcontractors＇personnel at the buyer＇s cost with the prior written consent of the buyer
article 39 termination
391 termination for buyer＇s convenience
3911 the buyer may at any time terminate the contract for any reasonby giving the supplier a notice of termination which refers to thisarticle 391
3912 upon receipt of the notice of termination under article 3911above the supplier shall either immediately or upon the date specified inthe notice of termination
（a）cease all further works except for such work as the buyer mayspecify in the notice of termination for the sole purpose of protectingthat part of the works already executed and
（b）terminate all subcontracts except those to be assigned to thebuyer pursuant to paragraph （d）（ii）below and
（c）repatriate the supplier＇s engineer and its sub contractors＇personnel from the contract plant and
（d）ubject to the payment specified in article 3913 below
（i）deliver to the buyer the parts of the works executed by thesupplier up to the date of termination and（ii）to the extent legally possible assign to the buyer all righttitle and benefit of the supplier to the works and in the equipment as atthe date of termination and as may be required by the buyer in anysubcontracts concluded between the supplier and its subcontractors and（iii）deliver to the buyer all drawings specifications and otherdocuments prepared by the supplier or its subcontractors as at the dateof termination in connection with the works
3913 in the event of termination of the contract under article 3911 above the buyer shall pay to the supplier the following amounts
（a）the contract price properly attributable to the parts of the worksexecuted by the supplier as at the date of termination and
（b）the costs reasonably incurred by the supplier in the repatriationof the supplier＇s and its subcontractors＇ engineer and
（c）any amounts to be paid by the supplier to its sub contractors inconnection with the termination of any sub contracts including anycancellation charges and
（d）the costs incurred by the supplier in protecting the works and
（e）the reasonable amount of profit for the parts of the works notexecuted by the supplier as at the date of termination and
（f）the cost of satisfying all other obligations commitments andclaims which the supplier may in good faith have undertaken with thirdparties in connection with the contract and which are not covered byparagraphs （a）through （d）above
392 termination for supplier＇s default
3921 the buyer without prejudice to any other rights or remedies itmay possess may terminate the contract forthwith in the followingcircumstances by giving a notice of termination to the supplier referringto this article 392 and its reasons for termination
（a）if the supplier becomes bankrupt or insolvent or has a receivingorder issued against it or compounds with its creditors or being acorporation a resolution is passed or order is made for its winding up（other than a voluntary liquidation for the purposes of amalgamation orreconstruction）or a receiver is appointed over any part of itsundertaking or assets or if the supplier takes or suffers any otheranalogous action in consequence of debt or
（b）if the supplier shall assign or transfer the contract or any rightor interest therein in violation of the provision of article 40（assignment）hereof
3922 if the supplier
（a）has abandoned or repudiated the contract or
（b）has without valid reason failed to commence the works promptly orhas suspended （other than pursuant to article 382 hereof）the progress ofthe works for more than twentyeight （28）days after receiving a writteninstruction from the buyer to proceed or
（c）hall persistently fail to execute the works in accordance withthe contract or persistently neglect to carry out its obligations underthe contract without due cause or
（d）hall refuse or be unable to provide sufficient materialsservices or labor to execute and complete the works in the mannerspecified in the program furnished under article 14 （work program）hereofat rates of progress that give reasonable assurance to the buyer that thesupplier can deliver the equipment by the time for delivery as extended
then the buyer may without prejudice to any other rights it maypossess under the contract give a notice to the supplier stating thenature of the default and requiring the supplier to remedy the same ifthe supplier fails to remedy or to take steps to remedy the same withinfourteen （14）days of its receipt of such notice then the buyer mayterminate the contract forthwith by giving a notice of termination to thesupplier which refers to this article 392
3923 upon receipt of the notice of termination under article 3921or article 3922 above the supplier shall either immediately or uponsuch date as is specified in the notice of termination
（a）cease all further works except for such work as the buyer mayspecify in the notice of termination for the sole purpose of protectingthat part of the works already executed and
（b）terminate all subcontracts except those to be assigned to thebuyer pursuant to paragraph （d）below and
（c）deliver to the buyer the parts of the works executed by thesupplier up to the date of termination and
（d）to the extent legally possible assign to the buyer all righttitle and benefit of the supplier to the works and in the equipment as atthe date of termination and as may be required by the buyer in anysubcontracts concluded between the supplier and its subcontractors and
（e）deliver to the buyer all drawings specifications and otherdocuments prepared by the supplier or its subcontractors as at the dateof termination in connection with the works
3924 the buyer may expel the supplier from the contract plant andthe buyer may complete the works itself or by employing any third party
3925 subject to article 3926 below the supplier shall be entitledto be paid the contract price attributable to the works executed as at thedate of termination and the costs if any incurred in protecting theworks any sums due to the buyer from the supplier accruing prior to thedate of termination shall be deducted from the amount to be paid to thesupplier under this contract
3926 if the buyer completes the works the cost of completing theworks by the buyer shall be determined
if the sum which the supplier is entitled to be paid pursuant toarticle 3925 above plus the reasonable costs incurred by the buyer incompleting the works exceeds the contract price the supplier shall beliable for such excess
if such excess is greater than the sums due to the supplier underarticle 3925 above the supplier shall pay the balance to the buyer andif such excess is less than the sums due to the supplier under the saidarticle 3925 the buyer shall pay the balance to the supplier the buyerand the supplier shall agree in writing the computation described aboveand the manner in which any sums shall be paid
393 termination by supplier
3931 if
（a）the buyer has failed to pay the supplier any sum due under thecontract within the specified period or has failed to approve any invoiceor supporting documents without due cause or amend the letter of creditand the letter of guarantee delivered to the supplier pursuant to article13 （terms of payment）hereof or commits a substantial breach of thecontract the supplier may give a notice to the buyer requiring payment ofsuch sum with interest thereon as stipulated in article 134 hereof orrequiring approval of such invoice or supporting documents or theamendment of such letter of credit and such letter of guarantee orspecifying the breach and requiring the buyer to remedy the same as thecase may be if the buyer fails to pay such sum together with suchinterest or fails to approve such invoice or supporting documents or giveits reasons for withholding such approval or amend such letter of creditand such letter of guarantee or fails to remedy the breach or take stepsto remedy the breach within fourteen （14）days after receipt of thesupplier＇s notice or
（b）the supplier is unable to carry out any of its obligations underthe contract for any reason attributable to the buyer including but notlimited to the buyer＇s failure to obtain any governmental permit necessaryfor the execution andor completion of the worksthen the supplier may give a notice to the buyer thereof and if thebuyer has failed to pay the outstanding sum or to approve the invoice orsupporting documents or amend the letter of credit and the letter ofguarantee or to give its reasons for withholding such approval or toremedy the breach within twentyeight （28）days of such notice or if thesupplier is still unable to carry out any of its obligations under thecontract for any reason attributable to the buyer within twentyeight （28)days of the said notice the supplier may by a further notice to the buyerwhich refers to this article 3931 forthwith terminate the contract
3932 the supplier may terminate the contract forthwith by giving anotice to the buyer to that effect and which refers to this article 3932if the buyer becomes bankrupt or insolvent or has a receiving orderissued against it or compounds with its creditors or being acorporation a resolution is passed or order is made for its winding up（other than a voluntary liquidation for the purposes of amalgamation orreconstruction) or a receiver is appointed over any part of itsundertaking or assets or if the buyer takes or suffers any other analogousaction in consequence of debt
3933 if the contract is terminated under article 3931 or article
3932 above then the supplier shall immediately
（a）cease all further works except for such work as may be necessaryfor the purpose of protecting that part of the works already executed and
（b）terminate all subcontracts except those to be assigned to thebuyer pursuant to paragraph （d）（ii）below and
（c）repatriate the supplier＇s engineer and its subcontractors＇personnel from the contract plant and
（d）ubject to the payment specified in article 3934 below（i）deliver to the buyer the parts of the works executed by thesupplier up to the date of termination andii）to the extent legally possible assign to the buyer all righttitle and benefit of the supplier to the works and in the equipment as atthe date of termination and as may be required by the buyer in anysubcontracts concluded between the supplier and its subcontractors and（iii）deliver to the buyer all drawings specifications and otherdocuments prepared by the supplier or its subcontractors as at the dateof termination in connection with the works
3934 if the contract is terminated under article 3931 or article3932 above the buyer shall pay to the supplier all payments specifiedin article 3933 above and reasonable compensation for all loss or damagesustained by the supplier arising out of in connection with or inconsequence of such termination
3935 termination by the supplier pursuant to this article 39 3 iswithout prejudice to any other rights or remedies of the supplier whichmay be exercised in lieu of or in addition to the rights conferred by thisarticle 393
394 in this article 39 the expression works executed shall includeall work executed services provided and all equipment acquired （orsubject to a legally binding obligation to purchase）by the supplier andused or intended to be used for the purpose of the works up to andincluding the date of termination
395 in this article 39 in calculating any monies due from the buyerto the supplier due account shall be taken of any sum previously paid bythe buyer to the supplier under the contract including any advance paymentpaid pursuant to appendix 2 （payment terms）hereto
396 if the contract is terminated by either party thennotwithstanding anything to the contrary provided in this article 39 therights and obligations of the buyer and the supplier in respect of theprocess licence granted under article 161 hereof shall be subject to theconditions specified in appendix 6 （licence conditions）hereto
article 40 assignment
neither the buyer nor the supplier shall without the express priorwritten consent of the other （which consent shall not be unreasonablywithheld）assign to any third party the contract or any part thereof orany right benefit obligation or interest therein or thereunder exceptthat the supplier shall be entitled to assign either absolutely or by wayof charge any monies due and payable to it or which may become due andpayable to it under the contract
the buyer(signature)_________ the supplier(signature)_________
date_________ date_________
appendix 1 breakdown of contract price
appendix 2 terms of payment
appendix 21 cash payment with retention
appendix 22 deferred payment
appendix 3 form of letter of creditguarantee
appendix 31 letter of credit
appendix 32 letter of guarantee (cash payment with retention)
appendix 33 letter of guarantee (deferred payment)
appendix 4 form of bonds
appendix 41 advance payment bond
appendix 42 performance bond
appendix 43 retention bond
1 general
this appendix sets out
（1）the preconditions to the validity of the process performanceguarantees referred to in article 28 （process performance guarantees） ofthe agreement
（2）the guaranteed items and valueslevels subject to the process performance guarantees
（3）the procedure of the execution of the performance test （includingany repeated run thereof）
（4）the minimum levels of the process performance guarantees and
（5）the formula for calculation of liquidated damages for failure to attain the process performance guarantees
2 preconditions
the supplier gives the process performance guarantees （specifiedherein）for the_________ unit and the _________ unit subject to the followingpreconditions being fully satisfied in addition to full satisfaction ofthe conditions specified in article 282 of the agreement
（1）each such unit is fed and operated with the requisite volumes ofraw materials lubricants chemicals catalysts consumable materials andutilities having the characteristics specified in appendix 72 （technicalspecifications）to the agreement
（2）the performance test （including any repeated run thereof）is to becarried out by the buyer under the technical services given by thesupplier＇s engineer to demonstrate the process performance guarantees andthe results of the performance test （including any repeated run thereof）are measured and evaluated in the manner specified in paragraph 4 below
（3）the buyer shall furnish a sufficient number of qualified operatingand maintenance personnel as specified in appendix 71 （scope of works andsupply）to the agreement to permit a successful performance test to becompleted and
（4）the _________ unit and _________ unit are operated at the full design capacity
3 guaranteed items and valueslevels
subject to compliance with the foregoing preconditions the supplier guarantees as follows
（1）_________ unit
（2）_________ unit
4 performance test procedure
41 general
after the initial operation of the contract plant the performancetest shall be carried out to demonstrate the supplier＇ s processperformance guarantees specified in paragraph 3 above subject to theconditions set forth below and in other parts of this appendix 7
（processperformance guarantees）
（1）detailed test proceduresbefore the start of the commissioning the supplier shall propose tothe buyer detailed performance test procedures which will specify amongothers （i）the operating data to be recorded for each unit and the mannerin which the operating data shall be taken and used in evaluating theperformance of the contract plant （ii）the specific method of measuringindividual liquid gas and solid streams （iii）the test sampling methodand analytical procedures and （iv）the evaluation method of all the datacollected during the performance test including all correction of errorand tolerance of measurements and analysis the buyer and the suppliershall agree upon these detailed performance test procedures prior toconducting the performance test
（2）performance test schedulethe performance test schedule shall be determined with due regard tothe actual progress of the works and condition of the contract plant
42 conditions for commencement of performance test
the performance test will be commenced when the following conditions
are satisfied from the viewpoint of the process design requirements
（1）contract plant operation the contract plant shall be operated at the normal operatingconditions shown on the applicable flow diagrams and in the operatingmanual minor variations from the conditions indicated on the flowdiagrams and in the operating manual can be made at the discretion of thesupplier to obtain optimum process performance
（2）instrumentsa check of the contract plant instruments and analytical apparatusshows that they function properly
（3）supply of raw materials and utilities by buyerthe contract plant is supplied with adequate and uninterruptedsupplies of raw materials and utilities by the buyer as required at thebattery limit
conditions specified in appendix 72 （technicalspecifications）to the agreement to permit a successful performance testto be completed
（4）supply of _________the contract plant is supplied by the buyer with adequate and timelysupplies of _________ andor other consumables pursuant to appendix 72（technical specifications） to the agreement to permit a successfulperformance test to be completed
（5）design basisthe buyer shall reconfirm the validity and accuracy of the designbasis （specified in appendix 72 （technical specifications） to theagreement）on which the supplier＇s process performance guarantees arebased
（6）minor deviationsin the event of minor deviations from the design basis the buyershall adjust with the prior approval of the supplier the operatingconditions of the contract plant within a range of sound operatingpractice to take care of such deviations
（7）other deviationsif the deviation is of such nature that cannot be recovered byadjustment of the operating conditions the supplier is relieved of theprocess performance guarantees specified herein to the extent that theyare affected by such deviations in the event of such deviation thesupplier shall provide new guarantees these new guarantees shall beconsistent with the new specifications and conditions and satisfactory asa basis for demonstrating the performance of the contract plant
（8）other conditionsany other conditions necessary for the commencement of the performance test as agreed between the buyer and the supplier have been satisfied
43 performance test
（1）notice of readiness to carry out performance testwhen the supplier considers that the contract plant is ready for theperformance test and that all of the conditions stated in paragraph 42above have been fulfilled then he shall give the buyer a notice ofreadiness to carry out the performance testwithin _________ hours of the receipt of such notice the buyer shall（a）acknowledge that the contract plant is ready for the performancetest to be conducted
or（b）submit to the supplier a written statement setting forth in whichrespects the contract plant is not ready for such performance testif the buyer considers that contract plant is not ready then he shallspecify in writing the conditions preventing the start of the performancetest the party who is responsible for such conditions shall rectify thedefaultthe performance test shall be commenced as soon as the aboveconditions are corrected
（2）performance test runthe performance test shall extend continuously over a （_________） hour period
（3）two or more unitswhere the contract plant includes two or more individual process unitsfor which separate process performance guarantees are to be demonstratedthe performance test may be carried out individually on each of the unitsor simultaneously with any other unit or units
（4）buyer＇s personnelthe performance test shall be carried out by the buyer＇s operatingpersonnel according to the instructions set forth in the supplieroperating manual and under the technical services of the supplier＇sengineer
（5）interruption of performance test due to supplierif the performance test run is interrupted because of failure of thesupplier the performance test shall be repeated the results obtainedduring such an interrupted operation shall not be used for evaluation ofthe performance test
（6）interruption of performance test due to buyerif the performance test is interrupted because of failure of the buyerto comply with any of the conditions set forth in this appendix 5 （processperformance guarantees）and any other parts of the agreement or because ofimproper maintenance or operation on the part of the buyer theperformance test shall be repeated but if it had been running for morethan _________ hours then the duration of the performance test before theinterruption may be credited to the performance test period and theresumed performance test will be continued for the remainder of theperformance test period
（7）conditions for resumptionthe conditions which have caused the interruption shall be correctedby the party who was responsible for the interruption upon restoration ofthe steady and satisfactory performance test operating conditions theperformance test shall be resumed
（8）operating dataoperating and analytical data recorded during the performance testshall be taken down by the buyer and made available to the supplier forevaluation
（9）sampling and analysisduring the performance test samples necessary for evaluation of theperformance of the contract plant shall be taken as often as the supplierand the buyer mutually agreethe samples shall include all streams which may be necessary to checkthe data from which the degree of compliance with the process performanceguarantees can be determinedthe location and methods of sampling the streams shall be inaccordance with those as agreed between the parties hereto under paragraph41 （1）above
（10）testingtesting of all samples shall be carried out by the buyer＇s laboratoryor an independent industrial laboratory acceptable to the parties heretoaccording to the analytical procedure as agreed between the parties heretounder paragraph 41 （1）above the supplier＇s and the buyer＇s personnelmay have free access to the laboratory when the samples are tested and maycheck the test results
44 evaluation and report of performance test
（1）evaluation of performance test dataevaluation of the performance test data including the operating andlaboratory data accumulated during or as a part of the performance testshall be done by the supplier within _________ days after the completion ofthe performance test
（2）abnormal test dataany abnormal test data which is not compatible with other significantdata shall be ignored or the test data in question may be taken again ifpractical from the contract plant operating conditions
（3）tolerancesthe performance of the contract plant shall be evaluated on the basisof the average performance over the entire period of the performance testand after adjustment with due regard to tolerances in instrument readings
（4）report of test resultsthe supplier shall submit to the buyer a report on the performancetest in writing indicating whether the process performance guaranteeshave been metthe report shall include
（a）test results
（b）analysis
（c）the supplier＇s evaluation and
（d）reference information supporting the evaluation
（5）reasons for failureif the performance test results shown that the performance test wasunsuccessful the supplier shall state probable reasons for such failure
（6）buyer＇s response to reportwithin _________ days after receipt of the performance test report thebuyer shall signify in writing agreement or comments
（7）supplier＇s action in the case of performance test failureif the evaluation of performance test results shown that the failureof the performance test is the supplier＇s fault then the supplier shalladvise the buyer of his intention as to whether he wishes to pay theliquidated damages or take corrective measures and repeat the performancetest in accordance with article 284 of the agreement
45 additional performance test
（1）if due to the supplier＇s default any part of the processperformance guarantees is not met and the supplier takes correctiveactions to enable the contract plant to satisfy the process performanceguarantees concerned
an additional performance test shall be conductedpursuant to article 28 （process performance guarantees）of the agreement
（2）modifications of contract plantbefore repetition of any performance test the supplier shall take thefollowing actions
（a）to investigate the cause for nonfulfillment of the processperformance guarantees and
（b）to offer the buyer to change the operating conditions of thecontract plant andor
（c）to make such changes modifications or additions to theengineering or equipment of the contract plant as considered necessary tomeet the process performance guarantees
（3）buyer＇s permissionthe buyer shall allow the supplier necessary time to carry out anyactions deemed necessary by the supplier and the buyer shall make thecontract plant available for that purpose and operate the contract plantin such conditions as requested by the supplier
（4）additional testafter the remedial actions stated above are completed the performancetest shall be repeated in the modified part of the contract plant andshall be carried out under the same conditions as provided for the firstperformance testthe performance test shall be repeated as often as the supplier deemsnecessary from the date when the buyer and the supplier shall confirm thatthe contract plant is ready for the performance test pursuant to article2516 of the agreement
5 failure in guarantees and liquidated damages
51 failure to attain guaranteed valueslevels
（1）for _________ unitif the actual production capacity of _________ obtained in theperformance test （or any repeated run thereof）is less than the guaranteedvalue of production capacity of _________ specified in paragraph 31 （a）above but is not less than the minimum level specified in paragraph 52
（a）below andor if the actual average quality of _________ produced duringthe performance test fail to meet the guaranteed levels of quality of_________ specified in paragraph 31 （b）above but meet the minimum levelsspecified in paragraph 52 （b）below and in eacheither case the supplierelects to pay liquidated damages to the buyer in lieu of making changesmodifications andor additions to the _________ unit pursuant toarticle 284 of the agreement then the supplier shall pay liquidateddamages as follows
（a）production capacityat the rate of _________ for every complete one per cent （1） of thedeficiency in the production capacity of the _________ unit
（b）quality of _________ （sketch）
（2）for _________ unitif the actual production capacity of _________ obtained in theperformance test （or any repeated run thereof）is less than the guaranteedvalue of production capacity of _________ specified in paragraph 32 （a）above but is not less than the minimum level specified in paragraph 52（a）below andor if the actual average quality of _________ producedduring the performance test fail to meet the guaranteed levels of qualityof _________ specified in paragraph 32 （b）above but meet the minimumlevels specified in paragraph 52 （b）below and in eacheither case thesupplier elects to pay liquidated damages to the buyer in lieu of makingchanges modifications andor additions to the _________ unit pursuantto article 284 of the agreement then the supplier shall pay liquidateddamages as follows
（a）production capacityat the rate of _________ for every complete one per cent （1） of thedeficiency in the production capacity of the _________ unit
（b）quality of _________ （sketch）
52 minimum levels
notwithstanding the provisions of this paragraph if as a result ofthe performance test （or any repeated run thereof）the following minimumlevels of process performance guarantees are not attained by the supplierthe supplier shall at its own cost make good any deficiencies until the_________ unit andor the _________ unit reach any of such minimum performancelevels pursuant to article 283 of the agreement
（a）the minimum levels of the production capacity of the _________ unitandor the _________ unit attained in the performance test_________ per cent of the guaranteed production capacity for eacheitherunit
（b）the minimum levels of the product quality of the _________ and ofthe _________ are as follows （sketch）
53 limitation of liability
subject to paragraph 52 above the supplier＇s aggregate liability topay liquidated damages for failure to attain the process performanceguarantees shall not exceed _________ per cent of the contract price
general
the process licence（s）granted by the supplier pursuant to article 16（licenceuse of technical information）of the agreement are as follows
licence conditions for process a （for process owned by third party)
1 definitions
process a means a process developed by （inventor＇s name） for （theproduction of products）by （process)
process a unit means a unit employing process a which is to beinstalled in （name of contract plant）at （factory）in （city)（statecounty) （country) having the design capacity of （capacity)
patent rights means patents [in any country for inventions relatingto process a][in country （ies)] for which the supplier is entitled togrant licences and applications for such patents if and to the extentthat the patent application was filed before the cut off date
process information means the design drawings specificationsmanuals instructions data and other technical information provided bythe supplier to the buyer in connection with the process design a unit
cutoff date means the first day following the lapse of _________years from the signing date of the agreement
process licensor means _________ who has authorized thesupplier to grant licences to the buyer pursuant to article 16（licenceuse of technical information）of the agreement and this appendix6
other words and expressions shall have the meanings ascribed to themin article 1 （definitions）of the agreement
2 licensing conditions
the supplier shall save as hereinafter provided grant to the buyer anonexclusive nontransferable right and licence without the right tosublicense under the patent rights and the process information
（1）to use process a in the process a unit and
（2）to use and sell the products produced by the process a unit [incountry （ies)][in any country of the world except the country orcountries set out below]
3 paid up licence and additional licence fees
the paid up licence fees payable pursuant to article 12 （contractprice and technical service fee）of the agreement and the appendices tothe agreement apply to the process a unit operating at its stated designcapacity if the design capacity is in any way increased or if the processa unit is in any way operated in excess of its design capacity then thebuyer shall pay to the supplier additional licence fees calculated inaccordance with the following formula（calculation formula)
4 improvements and grantback
41 subject to paragraph 3 above and where duly authorized by theprocess licensor the supplier shall
（1）from time to time and to the extent that the supplier is entitledto disclose the same provide the buyer with technical informationrelating to improvements in process a whether or not patentable madeavailable to the supplier by the process licensor to the extent that suchinformation is useful for the operation of the process a unit and
（2）grant to the buyer a licence mentioned in （1）above in the sameterms as contained in paragraph 2 above
such licence shall where permitted by the process licensor be madeavailable without additional payment unless and to the extent thatparagraph 3 above applies the supplier＇s obligation under this paragraphshall terminate on the cutoff date
42 the buyer shall
（1）from time to time provide the supplier with technical informationrelating to any inventions improvements andor developments made by thebuyer in connection with the design operation or maintenance of theprocess a unit
（2）grant to the supplier the royaltyfree nonexclusive （nontransferable）right and licence to use the technical information disclosedunder paragraph 42 （1）in process a and to practice any patents grantedin respect of any such information in process a and to use and sell theproducts produced by process a the said rights and licences shall beextended to the process licensor and the licensees of the process licensorand of the supplier for use in process a the buyer＇s obligations underthis paragraph shall terminate on the cutoff date
5 patent indemnity
notwithstanding article 29 （patent indemnity）and subject to article30 （limitation of liability）of the agreement the supplier＇s liability forindemnification pursuant to article 29 （patent indemnity）of the agreementarising in connection with the licence hereby granted shall be limited to_________ per cent of the paid up licence fee specified in the appendix 1（breakdown of contract price）to the agreement the supplier＇s liabilityfor indemnification under this paragraph shall terminate on the cutoffdate
the buyer shall be responsible for and pay any damages claims ordemands （including legal and other professional fees and expenses） inexcess of the limit specified above
6 special conditions for termination
61 if the contract is terminated by either party then unless theparties agree otherwise the rights and obligations of the buyer and thesupplier in respect of licences for process a granted pursuant to thisappendix 6 shall be terminated except those provided in paragraph 62below
62 notwithstanding the provision of paragraph 61 above in the eventthat the contract is terminated by the buyer due to the supplier＇sdefault the buyer shall have the right to request the supplier tocontinue to grant the licences hereunder and to supply the processinformation in such event the supplier shall do or have the
processlicensor so grant licences and supply the process information either i）byan assignment or novation of the agreement（s）for licences and the processinformation between the process licensor and the supplier ii） byarranging an agreement for the licences and the process information to beconcluded directly between the process licensor and the buyer or iii） byan agreement to be concluded between the buyer and the supplier separatelyfrom the contract
63 on the occasion of the termination of the contract except incases where the licences will be continued to be granted in accordancewith paragraphs 61 and 62 above
（1）all rights and licences granted hereunder shall terminate
（2）all the process information provided by the supplier to the buyerand all copies thereof shall be returned to the supplier forthwith
（3）the basic design fee shall be payable on a pro rata for the basicdesign work performed up to the date of termination of the contract suchcalculation being based on a fee of _________ for completion of the basicdesign work for the process a unit
（4）if the basic design for the process a unit （whether preliminary orfinal）has been submitted to the buyer prior to the date of termination ofthe contract the supplier shall be entitled to receive _________ per centof the paid up licence fee from the buyer the buyer shall pay the unpaidbalance or as the case may be the supplier shall refund the excess paidby the buyer within 60 days of the date of termination of the contract
（5）if no basic design for the process a unit has been submitted tothe buyer prior to the date of termination of the contract the suppliershall refund to the buyer any paid up licence fee paid by the buyer to thesupplier as at the date of termination of the contract and
（6）the buyer＇s obligation under paragraph 8 below shall survive anytermination of the contract
64 if in the twelve months following the date of termination of thecontract the buyer concludes a licence agreement either with the supplieror the process licensor in respect of any process （es） hereby licensedany sum paid by the buyer as paid up licence fee under paragraph 63 （4)above shall be credited to any licence fees due under such agreement
7 trade mark licence conditions
8 secrecy obligation conditions
appendix 71 scope of works and supply
1 scope of works and supply （sketch)
item_________
contents_________
supplier＇s scope_________
buyer＇s scopep_________
remarks_________
2 list of equipment
the equipment to be provided by the supplier in accordance witharticle 81 （scope of works）of the agreement shall be as follows
3 list of technical documents
the technical documents to be provided by the supplier in accordancewith article 84 of the agreement shall be as follows
4 training of buyer＇s engineers
the training of the buyer＇s engineers referred to in article 86 ofthe agreement shall be conducted in accordance with the followingconditions
training of buyer＇s engineers
1 the supplier agrees to receive the buyer＇s engineers includinginterpreters for technical training within a period of _________ man daysincluding round trip traveling days at the factories in _________（country）selected by the supplier
2 the supplier shall appoint its skilled and qualified engineer （s)to instruct the buyer＇s engineers and to explain all the technicalproblems relating to the equipment
3 the supplier shall arrange for the buyer＇s engineers to be trainedat different sections in the above factories to enable them to understandthe technology and operation of the contract plant and inspection repairand maintenance of the equipment
4 the supplier shall provide for the buyer＇s engineers free ofcharge test instruments tools technical documentation drawingsreference data working clothes safety wear and other necessities as wellas suitable offices during their training period provided that the buyershall return them to the supplier when the training has finished
5 the supplier shall submit the preliminary training program to thebuyer three months before the beginning of the training to enable thebuyer to begin to study one month before the start of the training thebuyer shall notify the supplier of the personal data of the buyer＇sengineers including name sex date of birth nationality specialtyqualifications working place and mastery of foreign language the finaltraining program shall be fixed by both parties through consultations asprovided in the contract and the actual requirements of the buyer＇sengineers after their arrival in _________ （country)
6 before the training starts the supplier shall explain in detail to the buyer＇s engineers the operating regulations and other precautions for work
7 the buyer＇s engineers shall observe the laws and regulations of the_________ （country）and rules and stipulations at the factories during theirstay in the _________ （country)
8 the supplier shall provide the buyer＇s engineers withaccommodation meals and transport facilities at the buyer＇s expense
in case of illness or accident of the buyer＇s engineers during theirstay in _________ （country) the supplier shall take necessary measures totake care of the buyer＇s personnel in the best possible way the costshall be borne by the buyer
9 the supplier shall assist the buyer＇s engineers with all theformalities necessary to obtain visas for entry and exit as well as duringtheir stay in _________ （country)
10 the supplier shall not charge a training fee to the buyer inaddition to the contract price provided that all cost and expenses withrespect to the buyer＇s engineers＇ traveling and stay in _________（country）shall be borne by the buyer
11 the supplier shall take necessary measures for the security of thebuyer＇s engineers during their stay in （country)
appendix 72 technical specifications
appendix 73 technical documents for approval by the buyer
appendix 74 time schedule
appendix 75 the supplier＇s engineer＇s technical services and working conditions
1 the supplier＇s engineer
in order to ensure the smooth construction of the contract plant bythe buyer the supplier shall be responsible for sending skilled healthyand competent engineers to the contract plant to carry out the technicalservices during field construction the precommissioning and thecommissioning period
the number of the supplier＇s engineer the duration of their stay inthe buyer＇s country and their specialist skills are as indicated in table1 attached to this appendix
the exact number of the supplier＇s engineer the duration of theirstay in the buyer＇s country and the date of arrival and departure from thecontract plant shall be decided by both parties through negotiation basedon how the field construction is progressing
if adjustment to the manmonths stipulated in the attached table needsto be made both parties will resolve such matters amicably
2 technical services by the supplier＇s engineer
21 the supplier＇s representative stated in article 182 （supplier＇srepresentative）of the agreement shall appoint one of the supplier＇sengineer to be its general representative at the contract plant inaccordance with article 24 1 3 of the agreement he shall performgeneral technical services as contemplated in the contract and fullycooperate and consult with the buyer＇s general representative on thecontract plant to solve any technical problems relating to the contractthe general representatives of both parties shall not have any right toalter or amend the contract unless duly authorized by both the buyer andthe supplier
22 the supplier＇s engineer shall provide advice and instructions tothe buyer in order that the equipment can be properly erected andinstalled by the buyer at the contract plant in accordance with therelevant technical documents
he shall also provide
（1）advice and instructions relating to erection installationmechanical testing the precommissioning and maintenance of the equipmentas required and
（2）advice and instructions relating to the commissioning and theperformance tests of the contract plant as required
and further may provide advice and instructions relating to erectioninstallation mechanical testing the precommissioning and maintenance ofthe equipment of the contract plant other than the equipment to the extentsuch advice and instructions are crucial to attain the performanceguarantees of the contract plant
23 the supplier＇s engineer shall explain in detail the technicaldocuments and equipment performance method of analysis and relevantprecautions taken with respect to the equipment and shall answer and solvetechnical queries raised by the buyer under the contract
24 the supplier＇s engineer shall give the buyer demonstrations on theoperation of the equipment in order to ensure the performance of theobligations of the supplier＇s engineer under the contract including butnot limited to the obligations set out in paragraphs 22 and 23 hereof
3 the technical service fee of the supplier＇s engineer and the method of payment
31 the buyer shall pay the supplier＇s engineer technical service fee as followsgeneral representative （sketch）the daily technical service fee shall be paid even if the supplier＇sengineer work in aggregate less hours than those specified in paragraph43 hereof for the duration of his stay at the contract plant because ofclimatic or other adverse conditions or because his working hours has tobe modified to conform with local conditions or regulations
32 the daily technical service fee of the supplier＇s engineers shallbe calculated from the date of departure by the supplier＇s engineer fromhis native country up to and including the date of return to such country
33 all sundays and official holidays of the buyer＇s country shall bepaid holidays for the supplier＇s engineer at the contract plant
34 if any of the supplier＇s engineer is absent from work without theconsent of the general representatives of both parties or is absent forpersonal reasons with the consent of the general representatives of bothparties the buyer shall not pay the technical service fee of suchengineer for the period of absence unless the reason for such absence issickness as evidenced by the medical doctor or as agreed by the generalrepresentatives of both parties where the supplier＇s engineer falls illas evidenced by the medical doctor or as agreed by the generalrepresentatives of both parties for a continuous period of more than 15days the buyer shall cease to pay the technical service fee from the dayexceeding such 15 day period until such engineer returns to work at thecontract plant
35 the technical service fee of the supplier＇s engineer shall be paideach month by telegraphic transfer to the supplier＇s account with itsdesignated bank within 30 days after the buyer has received 4 copies ofthe monthly invoices issued by the supplier together with copies of thetime sheets of the supplier＇s engineer signed and agreed by the generalrepresentatives of both parties in the case of discrepancies in invoices submitted by the supplier the buyer shall have the right to withhold theamount in dispute but shall pay the remaining amount due in time theamount in dispute shall be discussed by the general representatives ofboth parties in order to reach a settlement
4 working conditions and working system
41 two months before the supplier＇s engineer is due to leave for thecontract plant the supplier shall notify the buyer of the personal dataof the supplier＇s engineer including name sex date of birthnationality specialty qualifications working place and mastery offoreign language etc to enable the buyer to assist in arranging hisentry visas and necessary transportation from the border of the buyer＇scountry to the contract plant the supplier shall notify the buyer bycabletelexfax 7 days before his departure of his names exact date ofdeparture flight no exact arrival date amount and weight of luggageetc
42 a general working schedule and a monthly plan shall be decidedupon by the mutual agreement of the general representatives of bothparties after the arrival of the supplier＇s engineer at the contractplant the supplier＇s engineer shall carry out his work in accordance withthe agreed working schedule with the cooperation of the buyer
any revision of the working schedule shall be made with the agreementof the general representatives of both parties through consultation
43 the supplier＇s engineer shall work _________ hours per week （work_________ days per week and _________ hours per day)
the daily starting and closing time shall be in accordance with theregulations of the contract plant
if overtime work is needed the hours shall be agreed in advancebetween the general representatives of both parties unless such overtimework is mandatory as per paragraph 44 hereof or is agreed by the generalrepresentatives of both parties
the extra hours worked by the supplier＇s engineer over hours ona normal working day and the hours worked on sundays and on the officialholidays shall be regarded as overtime
44 the general representative of the buyer may require the supplier＇sengineer to work in shifts for _________ hours per week during the period ofthe commissioning and the performance tests of the contract plant
the work hours of the supplier＇s engineer on shifts within _________hours per week during the period of the commissioning and the performancetests of the contract plant shall not be regarded as overtime providedhowever that if the supplier＇s engineer works in excess of the aboveworking hours per week the extra hours shall be regarded as overtime
45 whenever the supplier＇s engineer＇s overtime work comes to _________hours the supplier＇s engineer shall be allowed to leave one day in lieu
if the supplier＇s engineer does not take the permitted leave or if theovertime work is less than _________ hours 1 hour of overtime shall berecorded as 15 hours on the time sheets and the buyer shall pay anovertime fee of _________ for every hour recorded as overtime the overtimefee shall be paid as per paragraph 35 hereof
46 the actual working hours holiday with salary and overtime hoursof the supplier＇s engineer shall be recorded daily in the time sheets induplicate and signed by the general representatives of both parties thetime sheet shall be the basis for the payment of the daily technicalservice fee and overtime fee of the supplier＇s engineer
47 the progress of the work the main work done every day anyproblems arising or any accidents together with solutions reached shall berecorded in 2 log books written in english and signed each day by thegeneral representatives of both parties 1 copy for each party
5 vacations for the supplier＇s engineer
51 the supplier＇s engineer who is scheduled to work continuously inthe buyer＇s country for more than 6 months is entitled to bring his wifeand two children younger than 15 years old to the buyer＇s country after 6months worked at the supplier＇s expense
52 the supplier＇s engineer who is accompanied by his family and whois scheduled to work continuously in the buyer＇s country for more than 12months shall be entitled to have a paid vacation of 15 days every 6 monthsof work
53 the supplier＇s engineer who is not accompanied by his family andis scheduled to work continuously in the buyer＇s country for more than 6months shall be entitled to have a paid vacation of 12 days every 4 monthsof work
54 all costs incurred on vacations for the supplier＇s engineerpursuant to this paragraph 5 excluding the daily technical service fee ofthe supplier＇s engineer under paragraph 31 hereof shall be borne by thesupplier
the actual dates taken as vacation shall be decided by the generalrepresentatives of both parties through consultation provided that thework at the contract plant is not affected the 15 days of vacation takenby the supplier＇s engineer shall start from the date when he leaves thebuyer＇s country and shall end on the date when he returns to the buyer＇scountry
the supplier agrees that all its obligations with regards to thecontract plant shall not be affected in any way during the vacation periodof the supplier＇s engineer
6 compliance with laws and regulations
the supplier＇s engineer and his family shall observe the laws andregulations of the buyer＇s country and the rules and stipulations of thecontract plant during their stay in the buyer＇s country
7 the buyer＇s responsibilities and obligations
71 the buyer shall make available for the supplier＇s engineerinterpreters at the contract plant necessary for the technical servicesthe interpreters shall be englishchinese and or _________chinese as thecase may be and as agreed between both parties all expenses shall beborne by the buyer
72 the buyer shall assist the supplier＇s engineer and his family toarrange visits to organize their arrival and departure and to sort outany formalities during their stay in the buyer＇s country all expensesshall be borne by the supplier
73 the buyer shall take necessary measures to ensure the security ofthe supplier＇s engineer and his family during their stay in the buyer＇scountry
74 the buyer shall make available to the supplier＇s engineer free ofcharge necessary office facilities including but not limited to copyservices postage local telephone telex and facsimile service safetywear and necessary tools and instruments for the technical services aswell as transport between the lodgement and contract plant if suchtransportation is not available the buyer shall provide the supplier＇sengineer with cars or reimburse car rental costs and shall bear theexpense of fuel costs incurred by the supplier＇s engineer in getting toand from the contract plant if cars are used for such commuting whichbelong to the supplier the supplier shall be entitled to reimbursementfrom the buyer for the fuel costs actually incurred by the supplier＇sengineer in getting to and from the contract plant
75 the buyer shall provide for the supplier＇s engineer and hisfamily free of charge medical care and hospital treatment in the buyer＇scountry
76 the buyer shall provide for each of the supplier＇s engineer freeof charge western standard accommodation with air conditioning heatingshower with hot water temporary cooking facilities necessary furnitureand toilet as acceptable to the supplier and where the supplier＇sengineer bring his family such accommodation shall be adequatelyincreased in size
77 the buyer shall arrange for chinese and western style meals forthe supplier＇s engineer and his family but the costs shall be borne bythe supplier＇s engineer himself provided that the price of such mealsshall be equivalent to the standard price in the buyer＇s country
78 the buyer shall arrange laundry and taxi services for thesupplier＇s engineer and his family such costs shall be borne by thesupplier＇s engineer except where provided for in paragraph 7 4 hereof
79 the buyer shall assist the supplier＇s engineer in arranging forthe import and export of a specified amount of personal goods as well astechnical documentation tools and instruments in accordance with thecustoms regulations in the buyer＇s country but all costs incurred in sodoing shall be borne by the supplier the supplier shall inform the buyerin advance of the denomination specification quantity weight airwaybill number value and date of import and export of the goods mentionedabove
notwithstanding the above if at the request of the buyer suchtechnical documentation tools and instruments are made available by thesupplier＇s engineer for the work the buyer shall pay the supplier for therespective charges and freight charges and any other administrativeexpenditure incurred by the supplier＇s engineer in this matter
8 safety of life
in the case of grave danger to the life of any of the supplier＇sengineer and his family in the buyer＇s country as a consequence of theactual or imminent occurrence of hostilities or acts of a warlike naturethe supplier shall have the right to evacuate any of its personnel asrequired to ensure the safety of their lives
notwithstanding any other provisions to the contrary in the contractthe cessation of all or any part of the technical services and theevacuation of the supplier＇s engineer under this paragraph shall betreated in all respects as a suspension as set out in article 38（suspension）of the agreement and the supplier shall be entitled torecover from the buyer all direct costs resulting from such an occurrencethe cost incurred by the supplier for the subsequent resumption of thetechnical services including costs for remobilization shall beconsidered a part of such costs
9 miscellaneous
91 the supplier can call back or replace the supplier＇s engineer atits own cost provided that the work at the contract plant is not affectedand provided that the supplier has the consent of the generalrepresentative of the buyer during any overlap of the supplier＇s engineerat the contract plant the buyer shall pay technical service fee for oneengineer only during such overlap
92 if any of the supplier＇s engineer falls ill for a continuousperiod of more than 15 days the supplier shall replace such engineer atthe supplier＇s cost with another engineer with the same technical skill
93 in the case when the general representative of the buyer requeststhe general representative of the supplier to remove any of the supplier＇sengineer from the contract plant in accordance with article 18 2 4 ofthe agreement all the costs for such replacement shall be borne by thesupplier
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鉴：
方中国_________公司办公址中国_________（简称转方）方_________公司办公址_________（简称转方）
转方拥制造_________设备专技术资格转述技术
转方权意转方许述专技术_________厂_________公司购买许活动必需合材料合设备_________厂进行许制造活动_________公司_________厂分承担合中义务
转方希转方专技术中华民国_________厂制造_________设备
转方希转方购买合材料模块该模块制造元部件组成购买合设备转方_________厂制造_________设备
转方应断履行购买订单形式协议转方购买合材料
该购买订单应服合关合材料条件条款
双方授权代表通友协商达成协议特证
第章 定义
1．1 辅配件指量商购买材料包括易耗品_________系统安装系统配套关元部件_________厂转方提供
1．2 合设备指附件十二中规定转方售转方测试生产设备
1．3 合工厂指转方转方提供技术文件专技术制造合产品唯点中国_________厂
1．4 合材料指固定网络设备转方软件辅配件
1．5 合产品指合材料制成整机测试销售终户合产品进步定义见附件a
1．6 终户指合产品购买者
1．7 固定网络设备指附件b中规定材料_________系统部分
1．8 模块指合附件b中规定_________设备子机转方售转方制成合产品元部件
1．9 专模块指制造合产品元部件组件
1．10 专资料指合条款规定资料包括软件目标代码源码测试设备计算机程序技术支持转方_________专技术相关文件数材料指转方公开业务商业金融计划资料专资料均转方标明_________注册秘密专证明属高级机密类标明_________保密专证明属初级机密类
1．11 专权利指专利版权专技术商业秘密商标知识产权指合终止期满前产生专权利软件著作转方否获专利享版权已注册
1．12 软件指合产品配目标码计算机程序合设备配套测试源码计算机程序认形式提供需中间处理处理机编制软件均附件十a十b中规定软件许证转方许_________厂
1．13 技术支持服务指合附件三四中规定合设备合材料合产品制造检验调试操作关职方面转方合工厂员提供技术咨询技术指导
1．14 技术文件指合附件二中规定合设备操作维护调试检验关合产品制造关技术指标图纸说明数文件
1．15 技术培训指转方转方工厂合工厂合产品制造检验调试操作合设备安装调试操作维护合工厂员进行培训具体培训容求详见合附件四
1．16 专技术技术诀窍指合材料合设备关相应知识验该知识验转时生产中专技术转方技术文件技术支持技术培训形式合工厂提供
1．17 验收标准指技术文件中规定限定合设备性标准
1．18 合指许证合附件
第二章 合范围
2．1 转方意转方转制造合产品专技术技术文件合产品制造合附件十中说明分二三四五阶段实施转方意合工厂确认销售时技术合作阶段技术合作等级制造合产品需合设备合工厂需合设备目录见合附件c
2．2 转方予转方许证权利转方技术文件专技术制造合产品／销售形成合产品合产品销售限中华民国_________制式国家列国家区外：_________
合许证均含提成（附件九中规定软件许证免提成外）非独占转转售
2．3 转方负责合规定转方提供合材料合设备关技术文件专技术
2．4 转方负责派遣技术员华提供技术支持服务合设备进行验收
2．5 转方应努力满足合工厂技术员求述技术员掌握1．15条中确定技术培训
2．6 非转方书面意增场否转方合工厂进行许合产品制造工作
2．7 转方意转方出售专模块转方转方授权仅旨制造完整合产品转方意述专模块进行述制造工作转方合特许生产模块外转方应转方购买转方求专模块
2．8 事先转方书面意修改改变转方许合材料合产品专资料利专资料质量保证控制标准化转方意转方支付工程费审批改变改进容转方意予转方许证制造委托制造销售应转方改变改进合材料生产产品转方意转方提供关改变改进足够文件转方改变改进样包括转方产品中费转方支付
2．9 事先未方书面意方均应渡合合中予权利然履行转方合中义务转方分公司联营公司／附属公司服务
第三章 合价格
3．1 转方根合第二章规定容范围转方支付合总价提成费美元计价第3．2条款中列价格第二三四五阶段费合设备价格详见附件十二辅配件预算性报价见附件b仅供参考实际价格调整应次订货前双方讨
3．2 费：
合总价_________
技术转费_________
合设备价格：测试设备_________加工设备工具_________培训设备_________合设备软件许证费_________
技术文件费：
设备手册_________加工资料_________
技术培训费：
设备操作_________加工_________系统_________
技术支持服务费：设备操作_________加工_________
合设备合材料价格c．f．r．（1990年国际商会贸易术语解释通定义）_________机场
技术文件费c．i．f（1990年国际商会贸易术语解释通定义）_________机场
合材料价格包括合总价中
3．3 提成费
合阶段合材料（辅配件外）价格提取提成费五阶段提成费分
：阶段_________阶段二_________阶段三_________阶段四_________阶段五_________
3．4 模块价格
转方意销售模块合工厂制造固定网络设备模块价格修改新模块价格应合双方商定
第四章 付款条件
4．1 合中规定切费均美元计价合中阶段均该阶段开始日付款阶段开始日定义见合第17．2条
4．2 合第三章中规定合总价列条款转方付转方：
4．2．1 合设备：转方收转方合设备货物发运通知应预计发运日期前30天全电开形式通中国_________银行_________开具撤销转信证该信证格式双方商定见附件十三金额美元计该货运总价百分百（100％）该信证中国_________银行负义务受益转方支付款项效期截止双方合第9．1条规定签署验收合格证30天转方收货运单信证付款：
a转方发运货物转方银行收转方列单审核误迟30天支付金额90％
1）全套清洁空运提单正份副四份标明c．f．r．_________机场根合第
6．3款标明运费预付合号运输唛头注明通知目港中国外贸运输总公司
2）金额合设备价格总价形式发票六份
3）金额合设备价格90％商业发票正六份
4）期汇票式两份
5）详细包装清单式六份
6）原产证明式两份
b转方银行收转方列单审核误迟三十天支付金额10％
1）商业发票正式六份
2）双方代表合第9．1条规定签署验收证明正份
3）期汇票式两份
4．2．2 五阶段技术转费技术文件费技术培训费技术支持服务费技术转费技术文件费技术培训费技术支持服务费均美元电汇通中国_________银行_________银行分行支付根合第13．2条切应转方中华民国缴纳税应转方预扣代表转方关税务机构缴纳付款收应立传真邮寄转方章列费列例支付：
a合生效30天转方收列单转方全电开方式转方支付
15％技术转费技术文件费技术培训费技术支持服务费外转方应提供转方受益保函正副份格式见附件十四金额述费15％阶段预定技术培训课程结束保函失效
1）转方国家关局出具效出口许证影印份转方关局出具信函份声明需出口许证
2）金额述费15％商业发票六份
b阶段2开始30天收金额述费25％商业发票六份全套标运费预付合号运输唛头仅支付技术文件费空运提单转方全电开方式转方支付25％技术转费技术文件费技术培训费技术支持服务费
c阶段3开始30天收金额述费25％商业发票六份全套标运费预付合号运输唛头仅支付技术文件费空运提单转方全电开方式转方支付25％技术文件费技术培训费技术支持费
d阶段4开始30天收金额述费25％商业发票六份全套标运费预付合号运输唛头仅支付技术文件费空运提单转方全电开方式转方支付25％技术转费技术文件费技术培训费技术支持服务费
e阶段5开始30天收金额述费10％商业发票六份全套标运费预付合号运输唛头仅支付技术文件费空运提单转方全电开方式转方支付20％技术转费技术文件费技术培训费技术支持服务费外转
方应提供转方受益金额述费10％撤销保函正副份格式见附件十四阶段五合产品终验收合格保函失效
4．2．3 合设备软件许证费：合设备软件许证费总额应迟合设备第次预计装运前30天电汇支付
4．3 提成费转方五阶段签订合材料购买订单迟30天转方电汇支付提成费合材料费发票单独开具
4．4 转方c．i．f条件发运货物转方意外国保险公司出具金额货运值110％投保切险行保险证明应足够保险证保险期截止货物运抵中华民国_________机场
4．5 转方应断履行购买订单转方购买合材料转方转方购买合材料付款条件合第4．2．1规定关合材料验收合格证规定见合第9．2条第4．2．1．b．2述验收合格证参见第9．1条应参见第9．2条
第五章 交付方式
5．1 技术文件
5．1．1 转方cif中国_________机场转方交付合附件二规定技术文件
5．1．2 技术文件达中国_________机场该技术文件权损失风险转方转移转方
5．1．3 _________机场技术文件空运提单盖日期戳技术资料实际交付日期
5．1．4 批技术文件发运前星期转方应合号预计启运日期概包数概重量电传传真通知转方批技术文件发运48时转方应合号发运日期空运提单号包（件）数量重量电传传真通知转方转方指定中国境陆货运公司批技术文件发运两工作日列单dhｌ快件寄转方合工厂：两份技术文件空运提单两份技术文件装箱单
5．1．5 转方提供转方技术文件英文写
5．1．6 转方提供转方技术文件合附件二检验
5．1．7 转方提供转方文件丢失损坏／完整转方收转方书面通知30天免费技术文件重寄补发转方
5．1．8 转方提供转方技术文件应装适长途运输次转运具防潮防雨保护措施包装箱
5．1．9 包技术文件包装封面应醒目英文印刷体标明容：
a目
b合号
c收货代号
d唛头
e重量（公斤）
f箱号／件号
5．1．10 包技术文件中应两份装箱单
5．1．11 附件二中规定合材料技术文件合设备技术文件转方分交付转方
5．1．12 阶段预定培训日期前30天转方转方发运该阶段技术文件式两份
5．2 合设备合材料
5．2．1 合附件十二中规定合设备附件b中规定合材料转方交付交付条件c．f．r机场目中国_________机场
5．2．2 合生效日起两月转方应初步装运计划包括合号项号货物名称种类规格数量单价总价概总体积装运日期批次装运港（机场）等尺寸（长宽高体积）式六份寄转方果超宽超重合设备易燃危险合设备应超重合设备概重量易燃危险合设备运输存放中特殊求应采取预防措施式六份寄转方
分割成套合设备套重量_________公吨尺寸_________立方米迟首批设备装运前3月转方应更改合设备装运计划式七份提交转方包括合号发运号项号货物名称规格数量单价总价件概毛重净重件概尺寸（长×宽×高）体积批货物装运港（机场）装运
预计日期重量超_________公吨尺寸超_________立方米超超重合设备包装草图装运危险合设备时应采取预防措施式七份
5．2．3 海运（空运）提单日期合设备合材料实际交付日期
5．2．4 根合第5．2．1款转方转方指定港口（机场）合设备合材料装转方指定运输工具转方合设备合材料转交转方指定承运合设备合材料损失风险权立转方转移转方
5．2．5 次装运前转方应电传传真电报快列容通知转方：
a合号
b目
c货物准备绪日期
d总体积
e总毛重
f总件数
g装运港（机场）
h件重量超_________公吨尺寸超_________立方米合设备合材料总毛重体积名称
时转方航空信传真快件电传列票交转方式六份
a件重量超_________公吨尺寸超_________立方米装运草图
b危险合设备合材料说明包括名称特性特保护措施处置办法
c运输程中温度湿度震动等特殊求合设备合材料采取特殊预防措施说明
转方应列单副提交目港中国外贸易运输总公司
5．2．6 转方应批合设备合材料完全装承运工具前四十八时合号商品名数量尺寸毛重发票预计达日期电传电报通知转方发运前转方负责办理货物保险转方未时通知致货物未时投保产生损失均转方承担系危险品（例易爆材料）转方应性质搬运方法电告转方目港中国外贸运输总公司
第六章 包装唛头
6．1 运合设备合材料必须包装坚固适合选长途运输方式次搬运装卸确保合设备合材料运输程中安全损需根合设备合材料中货物性求采取合理保护措施防潮防锈防震防腐蚀转方转方承认合设备合材料精密电子组成力保证货物防雨防热防湿防震保护
转方求提供长途海运包装防护陆运输存放包装转方应提供包装费加转方包装负责包装慎导致锈损负责
6．2 转方应包散装附件标合号合设备合材料机名附件名安装图附件位置号附件号备件工具易损件部件述标识基础应标备件工具易损件字样
6．3 合设备合材料包装箱相邻四面转方应印刷标签醒目印刷体英文字标出列容：
a合号
b唛头：目中华民国_________唛头：_________
c目
d收货代号
e装箱单号
f毛重／净重（公斤）
g箱号／件号
h尺寸（长×宽×高英寸／厘米）
i合设备名称项号
果合设备合材料重量等2公吨重心位置起重位置应英文标出采国际贸易中通适运输标志图案标包装箱两侧便装卸搬运
根合设备合材料特点装卸运输程中求应包装醒目英文国
际贸易惯例中规定适符号示意图标心轻放箭头保持干燥等字样
6．4 包装合设备合材料应金属标牌标出述容装甲板运输件货物应提供充分支撑防震缓措施
6．5 合设备件包装箱应装单：
a质量合格证书式两份
b详细装箱单式两份
c必须进行组装合设备部件应两份详细组装图
6．6 件合材料包装箱应附详细装箱单两份质量证明两份
第七章 技术服务技术培训
7．1 转方应派遣熟练健康力员合工厂根合规定提供现场技术支持服务中国提供技术支持服务数专业务容期限详见合附件三转方声明技术支持服务技术培训足够培训转技术员制造合产品
7．2 转方技术支持服务员提供出入境签证方便华工作方便转方技术支持服务员华遇见合附件三
7．3 转方技术支持服务员华支持服务期间应遵守中华民国法律遵守合工厂规章制度
7．4 转方权派遣技术员操作工转方相关工厂培训培训数专业容时间求详见合附件四
7．5 转方应转方培训员提供出入境签证方便培训条件培训员转方国家遇详见合附件四
第八章 初步检验初步验收
8．1 转方努力保证合中转方提供合设备合产品制造检验规定实施
8．2 转方提供合设备转方应转方提供保证声明书合材料保证见合第十章
8．3 合生效日起三月相关阶段开始三月转方应通知转方相关阶段检验测试设备初步计划提前月通知转方检验测试确切日期转方权费派遣_________期_________天转方工厂观合材料检验测试解设备包装情况述检验应严重影响正常生产
发现合设备合材料质量符合合规定标准发现包装转方员权表明意见转方应予充分考虑采取必措施保证设备质量
转方员应会签质量证书转方员参质量检验免合规
定转方担保责代合设备运抵中华民国转方检验工作
8．4 合设备合材料抵达目港合工厂转方应委托中国进出口商品检验局包装外观质量进行检验技术规格目测初检
检验中国进出口商品检验局出具检验证明该证明应作检验证
转方权费派遣检验员参加开箱检验
转方应提前4周电报电传传真通知转方检验预定日期点转方检验员应预定检验日期前达述点
果转方身原未述规定时间派遣技术员述点转方转方员缺席情况进行检验种情况中国进出口商品检验局出具检验证书应作检验证
8．5 合设备合材料初步检验中发现损坏数量短缺规格错误证实皆系转方疏忽致转方权检验中国进出口商品检验局出具检验证书转方提出索赔转方收附证明索赔书应立免费维修换损坏短缺合设备合材料
第九章 终验收检验测试
9．1 技术文件合设备终验收
9．1．1 证明根合附件二提供专技术技术文件完整正确证明转方许合材料组装测试转方应费派遣技术员合工厂参加相应阶段合设备验收测试转方技术员应参加验收测试
9．1．2 双方应努力完成验收测试
9．1．3 验收测试时合设备达验收标准双方应签署四份合设备验收合格证书方执两份
9．1．4 合设备未达验收标准双方应分析验收测试失败原澄清验收测试失败责
a验收测试失败责转方负责转方应第次验收测试4周派技术员进行第二次验收测试承担第二次验收测试期间发生切费
b验收测试失败责转方负责转方应转方技术员提供返机票承担第二次验收测试期间华食宿费交通费
第二次验收测试时合设备达验收标准双方应签署四份合设备验收合格证书方执两份
a转方责第二次验收测试时合设备未达验收标准转方应采取种措施第二次
验收测试六周派技术员进行第三次验收测试承担第三次验收测试期间发生切费
b第二次验收测试失败责转方转方应转方技术员提供返机票承担第三次验收测试期间华食宿费交通费
第三次验收测试时合设备达验收标准双方应签署四份合设备验收合格证方执两份
9．1．5 第三次验收测试时合设备未达验收标准双方应分析原继续验收测试二月达验收标准转方缺陷合设备进行修理更换符合合规定技术指标质量性标准新设备转方转方应合工厂座谈讨解决类问题方法
9．2 合材料终验收
9．2．1 合材料次运抵合工厂转方员应立进行检验
9．2．2 转方权费派检验员参加开箱检验
9．2．3 转方应提前两周电报电传传真通知转方检验预定日期现场检验日期转方未派员现场转方转方员缺席情况进行检验
9．2．4 检验确定合材料数量质量订单符转方应检验20工作日接数量短缺符
货运求书面通知转方收通知30天合理时间快根情况发运短少部分合材料符合求合材料
9．2．5 检验利完成缺陷部分改正双方应签署验收合格证
9．2．6 第九章包括运输时运输出现损坏补救责转方转方求转方应提供合理帮助
9．3 合产品终验收
阶段首批发运合材料组装成首批合产品技术文件中提供技术指标合设备该首批合产品进行测试该首批合产品测试工作圆满完成意味着合产品终验收合格整机测试符合全部技术指标测试工作胜利完成认完成合产品验收测试义务
第十章 担保保证
10．1 转方保证合转方提供合设备合设备品测试软件技术文件时技术适制造合产品保证合期间免费转方提供相关更新测试软件技术文件
10．2 转方发现转方提供合设备测试软件技术文件验收合格转方应收转方书面通知30天转方免费发送求合格合设备测试软件技术文件转方转方提供改正合设备测试软件技术文件应转方唯补救措施
10．3 阶段合设备验收测试胜利完成成功制造合产品责成转方责双方认完全转方提供模块缺陷文件缺陷致合设备符质量标准转方应纠正完全转方导致缺陷转方承认转方转方提供专模块中证实完全转方原致模块缺陷障率超5％
10．4 完全转方控制素致转方未合附件二中规定日期交付合设备软件技术文件转方应延期交付合设备软件技术文件转方缴付罚金费率：
第第四周迟交付周付相应阶段延期交付货物价格05％
第五周起迟交付周付相应阶段延期交付货物价格1％
述总罚金应超相应阶段延期交付货物价格5％迟交天数足周周计算
10．5 转方合第10．4款规定转方缴付罚金免转方继续交付合设备软件技术文件义务根条款缴付罚金转方迟交货物转方获唯补救措施
10．6 果定阶段转方合设备软件技术文件延期交付六月完全转方控制原致转方权终止合该情况转方应转方退回转方该阶段付全部费加付5％年息种情况条款选择赔偿转方唯补救措施
10．7 合设备保证
合设备保证见合附件八
10．8 软件保证
软件保证软件维护合产品终户提供转方软件许证提供
转方意终户销售合产品应终户执行述软件许证前提
转方转方提供必适测试软件制造符合合提供技术指标合产品转方合设备软件更改更新双方认更改更新转方生产合产品需转方转方提供
10．9 转方全部非_________生产合设备辅助设备原制造商保证书转转方该合设备辅助设备保证期应该合设备辅助设备制造商确定转方应制造商维修办事处获该合设备辅助设备保证／维修服务保证期转方应负责制造商办事处取联系获该合设备辅助材料服务／维护支持
合设备辅助设备提供计算机软件均原样基础提供保证
第十章 专利商标保密
11．1 转方保证根合提供转方全部专技术技术文件拥合法权权许转方转方提出索赔求声称：合中_________提供设备侵犯中华民国法律认具法律约束力专利转方应转方辩护果（1）转方立书面通知转方索赔求（2）未转方意
转方派律师出庭（3）转方完全控制辩护该索赔求关全部谈判（4）转方转方辩护提供合理资料帮助法庭终裁决转方偿付理赔费／损失清偿费转方付清果诉讼结果禁止销售_________提供设备转方行收费_________选择者转方获取_________提供设备权利销售合产品权利者相未侵犯专利材料换者接受_________提供设备退货退回设备转方退原购货款价情况侵犯专利侵犯专利嫌疑引起意外间接损失转方负责
11．2 转方意转方提供专技术技术资料合生效日起保密10年果述专技术技术文件部分全部转方第三方公布众（前提述解密违反保密义务）转方受保密义务中已泄密事项约束转方事先意转方部件国产化需转方技术文件该部分容泄密转方泄密授权前保证专资料保护转方求采取某保护措施
11．3 转方提供合材料专技术技术生产关注需保密资料转方应予保密保密期限合生效日起10年
11．4 合终止期满转方权附件七规定转方商标商品名称（易混淆相似商标商品名称）合终止期满双方应真诚协谈决定转方否转方销售合模块组件部件
11．5 转方承认_________相应中文名称转方_________相应中文名称子公司分公司商品名称特征承认_________标志_________相应中文名英
语汉语派生词转方转方制造产品重商标该产品配套服务重商标转方予转方权利合附件七（转方商标）列转方商标转方商标许转方合工厂制造中华民国销售合产品转方意转方发明标志意味着标志拥权正利润转转方非合授权转方行书面授权否转方权产品广告销售促销中转方发明商标
11．6 非关法律求否未征方书面意前方合容泄露第三方
11．7 转方专利版权许证权利授转方转方意合期中华民国专利版权转方提出质疑限该质疑会妨碍转方合予权利转方承认时候专技术均系转方财产
11．8 严重违反合保密条款非违约方权终止合
11．9 转方意许商标中华民国制造销售合产品（中华民国外国家销售合产品应含转方商标／商品名称）
第十二章 质量标准
12．1 转方根转方定提供充分场设施员工艺规程制造合材料存放模块备件元器件测试合材料成品保证性提供服务
12．2 转方意转方实施许活动转方转方商标销售合
产品应转方实施合活动转方制造合产品相应产品质量相工艺相等许活动实施应附件二列文件中述标准合中转方提供专资料技术支持活动质量工艺性标准应转方进行类似活动少样判断转方否遵坚持文求转方权切合理时间检查合工厂合材料许活动开展方法转方求转方应时关工作具代表性样提供转方费转方支付
12．3 转方应转方监督制定保持质量保证常规计划该质量保证计划应双方意迟合鉴定120天实施转方应作缺损记录季度缺损记录报送转方
12．4 时候转方确定转方销售合产品转方工作未达转方求质量工艺性标准（见技术文件）转方认定书面通知转方转方意立改正缺陷转方收该书面通知30天未改正该缺陷转方应暂停发运缺陷合产品双方真诚讨改正该缺陷方法转方收该书面通知60天未改正缺陷转方暂停合予商标权／暂停许活动
12．5 转方转方发现合产品缺陷该缺陷合产品转方转方商标权应立动暂停
12．6 转方专资料合材料作改变改进双方意进行
12．7 转方提供辅助设备转方应提供转方该设备手册技术文件提供识
合材料该元件材料清单便转方转方确定该元部件否符合转方质量性技术指标转方转方提供合格测试结果证明该元部件符合质量性指标果转方书面求转方应费提供转方该元部件样品供审批转方努力转方收合格测试结果30工作日答复转方报批报告逐项商讨决定合理时间转方报批样品予答复收转方书面通知表示该元部件符合转方质量性指标转方该元部件
12．8 保证合材料具满意质量技术性转方应转方购买转方求模块合中转方特许生产模块外转方权材料代模块转方意述模块合材料推进许活动
第十三章 税收
13．1 合关执行合时根效税法中华民国政府转方征收切税应转方支付
13．2 合关执行合时中国政府根_________国政府中华民国政府间税避免双重课税防止偷税漏税协议转方征收切税应转方支付述协议中包含税中根中华民国关外资企业税法转方征收预扣税款应合第4．2条规定次付款中扣应转方代表转方中国关税务机构缴纳果转方转方提交关机构出具减免全部部分税款文件证明转方应关税务机构求扣调整金额转方应缴纳述税转方提交中华民国关税务机构出具税收收原件份
13．3 合关执行合时中华民国外征收切税费应转方支付
第十四章 抗力
14．1 签约双方中方限战争严重水灾台风震签约方法控制抗力事影响履行合义务合执行期应相应延长延长期限相事耽误时间
14．2 责方应快发生抗力事情况电传电报挂号通知方事发生14天航空挂号信关局出具证明（话）递交方确认抗力事旦排消失责方应快电传电报挂号通知方方发出航空挂号信确认抗力事消抗力事延续120天双方应快通友协商解决继续执行合面问题
第十五章 争议解决
15．1 合引起解释执行合关争议双方应首先通友协商解决果协商开始90天双方解决争议方均争议提交仲裁
15．2 通述友协商双方解决争议应该争议提交_________商会仲裁院该仲裁院根仲裁程序终裁决
15．3 仲裁裁决终局双方具约束力
15．4 非仲裁组裁决否仲裁费败诉方负担
15．5 仲裁程中提交仲裁部分合外双方应继续履行合
第十六章 合生效
16．1 合双方授权代表签署方保证均合法权力产生签订具法律约束力合必双方应国政府申请批准合中国_________政府中方必需批准日期合生效日期双方应努力争取合签字90天获必需批准电传电挂通知方信件确认已获必须批准
16．2 合签字日起6月生效双方权取消合
16．3 合合生效日起效期10年效期满非双方意续订否合动失效
16．4 合期满时双方发生未债权债务受合期满影响债务应债权继续偿付未债务
16．5 合_________文式四份方执两份合译文法律效力
16．6 合第章第十七章附件附件十三组成合附件容合分割组成部分具等法律效力果合条件条款附件文字发生矛盾应合条款条件文字准合受中华民国法律约束转方保证合中华民国法律效
16．7 合条款变更修改增减须双方授权代表签署合书面修正案生效该修正案应作合分割组成部分具等法律效力
16．8 执行合期间双方通讯应_________文进行正式通知应书面形式航空挂号信邮寄式两份
16．9 情况转方转方均意外间接损失负责损失包括限合中方丧失利润收益资费代产品费设施服务费停工费
16．10 合双方意真诚执行合遵切适法律方偏离良行方权终止合合合期末前终止技术文件应退转方专资料应合生效日起保密10年
第十七章 联络会议
17．1 利实施合转方转方应召开联络会议
17．2 联络会议期间确定新阶段起始日期双方意开始合阶段转方转方合产品验收转方达附件三中规定阶段实际生产产量时保持附件二列文件中规定质量标准转方资格进入阶段联络会议期间确定时间转方没资格进入阶段应推迟该阶段起始日期新起始日期重新安排付费时间
17．3 联络会议时间点参加员身份规定：
第次联络会议：日期：合生效日起_________天期限：_________工作日点：_________数：转方工程师_________名目：a．项目范围检查b．考察场
第二次联络会议：日期：第二阶段开始前30天期限：_________工作日点：_________数：转方员_________名合工厂员_________名目：a．考察工厂b．深化项目c．检查项目实施情况
第三次联络会议：日期：第三阶段开始前30天期限：_________工作日点：_________数：转方工程师_________名目：a．考察场b．深化项目c．检查项目实施情况
第四次联络会议：日期：第四阶段开始前30天期限：_________工作日点：_________数：转方员_________名合工厂员_________名目：a．技术讨b．深化项目c．检查项目实施情况
第五次联络会议：日期：第五阶段开始前30天期限：_________工作日点：_________数：转方工程师_________名目：a．考察场b．检查项目实施情况
第十八章 法定址
18．1 转方：
名称：_________公司
址：_________
传真：_________
18．2 转方：
名称：_________公司
址：_________
电传：_________
电话：_________
传真：_________
18．3 合工厂：
名称：_________
址：_________
电话：_________
传真：_________
18．4 双方授权代表签字：
协议附件构成双方合容全部理解取代先前讨协议陈述口头书面转方转方执行否
转方（盖章）：_________ 转方（盖章）：_________
授权代表（签字）：_________ 授权代表（签字）：_________
_________年____月____日 _________年____月____日
签约点：_________ 签约点：_________
附件
附件： 附件a合产品目录（略）附件b合材料目录（略）附件c合设备目录（略）
附件二： 资料目录（略）
附件三： 技术支持
转方根转方求派遣类技术员进行生产员理促整工厂运转正常该组织监察全部产品质量担该项工作员该领域完全胜利富验会帮助全力负责关方面工作列技术员样提供服务：工程技术生产助理制造工程师质量工程师理员（理）电子工程师销售员面述员责进行说明
工程技术生产助理应完全掌握产品组装测试方法全权负责关初高级_________技术方面事务生产程中具体工序进行测试校准关产品安装测试问题应提交工程技术生产助理评议解决
制造工程师应熟知组装程方面决定编码颜色性便掌握生产辅助工具助提高组装效率标准化工序关组装生产工序问题应快提交制造工程师评议解决产生问题导致停产
质量工程师应精通产品质量保证质量控制产品工艺检查关领域制定
实施具体质量计划工艺方面问题进行量化关键工艺产品员问题商议解决办法销售员素质问题应提交质量工程师采取措施保证素质总负责全部产品质量障消
理员（理）应负责全部组装操作述员工作协助力支持工厂生产出实现产品
果纯粹转方错误技术指导引起合产品合设备损坏转方负责维修更换发运损坏合设备合产品
列项容包括转方提供技术支持中：
1．实施合转方派遣熟练健康胜技术员合工厂提供技术支持达离开合工厂确切日期应双方根合材料组装测试实际进度商议确定
2．转方技术员应转方技术员合材料组装测试检查操作原理进行技术指导
3．转方技术员应帮助转方技术员技术支持期间合工厂培训转方技术员
4．转方技术员技术支持费见合第三章转方应技术员展开第三章规
定技术支持活动提供交通食宿费转方支付转方技术员附加技术服务回交通费
5．转方技术员前中国半月前转方应电传传真电挂转方技术员资料包括姓名性生日国籍专业公司名通知转方转方帮助办理签证
6．转方技术员前中国7天前应电传传真电挂转方技术员姓名达时间飞机航班通知转方
7．转方技术员前合工厂前双方应商讨确定技术服务工作日程转方技术员应该根合工厂安排双方确定工作日程展开技术支持
8．合工厂期间技术员工作期限应该达合工厂天算起直离开合工厂天止
9．转方应免费转方技术员提供技术支持必需工具合适办公室
10．转方应中华民国规章条例俗帮助转方技术员安排办理技术支持必须工具仪器进出口手续
11．转方应采取必措施保障转方技术员合工厂逗留期间身安全
12．转方应转方技术员合工厂提供必通信设施诸电话电传传真费转方支付
13．转方应理组织提出建议双方必重联络渠道建立起
转方应提供列技术支持：
1．制造工程师阶段_________天
2．质量工程师阶段_________天
3．理员阶段少月_________天
4．电子工程师总_________天
附件四： 合技术培训容求
1．转方培训开始前3月应转方提交份初步培训计划双方应转方技术员前培训点前商讨制定终培训计划转方持技术培训应根双方制定培训计划展开
2．转方应免费转方技术员提供必需工具技术资料合适办公室住宿转方安排
3．转方应采取必措施转方逗留期间保障身安全
4．培训费见合正文第三章
5．培训开始前半月转方应电传传真电报通知转方关转方技术员资料包括姓名性出生日期专业转方协助办理签证
6．转方技术员应遵守转方国家法律法令遵守培训工厂规章制度
7．培训应根合实施计划分阶段进行具体培训时间双方协商确定
8．培训语言英语技术资料英语
9．阶段培训中转方员变（培训期间更换员）
10．培训预定时间表完成
11．附加培训第轮培训结束决定应单独谈判
12．培训转方_________员转方生产工厂进行
13．转方受训员应少两年生产测试产品验英语流利技术熟练
14．转方员转方工厂受训负责培训转方工厂员
15．转方工厂生产员应少两年生产测试产品验
16．转方支付培训员交通食宿费转方负责转方培训员培训交通（员求培训项目时间表略）
附件五： 补充商务条款
1．检查：转方应权派遣资格员指定代表访问合工厂存关转方合工厂相关公司代理商组织书籍记录场权审阅查核类记录中关合工厂组装种合产品台整机质量性符合验收标准程度信息
2．技术服务费率：果转方求进行额外技术培训技术文件合设备合材料软件进行补充咨询合工厂转方组装工作提供支持等额外技术服务转方应求专门技术服务提供报价提供段合理期限现场技术服务合生效日起_________年种支持费率：转方提供技术服务员天_________美元外加技术服务员常规办事点合工厂商务级旅行费中国境外技术服务员转方支付该技术服务员合工厂天旅行费回常规办事点天旅行费_________年期限合合作方根类似产业技术服务费协商出附加技术服务费率
附件六： 合产品转方商标转方商标（略）
附件七： 合材料价格（略）
附件八： 合设备保证
1．_________保证_________材料工艺完损保证期装运日算起_________月终验收通_________月
2．_________生产合设备应_________月保证期终验收完成天算起
3．转方负责指出初步障线索负责硬件固件软件搬动更换出现障机器防损包装运转方指定维修
4．转方维修维修更换出障_________合设备整保证期免费
5．_________合设备邮寄空运运输方式发运指定转方维修化费转方承担维修件更换件运回转方费转方承担
6．保证期发生障转方应免费保证期维修更换该_________合设备维修更换项目保证期延相段时间转方通更换获障件转方财产转方唯补偿义务索回送维修更换_________合设备
7．保证包括：
7．1 障损坏失灵源_________
7．1．1 _________合设备
7．1．2 失误事疏忽环境现场条件符_________合设备指标
7．1．3 认意维修改造_________合设备换未认部件
7．1．4 抗力事
7．1．5 转方认擅安装优化_________合设备原安装位置移开
7．1．6 天线线路互连设施部分失灵
7．1．7 转方转方设备软件维修协议维护_________没位数位关培训完成员指导技术资料求进行维修
7．1．8 _________合设备转方运送转方途中遭损坏
8．书面保证转方提出限初购买方中华民国生效转方书面认保证效条款提供户
9．保证取代具体排保证明确暗示包括限特殊目暗含商性适性保证转方间接事性特殊重损坏负责果适协议司法法律允许类损坏完全受指控条款应理解必予转方指控全部利方面者类法律允许述损坏指控限制外转方合规定保证负责明确表示_________承担责（合产品保证转方提供户）
附件九： 目标代码计算机程序许证
保持合简洁致关合附件指许证合附件合定义均适
1．范围
根述确定合交换测试软件外转方交付设备中目标代码计
算机程序许证基础转方转方提供印机器读形式包括限磁带磁盘纸带读存储器装置转方成关计算机程序转方转方提供程序转方接受面条件进行否应转方书面意条件
2．计算机程序转方
许证交付计算机程序原件转方复制部分全部程序均转方
3．软件许证
许证合执行致转方予转方含提成非独占转许证转方权转根条款条件交付转方计算机程序（简称转程序）类许证授权转方机器读形式转方提供单机中转程序该许证转方分配转者方式转方转方权复制全部部分转程序文表明外
4．复制保护保密权利
4．1 提供转程序全部部分复制（支持目）印机器读形式转方部需事先获转方书面意份许证时候存两份印复制件两份机器读复制件外转方设备中应备软件复制件
4．2 转方意转方提供关转程序版权通知包括部分全部
样复制件中转方版权通知种形式出现包括机器读形式转程序版权通知说明该程序已出版方式公布
4．3 转方意提供形式转程序保密转方转方雇员外提供获转程序部分全部
4．4 转方意时转程序加锁存放
5．期限
5．1 转方收书面通知_________月终止转许证
5．2 果转方遵守许证合附件条款条件转方终止该许证转方转方书面通知_________天未纠正违约行该终止生效
5．3 该许证终止4．3条中义务存
6．专资料退
许证终止_________月转方提供转方文件证明表示转程序已知转方书面意转方保留档复制件外原件完整部分复制复制件种形式包括更新复制件退转方已销毁
7．权力
文包含容应该认直接暗示方式予转专利专利
许证非转方转方专利专利份非独占免提成费许证应转方提供设备中该许证提供转程序
附件十： 源代码计算机程序许证
保持合简洁致关合附件容应指许证合附件
合定义均适
1．范围
根述确定合合设备源代码计算机程序授权_________员指导执行许证中授权活动时转方转方许证基础交付源代码程序种机器读形式包括限磁带磁盘纸带读存储器（rom）装置转方成该计算机程序转方转方转方交付种程序转方接受样程序列条件进行否需转方书面意源代码许证适转方提供交换机测试软件转方权源代码程序进行变动修改
2．计算机程序转方
许证中交付计算机程序原件（包括更新修改派生）转方全部部分复制拷贝均转方
3．软件许证
保持许证合执行致转方许证规定条件条款转方版权予转方提成非独占转许证交付转方计算机程序（文称作源代
码程序）转软件许证费见第三章该许证转方分配转者方式转文表明外转方权全部部分复制源代码程序许证规定条款条件转方必须_________购买必需专测试设备进行培训获技术服务
4．保护保密
4．1 转方意源代码程序时加锁保存
4．2 转方意提供源代码程序保守机密转方转方雇员外提供获源代码程序中部分
4．3 文说明外转方意许证活动中方法条件非确需知道全部部分通媒介公开转源代码程序容确保已知源代码员保护该源代码程序
4．4 转方意尝试方法包括限逆工程发现附加专信息
4．5 转方意源代码程序中信息部分通图示（限）第三方发表泄露传播提供中方式第三方
4．6 转方发现存违反许证第4节疑情况应立书面通知转方转方意费努力调查该情况
4．7 转方理解意转方提供专资料材料存版权说明表示已公开
4．8 转方意安全保存源代码程序采取切必措施源代码程序免偷盗复制未授权分发公开传播
5．期限
予转方许证期限许证合生效日开始非出现列情况终止正常终止许证签署日起十年
6．终止
6．1 转方收书面通知月终止授予许证
6．2 转方履行许证附件条款条件转方终止该许证转方书面通知10天转方采取行动纠正该终止生效
6．3 出现履行合行转方立终止许证情况构成履行合行：
（1）转方严重违反许证
（2）转方时根许证交付数目欠款转方予书面通知30天付款
（3）根中国法律转方宣布破产停止业务活动
（4）转方停止执行合活动
（5）政府公众授权机构源代码程序部分进行干涉征没收处罚强占取走
（6）控制转方活动制股份权力发生实质性变化
6．4 许证终止第4节义务然效
7．专资料
果转方终止许证转方应采补救措施许证终止月转方转方提供关源代码程序证明文件证明转方已知原件形式复制件全部部分包括更新复制件退转方已销毁
8．许证权力
文包含容应认直接暗示方式予转方专利专利许证非转方转方专利专利份非独占免提成费许证应转方提供设备中该许证提供转程序
9．许证费提成费税收
许证转软件许证软件许提成费技术文件技术支持技术培训费见合第三章
10．审查
强调许证许证合条款致情况转方权定期正常工作时间专资料记录报告作适审查该审核包括专资料妥善保密措施检查
附件十： 合产品制造（略）
附件十二： 合设备目录价格（略）
附件十三： 信证格式（略）
附件十四： 阶段保函格式（略）
附件十五： 数量价格折扣协议（略）
this agreement is made the _________ day of _________between（1）_________ a corporation incorporated under the laws of _________ andhaving its principal place of business at _________ （the buyer）and（2）_________ a corporation incorporated under the laws of _________ andhaving its principal place of business at _________ （the supplier)whereas the buyer desires to construct and complete a _________ plant at_________ with design and engineering of the supplier and to purchase anequipment or facility for _________ （the contract plant）and obtain fromthe supplier a license on _________ and the supplier has agreed to suchworks and services upon and subject to the terms and conditionshereinafter appearingnow it is hereby agreed as follows
article 1 definitions
the following words and expressions shall have the meanings herebyassigned to them
the following words and expressions shall have the meanings herebyassigned to them
acceptance means the acceptance by the buyer of the contract plantwhich certifies the supplier＇s fulfillment of the contract in respect ofany performance test required thereunder in accordance with article 253（acceptance）hereof
commissioning means the operation of the contract plant or any partthereof by the buyer following the precommissioning pursuant to article 24（erection and precommissioning）hereof which operation is to be carriedout by the buyer as provided in article 251 （commissioning）hereof forthe purpose of carrying out the performance test
contract means this agreement entered into between the buyer and thesupplier and the contract documents shall together constitute thecontract and the term the contract shall in all such documents beconstrued accordingly
contract documents means this agreement and all appendices hereto（including any amendments thereto) and each shall be read and construedas an integral part of the contract between the buyer and the supplier
contract plant means the plant or facility named in this agreementand more particularly described in the appendix 72 （technicalspecifications）hereto to be designed and engineered by the supplier andto be constructed by the buyer under the contract
contract price means the sum specified in article 1211 hereofsubject to such additions and adjustments thereto or deductions therefromas may be made pursuant to the contract
day means calendar day of the gregorian calendar
defect liability period means the period of validity of theguarantees given by the supplier as specified in article 271 （guaranteesand defect liability period）hereof during which the supplier isresponsible for defects errors or mistakes with respect to the equipmentthe technical documents or the technical services
as provided in articles272 273 and 274 hereof respectively
effective date means the date that the contract enters into fullforce and effect upon fulfillment of all the conditions stated in article4 （effective date）hereof
equipment means the equipment machinery apparatuses facilities ortheir spare parts as listed in appendix 71 （scope of works and supply)hereto which are to be supplied by the supplier and which are to beincorporated by the buyer under the contract in such major and importantpart of the contract plant as may be crucial to its performance
expert means any person who may be appointed from time to time byagreement between the buyer and the supplier to make a decision on or tosettle any dispute or difference between the buyer and the supplierreferred to him by the parties pursuant to article 72 （reference toexpert）hereof
last major shipment means the last shipment of the basic lot of theequipment as specified in article 222 （delivery）hereof
month means calendar month of the gregorian calendar
buyer＇s representative means any person appointed by the buyer inthe manner provided in article 181 （buyer＇s representative）hereof toperform the duties delegated by the buyer
performance test means the test specified in article 252（performance test) to be carried out to ascertain whether the contractplant or a specified part thereof is able to attain the processperformance guarantees specified in appendix 5 （process performanceguarantees）hereto in accordance with the provisions of article 252（performance test）hereof
precommissioning means the testing checking and other worksspecified in article 24 （erection and precommissioning）which are to becarried out by the buyer in preparation for the commissioning
subcontractor means any person to whom execution of any part of theworks including preparation of any design or supply of any equipment issubcontracted directly or indirectly by the supplier and includes itslegal successors or permitted assigns
supplier＇s engineer means any person nominated by the supplier and assigned to the contract plant to provide the technical services
supplier＇s representative means any person nominated by the supplierin the manner provided in article 182 （supplier＇s representative）hereofto perform the duties delegated by the supplier
technical documents means design drawings specifications partslist calculations manuals and instructions for installation operationor maintenance and test certificates barchart programme which arerelevant to the works and are to be provided by the supplier listed inappendix 71 （scope of works and supply）hereto
technical services means the technical services provided by thesupplier＇s engineer at the contract plant pursuant to appendix 75 （thesupplier＇s engineer＇s technical services and working conditions）hereto
technical service fee means the fee for the technical services asspecified in article 12 （contract price and technical service fee）hereof
time for delivery means the time within which each batch of thetechnical documents or each lot of the equipment is to be delivered to thebuyer by the supplier in accordance with articles 215 （delivery oftechnical documents）and 222 （delivery）hereof and the relevantprovisions of the contract
works means the supply of the equipment and performance of thedesign and engineering of the equipment and the contract plant thetechnical services and any other works and services to be carried out bythe supplier under the contract as specified in appendix 71 （scope ofworks and supply）hereto
article 2 contract documents
21 contract documentssubject to article 22 （order of precedence）hereof this agreementand the appendices （and parts thereof）hereto are intended to becorrelative complementary and mutually explanatory of one another thecontract shall be read as a whole
22 order of precedencein the event of any ambiguity or conflict between this agreement andthe appendices this agreement shall precede the appendices
article 3 interpretation
31 language
311 all contract documents and all correspondence and communicationsto be given and all other documentation to be prepared and supplied underthe contract shall be written in the governing language specified inarticle 6 （governing law and language）hereof and the contract shall beconstrued and interpreted in accordance with that language
312 if any of the contract documents is prepared in any language inaddition to the governing language the contract documents in thegoverning language shall prevail unless otherwise specified in article 6（governing law and language）hereof
32 singular and plural
the singular shall include the plural and the plural the singularexcept where the context otherwise requires
33 headings
the headings and marginal notes in the contract documents are includedfor ease of reference and shall not constitute a part of the contractnor affect its interpretation
34 persons
words importing persons or parties shall include firms corporationsand government entities
35 incoterms
incoterms means the international rules for the interpretation oftrade terms published by the international chamber of commerce （1990edition)
unless inconsistent with any provision of the contract the meaning ofany shipping term and the rights and obligations of the parties thereundershall be as ascribed by incoterms
36 entire agreement
subject to article 174 hereof the contract constitutes the entireagreement between the buyer and the supplier with respect to the subjectmatter of the contract and supersedes all communications negotiations andagreements （whether written or oral）of the parties with respect theretomade prior to the signing date of this agreement
37 amendment
no amendment or other variation of the contract shall be effectiveunless it is in writing is dated expressly refers to the contract andis signed by a duly authorized representative of each party hereto
38 independent contractor
the supplier shall be an independent contractor performing thecontract the contract does not create any agency partnership jointventure or other joint relationship between the parties hereto
subject to the provisions of the contract the supplier shall besolely responsible for the manner in which the works are performed allemployees representatives or subcontractor engaged by the supplier inconnection with the performance of the contract shall be under thecomplete control of the supplier and shall not be deemed to be employeesof the buyer and nothing contained in the contract or in any subcontractawarded by the supplier shall be construed to create any contractualrelationship between any such employees
representatives or subcontractorand the buyer
39 nonwaiver
391 subject to article 392 below no relaxation forbearancedelay or indulgence by either party in enforcing any of the terms andconditions of the contract or the granting of time by either party to theother shall prejudice affect or restrict the rights of that party underthe contract nor shall any waiver by either party of any breach of thecontract operate as a waiver of any subsequent or continuing breach of thecontract
392 any waiver of a party＇s rights powers or remedies under thecontract must be in writing dated and signed by an authorizedrepresentative of the party granting such waiver and must specify theright and the extent to which it is being waived
310 severability
if any provision or condition of the contract is prohibited orrendered invalid or unenforceable such prohibition invalidity orunenforceability shall not affect the validity or enforceability of anyother provisions and conditions of the contract
article 4 effective date
41 the contract shall enter into full force and effect on the date
when all of the following conditions have been fulfilled
（a）this agreement has been duly executed for and on behalf of thebuyer and the supplier
（b）acquisition by the supplier of an export licence from itsgovernment authorities
（c）acquisition by the buyer of an import licence from its governmentauthorities
（d）issue of the letter of credit and the letter of guarantee asspecified in article 13 （terms of payment）hereof
each party shall use its best efforts to fulfill the above conditionsfor which it is responsible as soon as practicable
42 if the contract has not become effective pursuant to article 41above within _________ months from the date of signing this agreement due toreasons not attributable to the supplier the parties shall discuss andagree on an equitable adjustment to the contract price and the time fordelivery andor other relevant conditions of the contract
article 5 notices
51 all notices to be given under the contract shall be sent to thebuyer or the supplier as the case may be at the address set forth below_________to the buyer_________attention_________ to the supplier _________ attention_________
unless otherwise stated in the contract all notices to be given underthe contract shall be in writing and sent by personal delivery airmailpost special courier cable telegraph telex facsimile or electronicdata interchange （edi）to the address of the relevant party set out aboveprovided that
511 any notice sent by cable telegraph telex facsimile or edishall be confirmed within two （2）days after dispatch by notice sent byairmail post or special courier except as otherwise specified in thecontract
512 any notice sent by airmail post or special courier shall bedeemed （in the absence of evidence of earlier receipt）to have beendelivered ten （10）days after dispatch and in proving the fact of dispatchit shall be sufficient to show that the envelope containing such noticewas properly addressed stamped and conveyed to the postal authorities orcourier service for transmission by airmail or special courier
513 any notice delivered personally or sent by cable telegraphtelex facsimile or edi shall be deemed to have been delivered on the dateof its dispatch
514 either party may by ten （10）days＇ notice to the other party inwriting change its postal cable telex facsimile or edi address oraddressee for receipt of such notices
52 in this article notices shall include any approvals consents instructions orders and certificates to be given under the contract
article 6 governing law and language
61 the governing law of the contract shall be the laws of _________
62 the governing language of the contract shall be english
article 7 settlement of disputes
71 arbitration
711 if any dispute or difference of any kind whatsoever shall arisebetween the buyer and the supplier in connection with or arising out ofthe contract including without prejudice to the generality of theforegoing any question regarding its existence validity or termination orthe execution of the works whether during the progress of the works orafter their completion and whether before or after the terminationabandonment or breach of the contract the parties shall seek to resolveany such dispute or difference by mutual consultation
712 if the parties fail to solve such dispute or difference bymutual consultation then either party may give to the other party anotice that a dispute or difference exists specifying its nature thepoint （s）in issue and its intention to refer the dispute to arbitrationif the parties fail to resolve such dispute or difference by furtherconsultation within a period of thirty （30）days from the date upon whichsuch notice of dispute has been given the dispute or difference shall bereferred to and finally settled by arbitration under the rules ofconciliation and arbitration of the international chamber of commerce（icc）by one or more arbitrators （not to exceed three
）who shall beappointed under such rules the award of the arbitrator（s）shall be finaland binding on the parties
713 if the tribunal shall consist of three arbitrators one of themshall be nominated by each party and the third shall be chosen by mutualagreement by the parties within thirty （30）days of the nomination of thelast of the two arbitrators nominated by the parties if the parties failto agree upon the third arbitrator within such period the said thirdarbitrator shall be nominated in accordance with the rules agreed by thebuyer and the supplier under article 712 above
714 the place of the arbitration shall be _________ （name of a third country)
715 the language of the arbitration shall be the language specified in article 6 hereof
72 reference to expert
721 notwithstanding the provisions of article 71 （arbitration)above save insofar as they relate to mutual consultation either party maygive a notice to the other of its desire to refer to an expert any disputeor difference falling within any one or more of the categories set out at（a）to （g）（inclusive）below on each such occasion and within fourteen（14）days of such notice being given or such longer period as the partiesmay agree the parties may by mutual agreement（i）appoint an expert to which the dispute or difference shall bereferred or（ii）request the international chamber of commerce （icc）actingthrough its international centre for technical expertise （icte）to appointan expert to which the dispute or difference shall be referred whichappointment will be made within twentyone （21）days of the request beingmade to the icteif the parties fail to reach agreement on either of paragraphs （i）or（ii）above within the above specified period the dispute or differenceshall not be referred to an expert without prejudice to the right ofeither party to refer such dispute or difference to arbitration forthwithin accordance with article 71 （arbitration）above
the relevant disputes or differences which may be referred to suchexpert shall include a dispute or difference
（a）that may arise concerning approval of design provided in article21 （design and engineering）hereof or
（b）that may arise concerning a change in the works provided inarticle 36 （change in works）hereof including the grant of an extensionof time extra payment to the supplier and any amendment or modificationto the supplier or
（c）that may arise concerning the valuation of any additional cost orexpense incurred by the supplier andor any additional time required as aresult of the suspension provided in article 38 （suspension）hereof or
（d）that may arise concerning the certification of sums allegedly dueto the supplier or
（e）that may arise concerning the results of test andor inspectionprovided in article 23 （test and inspection）hereof or
（f）that may arise as to whether time for delivery under article 22（supply and delivery）hereof is attained whether the buyer＇s failure toissue an acceptance certificate under article 25 3 （acceptance）hereof isjustified or what extensions of time under article 37 （extension of timefor delivery）hereof should be given or
（g）any other dispute or difference which the parties specificallyagree from time to time to refer to the expert
722 the expert shall inform the parties of his decision in writingwithin thirty （30）days of the closing of submissions made to him by theparties and in any event within sixty （60）days of the date of hisappointment
723 if either party is not satisfied with a decision by the expertas provided in article 722 above such party may within fourteen （14)days after receipt of such decision give a notice to the other partystating that it will not abide by such decision in this case suchdispute or difference may be referred to and finally settled
byarbitration pursuant to article 71 （arbitration）hereof
if neither party gives such notice to the other party within fourteen（14）days after receipt of such decision such decision shall become finaland binding on the parties
724 unless the parties agree otherwise the proper fees and costs ofthe expert shall be shared equally by the parties
725 if any dispute or difference is referred to an expert hereunderneither party shall refer such dispute or difference to arbitration untileither （a）the expert fails to produce a determination within the periodstipulated at article 722 above or （b）one party gives a notice to theother party pursuant to article 723 above
73 notwithstanding any reference to an expert or arbitrationhereunder（a）the parties shall continue to perform their respective obligationsunder the contract unless the parties otherwise agree and（b）the buyer shall pay to the supplier any monies due and owing tothe supplier
article 8 scope of works
81 general
the supplier＇s obligations cover the grant of license for use of theproduction technology and knowhow the performance of the basic designand detailed design procurement and supply of the equipment including thespare parts thereof the provision of the technical services and trainingand the performance of other associated work and services for and relatingto the contract plant all as specifically set forth and limited to inappendix 71 （scope of works and supply）hereto the supplier shallprovide the services of engineers designers and other persons necessaryfor the performance of the works and shall proceed to and pursue thecompletion of the works in accordance with the plans proceduresspecifications drawings codes and standards and any other documents asspecified in appendix 72
（technical specifications）hereto
82 equipment and spare parts
the supplier agrees to procure inspect and expedite the equipment fordelivery fob vessels at ports of shipment （or cif ocean ports ofdestination）in accordance with the terms of article 222 （delivery)hereof
within the contract price for the equipment specified in article 12（contract price and technical service fee）hereof the supplier agrees tosupply as a part of the equipment those spare parts as required for theerection installation and the commissioning of the equipment up to theacceptance as per the list of the spare parts specified in appendix 71（scope of works and supply）hereto the supplier shall procure inspectexpedite and deliver these spare parts in the same manner as specified for the equipment in accordance with the terms of the contract
83 spare parts for operation
in addition to the stipulations in article 82 （equipment and spareparts）above the supplier also agrees to supply spare parts required forthe operation and maintenance of the equipment for the period specified inappendix 71 （scope of works and supply）hereto however the buyer shallpay to the supplier the price of such spare parts including other costsand expenses relating to the supply of the same in addition to thecontract price for the equipment specified in article 1211 hereof suchprice and other terms and conditions for the supply of such spare partsshall be separately agreed in writing between the buyer and the supplierwhen the identity specifications and quantities of the said spare partshave been determined between the buyer and the supplier
84 technical documents
the supplier agrees to prepare and submit to the buyer the technicaldocuments as per the list of the technical documents as specified inappendix 71 （scope of works and supply）hereto in accordance with theterms of the contract
85 technical services
the supplier agrees to provide the technical services at the contractplant as specified in appendix 75 （the supplier＇s engineer＇s technicalservices and working conditions）hereto in accordance with the terms ofthe contract
86 training
the supplier shall be responsible for conducting the training of thebuyer＇s operating and maintenance personnel as specified in appendix 71（scope of works and supply）hereto the maximum number of manmonthsplaces and periods of training and the responsibility for associated costsand expenses are as specified in appendix 71 （scope of works and supply)hereto all other conditions including the program for and nature of thetraining shall be agreed between the buyer and the supplier
article 9 supplier＇s manner of execution of works
91 the supplier shall execute and complete the works with due careand diligence in accordance with the contract
92 the supplier shall comply with all laws in force in the countrywhere the works are carried out whether national provincial municipalor otherwise affecting the performance of the contract and binding uponthe supplier the supplier shall indemnify and hold harmless the buyerfrom and against any and all liabilities damages claims finespenalties and expenses of whatever nature arising out of or resulting fromthe violation of such laws by the supplier or its personnel including thesubcontractors and their personnel but without prejudice to article 10 1（information and data）below
article 10 buyer＇s responsibilities
101 information and data
the buyer shall provide the supplier with all information and data asmay be required by the supplier concerning the basic design of thecontract plant as specified in appendix 71 （scope of works and supply)hereto the buyer shall ensure the correctness and exactitude of all suchinformation andor data except where otherwise expressly stated in thecontract
102 design and documents
the buyer shall provide such design drawings andor documents forthe contract plant （other than those provided by the supplier）asspecified in appendix 71 （scope of works and supply）hereto and shallobtain the supplier＇s consent to them before the buyer proceeds furtherwith its works upon request by the supplier the buyer shall allow thesupplier to have access to other buyer＇s works for review by the supplier
103 equipment and materials
the buyer shall procure and supply all equipment materials andfacilities required for the contract plant except for the equipmentsupplied by the supplier pursuant to appendix 71 （scope of works andsupply）hereto the buyer shall obtain all necessary import permits andtake delivery of all the equipment including spare parts to be supplied bythe supplier at the designated point of fob （or at the designated oceanports of destination in case of cif）and undertake all import clearanceand subsequent transportation thereof to the contract plant
104 construction and commissioning
the buyer shall be responsible for all the civil works constructionerection testing the precommissioning the commissioning and operationof the contract plant in accordance with the technical documents and underthe relevant technical services to be rendered by the supplier asspecified in appendix 7 5 （the supplier＇s engineer＇s technical servicesand working conditions）hereto
105 cost and expenses
the buyer shall execute and complete its work and services at its owncost and with due care and diligence in accordance with the contract
article 11 time schedule
111 without prejudice to article 26 （delivery time guarantee）hereofthe supplier shall proceed with the works in accordance with the timeschedule specified in appendix 74 （time schedule）hereto subject to anyextension under article 37 （extension of time for delivery）hereof thebuyer shall also proceed with its work in accordance with the timeschedule as specified in appendix 74 （time schedule）hereto
article 12 contract price and technical service fee
121 the buyer hereby agrees to pay to the supplier the contract priceand the technical service fee in consideration of the performance by thesupplier of its obligations hereunder as specified below
1211 the contract price shall be _________ （currency)the breakdown of the contract price is as follows
（1）paid up license fee（2）total design fee 1）basic design fee 2）detail design fee 3）total（3）price of equipment
the detail breakdown of the contract price is as specified inappendixi （breakdown of contract price）hereto
1212 the technical service fee is as specified in appendix 75 （thesupplier＇s engineer＇s technical services and working conditions）hereto
122 the contract price shall be a firm lumpsum not subject to anyalteration except in the event of a change in the works specified inarticle 361 hereof or as otherwise provided in the contract
123 the contract price includes the supply of spare parts required upto the acceptance of the contract plant as described inarticle 82 hereof and appendix 71 （scope of works and supply）heretohowever the contract price does not cover the supply of any other spareparts including those recommended by the supplier as required for theperiod of _________ years＇ operation of the contract plant from the date ofthe acceptance as described in article 83 hereof and appendix 71 （scopeof works and supply）hereto the buyer shall pay to the supplier the priceof such spare parts including the purchase price therefor and other costsand expenses relating to the supply of the same in addition to thecontract price specified in article 1211 above such price and otherterms and conditions for the supply of such spare parts shall beseparately agreed in writing between the buyer and the supplier when theidentity specifications and quantities of the said spare parts have beendetermined in accordance with article 83 hereof
article 13 terms of payment
131 the contract price and the technical service fee shall be paid bythe buyer to the supplier at the times in the manner and in accordancewith the provisions of appendix 2 （payment terms）hereto and appendix 75（the supplier＇s engineer＇s technical services and working conditions)hereto respectively
132 the buyer shall not later than _________ days after the signingdate of this agreement deliver to the supplier a letter of credit and aletter of guarantee issued by a first class bank acceptable to thesupplier in the form of appendix 3 （form of letter of creditguarantee)hereto and shall maintain such letter of credit and such letter ofguarantee throughout the contract
in the event that the contract changes after the issue of the letterof credit and the letter of guarantee the buyer shall arrange for suchletters to be amended to reflect such change as soon as possiblethereafter
133 no payment made by the buyer hereunder shall be deemed toconstitute acceptance by the buyer of the works or any part（s）thereof
134 in the event that the buyer fails to make any payment on itsrespective due date or within the period set forth in the contract thebuyer shall pay to the supplier interest on the amount of such delayedpayment at the rate（s）shown in appendix 2 （payment terms）hereto for theperiod of delay until payment in full whether before or after judgment orarbitral award
article 14 bonds
141 issuance of bonds
the supplier shall provide the bonds specified below in favor of thebuyer at the times and in the amount manner and form specified below
142 advance payment bond
1421 the supplier shall deliver to the buyer not later than_________ days after the effective date a bond in the form of appendix41 （advance payment bond）hereto issued by a bank acceptable to the buyerfor a sum equal to the amount of the advance payment calculated inaccordance with appendix 2 （payment terms）hereto
1422 the amount of the bond shall be reduced in proportion to theprice for the equipment under article 1211 hereof actually delivered bythe supplier from time to time and shall automatically become null andvoid upon the date of the last major shipment
1423 the bond shall be returned to the supplier immediately afterits expiry
143 performance bond
1431 the supplier shall deliver to the buyer not later than _________days after the effective date a bond in the form of appendix 42（performance bond）hereto for the due performance of the contract issuedby a bank acceptable to the buyer for a sum equal to _________ per cent ofthe contract price the bond shall be reduced to _________ per cent of thecontract price on the date of the last major shipment and shallautomatically become null and void _________ months after the date of thelast major shipment or _________ months after the date of the acceptance ofthe contract plant
whichever comes earlier
notwithstanding the foregoing if the defect liability period isextended with respect to any part of the equipment in accordance witharticle 2727 hereof the supplier shall arrange for the bond to remainvalid until the expiration of the defect liability period with respect tosuch part in an amount equal to _________ per cent of the contract price ofthat part
1432 the bond shall be returned to the supplier immediately afterits expiry
144 retention bond
1441 if the contract provides for retention money to be withheld bythe buyer from the payments of the contract price the supplier mayprovide to the buyer a retention bond（s）in the form of appendix 43（retention bond）hereto issued by a bank acceptable to the buyer for a sumequal to the retention money withheld by the buyer
upon receipt of the bond（s) the buyer shall immediately pay to thesupplier all the retention money withheld up to the sums guaranteed by thebond（s)
1442 the bond shall automatically become null and void on _________months after the date of the last major shipment or the date of theacceptance of the contract plant whichever comes earlier
1443 the bond shall be returned to the supplier immediately after its expiry
145 claim under bond
if the buyer considers itself entitled to any claim under any bond itshall so notify the supplier specifying the default of the supplier uponwhich it bases its claim subject to full compliance with the requirementsand procedures stated in the applicable bond the buyer may claim underthe bond to the extent of the loss or damage incurred by the buyer byreason of such default
article 15 taxes and duties
151 except as otherwise specifically provided in the contract thesupplier shall bear and pay all taxes duties levies and charges assessedon the supplier its subcontractors or their employees by all localstate or national government authorities in connection with the works inand outside the country where contract plant is located the buyer shall be entitled to deduct withholding tax requiredunder applicable tax laws of the country where the contract plant islocated and the agreement between the government of the people＇s republicof china and the government of _________ for the avoidance of doubletaxation and the prevention of fiscal evasion with respect to taxes onincome for the account of the supplier from payment of the paid uplicense fee the basic design fee and the technical service fee and to paythe same to the appropriate taxing authority in such case the buyershall furnish the supplier with an official tax receipt or otherappropriate evidence issued by such taxing authority
152 notwithstanding article 151 above the buyer shall bear andpromptly pay all customs import and export duties value added taxes andbusiness taxes on the works and withholding tax on any sum payable exceptthe paid up license fee the basic design fee and the technical servicefee imposed by the laws of the country where the contract plant islocated
153 if any tax exemption reductions allowances or privileges may beapplicable in the country where the contract plant is located the buyershall use its best endeavors to enable the supplier to benefit from anysuch tax savings to the maximum allowable extent
154 for the purpose of the contract it is agreed that the contractprice and the technical service fee specified in article 12 （contractprice and technical service fee）hereof is based on the taxes dutieslevies and charges prevailing at the date hereof in the country where thecontract plant is located （hereinafter called tax in this article 154)if any of the rates of tax is increased or decreased or a new tax isintroduced or an existing tax abolished or any change in interpretation orapplication of any tax occurs in the course of the performance of thecontract which was or is to be assessed on the supplier subcontractorsor their employees in connection with the performance of the contract anequitable adjustment of the contract price and the technical service feeshall be made to reflect any such change by addition to the contract priceand the technical service fee or deduction therefrom
as the case may bein accordance with article 34 （change in laws and regulations）hereof
article 16 licenceuse of technical information
161 for the operation and maintenance of the contract plantincorporating the process（es）specified in appendix 6 （licence conditions)hereto and subject to the conditions therein contained the suppliershall grant a nonexclusive and nontransferable licence （without theright to sublicense）to the buyer under the patents utility models orother industrial property rights owned by the supplier or by a third partyfrom whom the supplier has received the right to grant licencesthereunder and shall also grant to the buyer a nonexclusive andnontransferable right （without the right to sublicense）to use theknowhow and other technical information disclosed to the buyer under thecontract nothing contained herein shall be construed as transferringownership of any patent utility model trademark design copyrightknowhow or other intellectual property right from the supplier or anythird party to the buyer
162 the fully paid up licence fee for the grant of the licence andrights under article 161 above shall be included in the contract priceand paid to the supplier by the buyer for the operation and maintenance bythe buyer of the contract plant at its specified design capacity pursuantto article 12 （contract price and technical service fee）hereof theoperation of the contract plant by the buyer in excess of such designcapacity or any extension or modification by the buyer of the contractplant which results in an increase in such design capacity of the contractplant shall be subject to the conditions specified in appendix 6 （licenceconditions）hereto
163 the copyright in all drawings documents and other materialscontaining data and information furnished to the buyer by the supplierhereunder shall remain vested in the supplier or if they are furnished tothe buyer directly or through the supplier by any third party includingprocess licensor
（s）or suppliers of the equipment the copyright in suchmaterials shall remain vested in such third party
article 17 confidential information
171 the buyer and the supplier shall keep confidential and shall notwithout the written consent of the other party hereto divulge to anythird party any documents data knowhow or other information furnisheddirectly or indirectly by the other party hereto in connection with thecontract whether such information has been furnished prior to during orfollowing termination of the contract notwithstanding the above thesupplier may furnish to its subcontractor such documents data knowhowand other information it receives from the buyer to the extent requiredfor the subcontractor to perform its works under the contract in whichevent the supplier shall obtain from such subcontractor an undertaking ofconfidentiality similar to that imposed on the supplier under this article17
172 the buyer shall not use such documents data know how and otherinformation received from the supplier for any purpose other than theoperation and maintenance of the contract plant or the equipmentsimilarly the supplier shall not use such documents data knowhow andother information received from the buyer for any purpose other than thedesign procurement of the equipment or such other work and services asare required for the performance of the contract
173 the obligation of a party under articles 171 and 172 abovehowever shall not apply to that information which（a）now or hereafter enters the public domain through no fault of thatparty or （b）can be proved to have been in the possession of that party at thetime of disclosure and which was not previously obtained directly orindirectly from the other party hereto or（c）otherwise lawfully becomes available to that party from a thirdparty under no obligation of confidentiality
174 the above provisions of this article 17 shall not in any waymodify any undertaking of confidentiality given by either of the partieshereto prior to the signing date of the agreement in respect of process orequipment
175 the provisions of this article 17 shall survive termination forwhatever reason of the contract
article 18 representatives
181 buyer＇s representative
1811 if the buyer＇s representative is not named in the contractthen within fourteen （14）days of the effective date the buyer shallappoint and notify the supplier in writing of the name of the buyer＇srepresentative the buyer may from time to time appoint some other personas the buyer＇s representative in place of the person previously soappointed and shall give a notice of the name of such other person to thesupplier without delay no such appointment shall be made at such a timeor in such a manner as may impede the progress of the works suchappointment shall only take effect upon receipt of such notice by thesupplier the buyer＇s representative shall represent and act for the buyerat all times during the currency of the contract all noticesinstructions orders certificates approvals and all other communicationsunder the contract shall be given by the buyer＇s representative except asherein otherwise provided
all notices instructions information and other communications givenby the supplier to the buyer under the contract shall be given to thebuyer＇s representative except as herein otherwise provided
1812 the buyer＇s representative may at any time delegate to anyperson any of the powers and duties vested in him any such delegation maybe revoked at any time any such delegation or revocation shall be subjectto a prior notice signed by the buyer＇s representative and any notice ofdelegation or revocation shall specify the powers and duties therebydelegated or revoked such delegation or revocation shall become validwhen a copy thereof has been delivered to the supplier
any act or exercise by any person of powers and duties delegated tohim in accordance with this article 1812 shall be deemed to be an act orexercise by the buyer＇s representative
182 supplier＇s representative
1821 if the supplier＇s representative is not named in the contractthen within fourteen （14）days of the effective date the supplier shallappoint and notify the buyer in writing of the name of the supplier＇srepresentative
1822 the supplier＇s representative shall represent and act for thesupplier at all times during the currency of the contract and shall giveto the buyer all the supplier＇s notices instructions information and allother communications under the contract
all notices instructions information and all other communicationsgiven by the buyer to the supplier under the contract shall be given tothe supplier＇s representative except as herein otherwise provided
the supplier shall not revoke the appointment of the supplier＇srepresentative without the buyer＇s prior written consent which shall notbe unreasonably withheld if the buyer consents thereto the suppliershall appoint some other person as the supplier＇s representative pursuantto the procedure set out in article 1821 above
1823 the supplier＇s representative may at any time delegate to anyperson any of the powers functions and authorities vested in him anysuch delegation may be revoked at any time any such delegation orrevocation shall be subject to a prior notice signed by the supplier＇srepresentative and any notice of delegation or revocation shall specifythe powers functions and authorities thereby delegated or revoked nosuch delegation or revocation shall take effect unless and until a copythereof has been delivered to the buyer any act or exercise by any personof powers functions and authorities so delegated to him in accordancewith this article 1823 shall be deemed to be an act or exercise by thesupplier＇s representative
1824 the buyer may by notice to the supplier object to anyrepresentative or person employed by the supplier in the execution of theworks who shall in the reasonable opinion of the buyer
misconducthimself or be incompetent or negligent or commit a serious breach of thesite regulations the buyer shall provide evidence of the same whereuponthe supplier shall remove such person from the works
1825 if any representative or person employed by the supplier isremoved in accordance with article 1824 above the supplier shall whererequired promptly appoint a replacement in his stead
article 19 work program
191 program of works
within a time mutually agreed upon between the buyer and the supplierafter the date of the agreement the supplier shall prepare and submit tothe buyer a program of the works showing the sequence in which it proposesto carry out the works and the date by which the supplier reasonablyrequires that the buyer shall have fulfilled its obligations under thecontract so as to enable the supplier to execute the works in accordancewith the program the program so submitted by the supplier shall accordwith any dates and periods specified in the contract the supplier shallrevise the program as and when appropriate and shall submit all suchrevisions to the buyer
article 20 subcontractingnominated subcontractor（s)
201 subcontracting
the supplier may subcontract any part of the works to any third partywith exception of the nominated subcontractor under article 202（nominated subcontractor（s)）hereof
202 nominated subcontractor（s)
2021 if before the date of the contract the buyer requests thatthe certain part of the works shall be executed by a specificsubcontractor within the buyer＇s country nominated or recommended by thebuyer （such subcontractor being hereinafter referred to as nominatedsubcontractor) then the supplier shall consider such request by thebuyer
2022 notwithstanding the request by the buyer the supplier shallnot be required by the buyer or be under any obligation to employ anynominated subcontractor in the following circumstances
（a）if the nominated subcontractor declines to enter into asubcontract with the supplier whereby the nominated subcontractorundertakes towards the supplier the like obligations and liabilities asthe supplier has to the buyer in respect of the subject matter of thesubcontract and whereby the nominated subcontractor will save harmlessand indemnify the supplier from and against any breach by the nominatedsubcontractor of the subcontract and similarly indemnify the supplierfrom and against any negligence by the nominated subcontractor or
（b）if the supplier objects to employ the nominated subcontractor forany of the following reasons（i）the supplier considers that it would be prevented or prejudicedfrom carrying out any of its obligations under the contract for specifiedreasons if it employed the nominated subcontractor or（ii）the supplier considers that the nominated subcontractor would beincompetent or unreliable in its performance of the work to besubcontracted for specified reasons
2023 if the supplier shall decline to enter into a subcontract forany of the reasons set out in article 2022 above the buyer shall do oneof the following
（a）withdraw the nomination and make the supplier select itssubcontractor at its own discretion or
（b）the buyer may enter into a direct contract with such subcontractor for such work whereupon such work shall not be included in thedefinition of the term works specified in article 1 （definitions）hereofand shall be included in the buyer＇s scope of works set forth in appendix71 （scope of works and supply）hereto or
2024 if the supplier judges that the nominated subcontractor iscapable and appropriate to perform the works specified by the buyer andenters into the subcontract with the nominated subcontractor thesupplier shall be responsible to the buyer for the full performance of thesubcontract by the nominated subcontractor
provided however that ifthe nominated sub contractor becomes impossible to perform thesubcontract in proper way due to its financial conditions the buyershall indemnify the supplier from losses and damages suffered by thesupplier due to such situation in this case the buyer shall appointanother subcontractor being no less qualified and capable than theprevious subcontractor as the nominated subcontractor and the partieshereto shall treat such change as change in the works in accordance witharticle 36 （change in works）hereof
article 21 design and engineering
211 design and drawings
2111 the supplier shall execute the basic and detailed design workwithin the scope of the works specified in appendix 7 1 （scope of worksand supply）hereto in compliance with the provisions of the contract orwhere not so specified in accordance with good engineering practice
2112 the supplier shall be entitled to disclaim responsibility forany design data drawing specification or other document or anymodification thereof provided or designated by or on behalf of the buyerby giving a notice of such disclaimer to the buyer
212 codes and standards
wherever references are made in the contract to codes and standards inaccordance with which the works shall be executed the edition or therevised version of such codes and standards current at the date of signingthis agreement shall apply unless otherwise specified
within _________ months from the effective date the suppliershall submit the relevant standards codes and its list to the buyer
213 approval of technical documents by buyer
2131 the supplier shall prepare （or cause its sub contractors toprepare）and furnish to the buyer the documents listed in appendix 73（documents for approval by the buyer）hereto for its approval asspecified
any part of the works covered by or related to the documents to beapproved by the buyer shall be executed only after the buyer＇s approvalthereof
2132 within fourteen （14）days after receipt by the buyer of anydocument requiring the buyer＇s approval in accordance with article 2131above the buyer shall either return one copy thereof to the supplier withits approval endorsed thereon or shall notify the supplier in writing ofits disapproval thereof and the reasons therefor and the modificationswhich the buyer proposes if the buyer fails to take such action withinthe said fourteen （14）days then the said document shall be deemed tohave been approved by the buyer
2133 the buyer shall not disapprove any document except on theground that the document does not comply with some specified provision ofthe contract or that it is contrary to good engineering practice
2134 if the buyer disapproves the document the supplier may eithermodify the document and resubmit it for the buyer＇s approval in accordancewith article 2132 above or may dispute the disapproval in accordancewith article 2135 below if the buyer approves the document subject tomodification（s) the supplier may either accept the modification（s)whereupon the document shall be deemed to have been approved modify thedocument and resubmit it for the buyer＇s approval in accordance witharticle 2132 above or dispute the modification（s）in accordance witharticle 2135 below
2135 if any dispute or difference shall arise between the buyer andthe supplier in connection with or arising out of the disapproval by thebuyer of any document andor any modification （s）thereto which cannot besettled between the parties within a reasonable period then such disputeor difference may be referred to an expert for determination in accordancewith article 72 （reference to expert）hereof if such dispute ordifference is referred to an expert
the buyer shall give instructions asto whether or not and if so how the works are to proceed the suppliershall proceed with the works in accordance with the buyer＇s instructionsprovided that if the expert upholds the supplier＇s dispute of thedisapproval and if no notice has been given by the buyer under article723 hereof then the supplier shall be reimbursed by the buyer for anyadditional costs incurred by reason of such instructions and shall berelieved of such responsibility or liability in connection with thedispute and the execution of the instructions as the expert shall decideand the time for delivery shall be extended accordingly
2136 the buyer＇s approval either with or without modification（s)of the document furnished by the supplier shall not relieve the supplierof any responsibility or liability imposed upon it by any provisions ofthe contract except where and to the extent that the expert upholds thesupplier＇s dispute of the modification（s)
2137 the supplier shall not depart from any approved document unlessthe supplier has first submitted to the buyer an amended document andobtained the buyer＇s approval thereof pursuant to the provisions of thisarticle 213
if the buyer requests any change in any already approved documentandor in any document based thereon the provisions of article 36 （changein works）hereof shall apply to such request
214 design liaison
2141 both parties shall participate in design liaison meetings asfollows
2142 within _________ month after the effective date _________shall at its own cost dispatch its engineer to _________ to participate inthe kickoff meeting for the period of _________ at the end of thekickoff meeting the buyer and the supplier shall sign the kickoffmeeting protocol
2143 within _________ month after the effective date _________shall at its own cost dispatch its engineer to _________ to participate inthe basic design review meeting for the period of _________ at the endof the basic design review meeting the buyer and the supplier shall signthe basic design review meeting protocol
2144 within _________ month after the effective date _________shall at its own cost dispatch its engineer to _________ to participate inthe detail design review meeting for the period of _________ at the endof the detail design review meeting the buyer and the supplier shall signthe detail design review meeting protocol
2145 during the period of the design work the buyer may send hisengineer at its own expense to the supplier＇s relevant design offices orshops of the equipment manufacturers to understand the relevant technicaldata relating to the supplier＇s design or the equipment provided that thesupplier＇s works are not hindered or the relevant equipment manufactureragrees to receive the buyer＇s engineer the supplier shall assist for thebuyer to arrange entry visa and sojourn formalities
2146 during the performance of the works the supplier shall answerin time the questions put forward by the buyer in connection with thedesign and technical problems in the scope of the contract
2147 detailed contents time place and participants of the designliaison meetings are specified in appendix 71 （scope of works and supply)hereto
215 delivery of technical documents
2151 the technical documents shall be delivered on cpt （carriagepaid to）destination airport （in case of air cargo）or destination place（in case of special courier）in accordance with incoterms the contentsnumber of copies and delivery schedule of the technical documents arestipulated in appendix 71 （scope of works and supply）hereto
2152 not later than seven （7）days before dispatching the technical
documents the supplier shall notify the buyer by cable telexfax of the
contract number approximate number of parcels approximate gross weight
and expected date of arrival at _________
2153 within _________ working days after dispatching the saidtechnical documents the supplier shall notify the buyer bycabletelexfax of
（a）in case of air cargo the contract number number of parcels gross weight dispatchingdate flight number and air waybill number
（b）in case of special courier servicesthe contract number number of parcels gross weight dispatching dateand cargo receipt number
2154 the date of air waybill （in case of air cargo）or the date ofcargo receipt （in case of special courier services）shall be deemed to beas the actual delivery date of the technical documents
2155 in case of any shortage loss or damage caused to the technicaldocuments due to the supplier＇s responsibilities before the deliverythereof the supplier shall make supplementary delivery for the partshort lost or damaged within _________ days after receiving the buyer＇snotification without any charge
2156 within _________ working days after delivery of each batch oftechnical documents the supplier shall send to the buyer the followingdocuments
（a）air waybill in copies （marked with the contract number andnotifying the forward agent of the buyer at the destination airport)
（b）detailed list of technical documents in 2 copies
2157 the technical documents shall be properly packed to withstandnumerous handling and longdistance transportation and to protect damagesfrom moisture and rain the surface of each package shall be marked withthe following printed words
（a）contract no_________
（b）consignee_________
（c）destination_________
（d）shipping mark_________
（e）gross weight （kg)_________
（f）case no ＼bale no_________
detailed list which indicates title series number and number of pagesof the delivered technical documents shall be enclosed in each packagetogether with the technical documents
216 buyer＇s design and engineering
the buyer shall perform and complete its scope of the design andengineering specified in appendix 71 （scope of works and supply）heretoin accordance with the supplier＇s technical documents and proper designand engineering practice if any technical document prepared by the buyeris defective inadequate or insufficient the buyer shall correct suchdefect inadequacy or insufficiency at the buyer＇s expense and anyadditional expenses incurred by the buyer andor the supplier due to suchdefect inadequacy or insufficiency shall be borne by the buyer includingbut not limited to expenses for repair replacement or modification ofequipment procured by the buyer or the equipment or additionalconstruction expenses incurred by the buyer in accordance with article272 hereof
the scope of design undertaken by the buyer and the contents oftechnical documentation supplied by the buyer to the supplier is specifiedin appendix 71 （scope of works and supply）hereto the supplier shalltake it as the basis for its design
if the supplier requests the buyer for review by the supplier of thetechnical documents prepared by the buyer in accordance with appendix 71（scope of works and supply）hereto the buyer shall submit the relevanttechnical documents requested by the supplier to the supplier for reviewif supplier considers necessary
the supplier is entitled to assign anddispatch its engineer（s）to the buyer＇s design office to give technicaladvice and instructions
such reviews by the supplier do not relieve the buyer from the buyer＇sresponsibilities in relation to correctness or appropriateness of thetechnical documents prepared by the buyer
article 22 supply and delivery
221 supply of equipment
subject to article 142 （advance payment bond）hereof the suppliershall procure and supply all the equipment in an expeditious and orderlymanner
222 delivery
2221 the equipment shall be delivered on fob _________ ports basisin accordance with incoterms
the supplier shall complete the delivery of the equipment in _________basic lots in accordance with the final delivery schedule specified inarticle 2223 hereof in addition to the above basic lots the suppliershall deliver the following lots however these additional lots shall notbe considered as one of the above basic lots
（a）foundation templates and anchor bolts of the equipment shall bedelivered in _________ lot（s）within _________ months from the effectivedate
（b）catalyst（s) chemical（s）andor lubricant oil which are to besupplied by the supplier in accordance with appendix 71 （scope of worksand supply）hereto shall be delivered in _________ lot（s）not later than_________ months before the commencement of the commissioning
（c）_________
the total gross weight of the equipment is approximately _________metric tons and the total volume is approximately _________ cubic metersthe port（s）of shipments are _________ the port of destination is_________
2222 within _________ months after the effective date the suppliershall submit to the buyer
（a）the preliminary delivery schedule in six （6）copies whichspecifies the contract number item number name of the equipmentquantity total price approximate total gross weight approximate totalvolume time of each shipment shipping port name of dangerous or inflammable equipment and
（b）approximate dimensions （length width and height）of theoversized or overweighted equipment
the maximum limit of the weight of each inseparable integratedequipment is _________ metric tons while the maximum limit of measurement is_________ x _________ x _________ meters
2223 not later than _________ months before the first delivery thesupplier shall submit to the buyer
（a）the final delivery schedule in six （6）copies which specifies thecontract number despatch number item number name of the equipmentquantity total price approximate total gross and net weight approximatetotal volume approximate dimensions （length x width x height）and volumeof each packaging case time of each shipment identification of basiclots and additional lots shipping port name of dangerous or inflammableequipment and imo no and
（b）pecial requirements and precautions to be taken fortransportation and storage of dangerous or inflammable equipment
2224 the date of on board bill of lading shall be deemed to be theactual delivery date of the respective equipment
2225 not later than _________ days before the readiness of eachshipment（1）the supplier shall notify the buyer by cabletelex fax ofthe following information（a）contract number（b）date of readiness of the equipment（c）total volume（d）total gross weight（e）total number of packages（f）shipping port（g）name total gross weight and measurement of each package of theoversized or overweight equipment（h）name and imo number of the dangerous or inflammable equipment（2） at the same time the supplier shall submit to the buyer thefollowing documents each in six （6）copies
（a）the detailed list of the shipment covering the contract numberitem number name of the equipment specification type quantity totalprice the dimensions of each package （length x width x height) totalnumber of packages and name of shipping port
（b）overall packing sketch for each package of the oversized oroverweight equipment
（c）description covering names properties special protectivemeasures and way of handling an accident for any dangerous or inflammableequipment
（d）description of the special precautions to be taken for theequipment with a special requirement for temperature shock etc duringthe transportation
another copy of the said documents shall be submitted to the forwardagent of the buyer at the port of destination as a basis for arrangingtransportation loading and unloading of the equipment by the buyer
2226 each discrete part of the equipment shall be shipped as awhole their special tools for erection and easily worn out parts shall bedispatched along with the equipment concerned in case that any equipmentwhich are normally to be shipped on deck the supplier shall beresponsible for their proper packing and take special protective measures
2227 at the latest _________ days before the arrival of the carryingvessel at the shipping port the buyer shall notify the supplier bycabletelexfax of the name of the carrying vessel expected date ofarrival age and classification of the vessel shipping agent and otherinformation necessary for the shipment （in case of substitution of thevessel or alteration of the shipping schedule the buyer or its shippingagent shall duly inform the supplier to this effect)
2228 in the event of the supplier＇s failure in effecting shipmentupon the arrival of the buyer＇s vessel at the shipping port thedemurrage dead freight and other relevant charges thus incurred shall befor the supplier＇s account such charges shall be calculated and settledin accordance with the relevant documents issued by the shipping company
2229 provided the supplier has the equipment ready for shipment bythe expected date of arrival of the carrying vessel and the buyer＇svessel fails to arrive at the loading port within _________ days after theexpected date of shipment the storage charges insurance premiuminterest and all the other additional expenses thus incurred by thesupplier within the said _________ days shall be for the supplier＇s accountthe storage charges insurance premium interest and all the otheradditional expenses thus incurred by the supplier from the 31st day shallbe reimbursed by the buyer against the supplier＇s invoice accompanied withthe necessary accounting documents certifying the expenses incurred andthe reimbursement shall be made within _________ days after receipt of thesupplier＇s invoice by the buyer in this case the supplier shall berelieved from the delivery time guarantees specified in article 26（delivery time guarantees）hereof
if the buyer and the supplier agree the supplier may deliver theabove equipment on cif _________ port basis at the buyer＇s account the buyershall reimburse freight and insurance premium against the supplier＇sinvoice accompanied with the necessary accounting documents certifying theexpenses incurred and the reimbursement shall be made within twenty （20)days after receipt of the supplier＇s invoice by the buyer
if the above equipment is not delivered on board due to the buyer＇sreason within _________ months from the expected date of delivery the buyershall make the payment for the said equipment and the risk therefor shallbe transferred from the supplier to the buyer
however the supplier shall deliver the equipment on board thecarrying vessel at the supplier＇s own expenses in accordance with thebuyer＇s notification as soon as arrival of the vessel at the shippingport
22210 within _________ working days after each shipment is effectedthe supplier shall inform the buyer by cabletelexfax of the contractnumber the date and number of bill of lading name of the carryingvessel name of the equipment total price total number of packagestotal weight and total volume of the equipment for each large piece ofequipment or dangerous equipment if any as mentioned in article 22251hereof measurement （length x width x height）shall be additionallyinformed
22211 after the last major shipment is achieved the buyer and thesupplier shall conclude the protocol which confirms the achievement of thelast major shipment the date of the last major shipment shall be the dateof the bill of lading for the equipment of the last basic lot identifiedin the final delivery schedule（alternative cif basis)
223 packing and marking
2231 the supplier shall have the equipment properly packed in woodencases and shall take measures to protect the equipment from moisturerain rust corrosion and shock etc according to their different shapesand special features so as to withstand numerous handling loading andunloading as well as longdistance sea and inland transportation to ensurethe safe arrival of the equipment at the contract plant without any damageor corrosion
2232 the supplier shall mark the following on two （2）sides of eachpackaging case of the equipment with indelible paint in conspicuousenglish printed words
（a）contract no_________
（b）shipping mark_________
（c）destination_________
（d）consignee_________
（e）case no ＼bale no_________
（f）gross＼net weight （kg)_________
（g）measurement （length x width x height in cm)_________
2233 should the equipment weight _________ or more than _________ metrictons gravity and hoisting position shall be marked in english withinternational trade transportation practice marks and illustrative marksso as to facilitate loading unloading and handling
in accordance with characteristics and different requirements inloading unloading and transportation of the equipment the packaging caseshall be conspicuously marked with handle with care right side upkeep dry or etc in english and with appropriate international tradepractice marks and illustrative marks
2234 the shipping marks under article 2233 hereof shall beindicated with metal labels for the equipment delivered without packagingcase
for the equipment loaded on deck sufficient shores or chocks shouldbe provided by the supplier
2235 the loose accessories in package or bundle shall be labeled bythe supplier which label indicates the contract number name of theequipment and name of the said accessories spare parts and tools shall bemarked with the words spare parts or tools besides the aboveparticulars
2236 the following documents shall be enclosed in each package ofthe equipment
（a）packing list in two （2）copies
（b）overall assembling drawings for machines and parts which need tobe assembled at the contract plant in two （2）copies
2237 should the equipment be damaged or lost due to the supplier＇simproper packing andor inadequate protective measures before shippingthe supplier shall be responsible for repair or replacement therefor
224 customs clearance
the buyer shall at its own expense handle all imported equipment atthe point（s）of import and any formalities for customs clearance
article 23 test and inspection
231 the supplier shall at its own expense carry out at the place ofmanufacture all such test andor inspection of the equipment as arespecified in the contract
232 the buyer shall be entitled to attend the aforesaid test andorinspection by its own duly authorized and designated inspector providedthat the buyer shall bear all costs and expenses incurred in connectionwith such attendance including but not limited to all traveling andboard and lodging expenses
233 whenever the supplier is ready to carry out any such test andorinspection the supplier shall give a reasonable advance notice of suchtest andor inspection and of the place and time thereof the suppliershall obtain from any relevant third party or manufacturer any necessarypermission or consent to enable the buyer＇s inspector to attend the testandor inspection
234 the supplier shall provide the buyer with a report of the resultsof any such test andor inspection
if the buyer＇s inspector fails to attend the test andor inspectionor if it is agreed between the parties that the buyer＇s inspector shallnot do so then the supplier may proceed with the test andor inspectionin the absence of the buyer＇s inspector and provide the buyer with areport of the results thereof
235 the buyer may require the supplier to carry out any test andorinspection not described in the contract provided that no such testandor inspection impedes the progress of the works andor the supplier＇sperformance of its other obligations under the contract and providedfurther that the supplier＇s reasonable costs and expense incurred in thecarrying out of such test andor inspection shall be added to the contractprice
236 if any equipment fails to pass any test andor inspection thesupplier shall either rectify or replace such equipment and shall repeatthe test andor inspection upon giving a notice under article 233 above
237 if any dispute or difference of opinion shall arise between theparties in connection with or arising out of the test andor inspection ofthe equipment which cannot be settled between the parties within areasonable period of time it may be referred to an expert fordetermination in accordance with article 72 （reference to expert）hereofif such dispute or difference is referred to an expert the buyer shallgive instructions as to whether or not and if so how the works are toproceed the supplier shall proceed with the works in accordance with thebuyer＇s instructions provided that if the expert upholds the supplier＇sargument and if no notice has been given by the buyer under article 723hereof then the supplier shall be reimbursed by the buyer for anyadditional costs incurred by reason of such instructions and shall berelieved of such responsibility or liability in connection with thedispute and the execution of the instructions as the expert shall decideand the time for delivery shall be extended accordingly
238 the supplier shall afford the buyer at the latter＇s expenseaccess at any reasonable time to any place where the equipment are beingmanufactured in order to inspect the progress and the manner ofmanufacture provided that the buyer shall give the supplier a reasonableprior notice
239 the supplier agrees that neither the execution of a test andorinspection of the equipment nor the attendance by the buyer＇s inspectornor the issue of any test certificate pursuant to article 234 above shallrelease the supplier from any other responsibilities under the contract
2310 the buyer shall conduct open package inspection on the equipmentafter its arrival at the contract plant and shall prepare inspectionrecord and inspection report in case the law of the buyer＇s countryrequires mandatory inspection the buyer shall arrange an authoritativeinspection institution for mandatory inspection to issue an inspectioncertificate the expenses thus incurred shall be borne by the buyerthe said authoritative inspection institution in the buyer＇s countryshall be _________
2311 the supplier shall be entitled at his own expense to send hisinspectors or inspectors of the notary third party organization （hereincollectively referred to as supplier＇s inspector）to take part in the openpackage inspection the buyer shall inform the supplier of the date ofrespective open package inspection in due time and render assistance tothe supplier＇s inspectors in arranging the entry visas
2312 in case the supplier＇s inspectors are unable to join therespective open package inspection due to reason attributable to thesupplier the buyer shall have the right to proceed the relevant openpackage inspection independently or to invite the authoritative inspectioninstitution to perform open package inspection
2313 should any shortage defect damage of the equipment or improperpackage be found in open package inspection detailed record shall be madeand signed by the representatives of both parties in case the supplier＇sresponsibility is ascertained the said record shall be taken as aneffective evidence for the buyer to claim replacement repair orsupplement in case the buyer＇s responsibility is ascertained thesupplier shall make replacement repair or supplement at the earliest timepossible at the buyer＇s expense
2314 if the buyer considers that the inspection of the equipment bydisassembling thereof is necessary the buyer may perform suchdisassembling inspection provided that the buyer and the supplier shallmutually agree to such inspection in advance
the supplier＇s engineer（s)may witness such inspection and the buyer shall perform such inspection inaccordance with the relevant technical documents supplied by the supplierat that timehowever in any event the following equipment shall not bedisassembledinstrument equipmentelectrical equipmentrotating equipment computer
2315 after the openpackage inspection the buyer shall properlyrepack and store the equipment in accordance with the instructions of thesupplier＇s engineer（s)
2316 the open package inspection shall not release the supplier fromdefect liability under article 27 （defect liability）hereof
article 24 erection and precommissioning
241 the erection and the precommissioning shall be carried out bythe buyer with the supplier＇s technical services in accordance withappendix 75 （the supplier＇s engineer＇s technical services and workingconditions)
the supplier shall provide the technical services on theerection and the precommissioning of the contract plant the supplier＇sengineer shall give detailed explanation of methods and requirements ofthe erection and the precommissioning to the buyer＇s personnel who aretaking part in the erection and the precommissioning the importanttechnical explanation shall be given in written form
each party shall nominate within sixty （60）days before thebeginning of the erection one general representative to deal with allmatters in connection with the works at the contract plant during theperiod from erection up to the acceptance of the contract plant suchsupplier＇s general representative shall arrive at the contract plant_________ day prior to the beginning of the erection the generalrepresentatives of both parties shall fully cooperate to prepare workingschedule and to analyze the problems and difference which are to beclarified and solved through friendly consultation further descriptionwith regard to the general representatives of the buyer and the supplierat the contract plant are referred to in appendix 75
（the supplier＇sengineer＇s technical services and working conditions）hereto
242 as soon as the contract plant has in the opinion of the buyerand the supplier been completed mechanically and structurally and put ina tight and clean condition the supplier and the buyer shall confirmcompletion of the erection in writing
243 within seven （7）days after the confirmation of completion of theerection under article 242 above the buyer shall supply the operating andmaintenance personnel specified in appendix 71 （scope of works andsupply）hereto for the precommissioning of the contract plant
pursuant to appendix 71 （scope of works and supply）hereto the buyershall also provide within the said seven （7）day period the rawmaterials utilities lubricants chemicals catalysts facilitiesservices and other matters required for the precommissioning of thecontract plant
244 as soon as is reasonably practicable after the operating andmaintenance personnel have been supplied by the buyer and the rawmaterials utilities lubricants chemicals catalysts facilities andservices and other matters have been provided by the buyer in accordancewith article 243 above the buyer shall commence the precommissioning ofthe contract plant in preparation for the commissioning
245 within seven （7）days after all works in respect of theprecommissioning are completed and in the opinion of the buyer and thesupplier the contract plant is ready for the commissioning the buyer andthe supplier shall confirm the readiness for the commissioning in writing
article 25 commissioning and acceptance
251 commissioning
2511 the commissioning of the contract plant shall be performed bythe buyer immediately after the confirmation of the readiness for thecommissioning under article 245 hereof the commissioning period shall be_________ months after commencement of the commissioning
2512 during the commissioning the buyer shall supply the operatingand maintenance personnel raw materials utilities lubricantschemicals catalysts maintenance tools laboratory testing facilitiesfacilities services and other matters required for the operation of thecontract plant as specified in appendix 71 （scope of works and supply)hereto
2513 during the commissioning the supplier＇s engineer shall providethe buyer＇s engineer with the technical services in accordance withappendix 75 （the supplier＇s engineer＇s technical services and workingconditions）hereto
2514 all the sampling and analytical tests during the commissioningperiod shall be done at the presence of the representatives of bothparties and the detailed record shall be made the supplier＇s engineershall have the right to access to the laboratory and testing facilitiesfor sampling and analyzing
2515 during the commissioning period the buyer＇s stored spare partsshall be used for the replacement of defective equipment if any shouldthe spare parts be used due to supplier＇s reason they shall bereplenished by the supplier in time
2516 when the buyer and the supplier consider that the contractplant has been operated under stable conditions the buyer and thesupplier shall confirm that the contract plant is ready for theperformance test
252 performance test
2521 immediately after the confirmation under article 251 6 abovethe performance test （and repeated run thereof）shall be conducted by thebuyer during the commissioning of the contract plant to ascertain whetherthe contract plant can attain the process performance guarantees specifiedin appendix 5
（process performance guarantees）hereto in accordance witharticle 28 （process performance guarantees）hereof
2522 if for reasons not attributable to the supplier theperformance test of the contract plant cannot be successfully completedwithin _________ months from date of the last major shipment the suppliershall be deemed to have fulfilled its obligations with respect to theprocess performance guarantees specified in appendix 5 （processperformance guarantees）hereto and articles 283 and 284 hereof shall notapply
2523 during the performance test the supplier＇s engineer shallprovide the buyer＇s engineer with the technical services on theperformance test of the contract plant in accordance with appendix 75（the supplier＇s engineer＇s technical services and working conditions)hereto
2524 any performance test shall be carried out in accordance withthe standards methods conditions procedures and orders which arespecified in appendix 5 （process performance guarantees）hereto as wellas the technical advice and instructions of the supplier＇s engineer asspecified in appendix 75 （the supplier＇s engineer＇s technical servicesand working conditions）heretoall guarantee figures to be tested are specified in appendix 5（process performance guarantees）hereto the performance test shall becompleted in _________ days
2525 the progress and the result of the performance test shall berecorded in detail by both parties within three days after the completionof the performance test the said report of the performance test shall beconfirmed and signed by the representatives of the buyer and the supplier
253 acceptance
2531 acceptance shall occur in respect of the contract plant when
（a）the performance test has been successfully completed and theprocess performance guarantees specified in appendix 5 （processperformance guarantees）hereto are met or
（b）the performance test has not been successfully completed forreasons not attributable to the supplier within _________ months from the
date of the last major shipment as specified in article 25 22 above or
（c）the supplier has paid the liquidated damages specified in article284 （failure to meet performance guarantees）hereof
2532 at any time after any of the events set out in article 2531above has occurred the supplier may give a notice to the buyer requestingthe issue of an acceptance certificate in respect of the contract plant asat the date of such notice
2533 the buyer shall within seven （7）days after receipt of the supplier＇s notice issue such acceptance certificate
2534 if within seven （7）days after receipt of the supplier＇ snotice the buyer fails to issue the acceptance certificate or fails toinform the supplier in writing of the justifiable reasons why the buyerhas not issued the acceptance certificate the contract plant there of shall be deemed to have been accepted as at the date of the supplier＇ssaid notice
article 26 delivery time guarantee
261 delivery time guarantee the supplier guarantees that it shall deliver to the buyer
（a）each such basic lot of the equipment within such corresponding time for delivery as referred to in article 2221 hereof and finallyfixed in the final delivery schedule pursuant to article 2223 hereofand
（b）each such basic item of the technical documents whose time fordelivery is guaranteed as specified in appendix 74 （time schedule）heretowithin the corresponding time for delivery specified therein
subject however to any extension of each such time for delivery towhich the supplier shall be entitled under article 37 （extension of timefor delivery）hereof
262 late delivery of equipment
if the supplier fails to deliver to the buyer any portion of the equipment included in such a basic lot within such corresponding time fordelivery as specified in article 261 （delivery time guarantee）above orany extension thereof under article 37 （extension of time for delivery)hereof the supplier shall pay to the buyer liquidated damages for eachsuch delayed portion of the equipment at the following rates for everyweek of delay providing that fractions of four days or more shall becounted as one week and fraction（s）of less than four days shall beomitted
（a）for the first four weeks of delay_________ per cent （_________）of the invoiced amount of the delayedportion of the equipment per week
（b）for the second four weeks of delay following the first four weeksof delay_________ per cent （_________）of the invoiced amount of the delayedportion of the equipment per week
（c）for the ninth and subsequent week（s）of delay_________ per cent （_________）of the invoiced amount of the delayedportion of the equipment per week
such monies shall be paid as liquidated damages and not as a penaltythe total aggregate amount of such liquidated damages shall in no eventexceed _________ per cent （_________）of the contract price for theequipment specified in article 12 （contract price and technical servicefee）hereof
263 late delivery of technical documents
if the supplier fails to deliver to the buyer any basic item of thetechnical documents specified in appendix 74 （time schedule）hereto whosetime for delivery is guaranteed under article 261 （delivery timeguarantee）above within the corresponding time for delivery specified inappendix 74
（time schedule）hereto or any extension thereof under article37 （extension of time for delivery）hereof the supplier shall pay to thebuyer liquidated damages for each such delayed basic item of the technicaldocuments at the following rates for every week of delay providing thatfractions of four days or more shall be counted as one week andfraction（s）of less than four days shall be omitted
（a）for the first four weeks of delay_________ percent （_________）of the total design fee specified inarticle 12 （contract price and technical service fee）hereof per week
（b）for the second four weeks of delay following the first four weeksof delay_________ percent （_________）of the aforesaid total design fee perweek
（c）for the ninth and subsequent week（s）of delay_________ percent （_________）of the aforesaid total design fee perweek
such monies shall be paid as liquidated damages and not as a penaltythe total aggregate amount of such liquidated damages shall in no eventexceed _________ per cent （_________）of the aforesaid total design fee
264 payment of liquidated damages
the payment of liquidated damages under articles 262 （late deliveryof equipment）and 263 （late delivery of technical documents）above shallbe in complete satisfaction of the supplier＇s obligation to deliver to thebuyer the relevant equipment or the relevant technical documents withinthe corresponding time for delivery specified in article 261 （deliverytime guarantee）above or any extension thereof under article 37 （extensionof time for delivery）hereof and the supplier shall have no furtherliability whatsoever to the buyer in respect thereof
however such payment of liquidated damages shall not in any wayrelieve the supplier from any of its obligations to deliver to the buyerthe equipment and the technical documents or from any other obligationsand liabilities of the supplier under the contract
save for liquidated damages payable under articles 262 （late deliveryof equipment）and 263 （late delivery of technical documents）above thefailure by the supplier to attain any milestone or other act matter orthing by any such date or within any such time as specified in appendix74 （time schedule）hereto andor other program of the works preparedpursuant to article 19 （work program）hereof shall not render the supplierliable for any loss or damage thereby suffered by the buyer
article 27 defect liability
271 guarantees and defect liability period
2711 the supplier guarantees that
（a）the equipment or any part thereof shall be free from defects indesign materials and workmanship
（b）the technical documents or any part thereof except for thosewhich are of preliminary nature or to be delivered to the buyer by thesupplier for the buyer＇s information shall be correct and haveconsistency in the contents thereof and shall be sufficient to enable theinternationally competent recognized engineers to understand the contentsthereof and
（c）the technical advice and instructions given in writing by thesupplier＇s engineer during his performance of the technical services shallbe correct
2712 the period of the validity of the guarantees given by thesupplier under article 2711 above ie the defect liability perioddefined in article 1 （definitions）hereof shall commence from the date ofdelivery of the relevant equipment the date of delivery of the relevanttechnical documents or the date of provision of the relevant technicaladvice or instructions given in writing by the supplier＇s engineer at thecontract plant as the case may be and shall end upon the expiry of_________ months from the date of the last major shipment or twelve （12)months from the date of the acceptance of the contract plant whichevercomes earlier subject however to any extension under article 2727hereof
272 defect liability for equipment
2721 if during the defect liability period any defect should befound in the design materials or workmanship of the equipment or any partthereof the supplier shall promptly and at its cost repair replace orotherwise make good （as the supplier shall at its discretion determine)such defect as well as any damage to the equipment caused by such defectprovided that the supplier shall not be responsible for the repairreplacement or making good of any defect of or any damage to the equipmentarising out of or resulting from any of the following causes
（a）improper design engineering storage transportation handlinginstallation erection operation or maintenance of the contract plant byor on behalf of the buyer
（b）any defect or deficiency in the equipment machinery materialsand other supplies for the contract plant supplied by or on behalf of thebuyer
（c）operation of the contract plant outside the specificationsprovided in the contract
（d）failure on the part of the buyer to follow and conform to thetechnical documents and other recommendations advice and instructionsprovided by the supplier or the supplier＇s engineer under the contract
（e）erosion or corrosion
（f）normal wear and tear
2722 the supplier＇s obligations under this article 272 （defect liability for equipment）shall not apply to
（a）any equipment machinery material and other supply which are supplied by or on behalf of the buyer under article 103 hereof
（b）any part of the equipment which are normally consumed in operation or which have a normal life shorter than the defect liability period
（c）any design specification or other data designated supplied orspecified by or on behalf of the buyer or any matter for which thesupplier has disclaimed responsibility hereunder or
（d）any other material supplied or any work executed by or on behalfof the buyer except for the work executed by the buyer under article2726 below
2723 the buyer shall give the supplier a notice stating the natureof any such defect together with all available evidence thereof promptlyfollowing the discovery thereof the buyer shall afford all reasonableopportunity for the supplier to inspect any such defect
2724 the buyer shall afford the supplier all necessary access to thecontract plant to enable the supplier to perform its obligations underthis article 272 （defect liability for equipment)
the supplier may with the consent of the buyer remove from thecontract plant the equipment or any part thereof which is defective if thenature of the defect andor any damage to the equipment caused by thedefect is such that repairs cannot be expeditiously carried out at thecontract plant
2725 if the repair or replacement or making good is of such acharacter that it may affect the efficiency of the equipment or any partthereof the buyer may give to the supplier a notice requiring that testsshall be made by the supplier of the defective part of the equipmentimmediately on completion of such remedial work whereupon the suppliershall carry out such tests
if such part fails the tests the supplier shall carry out furtherrepair replacement or making good （as the case may be）until that part ofthe equipment passes such tests the tests shall be agreed by the buyerand the supplier
2726 if the supplier fails to commence the work necessary to remedysuch defect or any damage to the equipment caused by such defect within areasonable time the buyer may carry out such work in a reasonable mannerand the reasonable direct costs incurred by the buyer in connectiontherewith shall be paid to the buyer by the supplier providing that thelabor costs included in such costs shall be calculated based on the localcosts incurred in the country in which the contract plant is to beconstructed
2727 if the equipment or any part thereof cannot be used by reasonof such defect andor making good of such defect the defect liabilityperiod of the equipment or such part as the case may be shall beextended by a period equal to the period during which the equipment orsuch part cannot be used by the buyer due to any of the aforesaid reasons
273 defect liability for technical documents
2731 if during the defect liability period any error or mistakeshould be found in the technical documents or any part thereof
（a）the supplier shall promptly and at its cost correct such error ormistake and redeliver to the buyer the technical documents or part（s)thereof so corrected and repair replace or otherwise make good （as thesupplier shall at its discretion determine）any such defect in or anysuch damage to the equipment or any part thereof as caused by the saiderror or mistake in the technical documents or any part thereof subjectto the same conditions as set forth in articles 2721 through 2727above inclusive or
（b）the supplier shall be liable for and pay to the buyer reasonabledirect costs incurred by the buyer in repairing replacing or otherwisemaking good （as the supplier shall at its discretion determine）any suchdefect in or any such damage to any part of the contract plant otherthan the equipment supplied or the works for the contract plant executedby or on behalf of the buyer as caused by the said error or mistake inthe technical documents or any part thereof providing that the laborcosts included therein shall be calculated based on the local costsincurred in the country in which the contract plant is to be constructed
provided that the supplier shall not be responsible for any such erroror mistake in the technical documents or any part thereof as caused byinaccurate drawings data or information furnished to the supplier by thebuyer and for any defect in or damage to any part of the contract plantor the works for the contract plant executed by or on behalf of the buyeror any other loss or damage incurred by the buyer arising out of orresulting from any such error or mistake in the technical documents or anypart thereof as caused by inaccurate drawings data or informationfurnished to the supplier by the buyer or any failure on the part of thebuyer to fully comply with the technical documents
2732 the buyer shall give the supplier a notice stating the natureof any error or mistake in the technical documents or any part thereof andof any such defect in or any such damage to any part of the contractplant or the works for the contract plant executed by or on behalf of thebuyer as caused by the said error or mistake in the technical documentsor any part thereof promptly following the discovery thereof the buyershall afford all reasonable opportunity for the supplier to inspect anysuch error or mistake or any such defect or damage
2733 notwithstanding anything to the contrary provided in thecontract the aggregate liability of the supplier to the buyer arising outof or in connection with the technical documents under this article 273（defect liability for technical documents) except for the liability tocorrect the erroneous or defective technical documents and redeliver thetechnical documents so corrected and to repair replace or otherwise makegood any defect in or any damage to the equipment or any part thereofunder article 2731 above shall not exceed _________ per cent（_________）of the total design fee specified in article 12 （contractprice and technical service fee）hereof
274 defect liability for technical services
2741 if during the defect liability period any error or mistakeshould be found in the technical advice and instructions given in writingby the supplier＇s engineer during his performance of the technicalservices
（a）the supplier shall promptly and at its cost reperform thetechnical services related to such erroneous or mistaken written technicaladvice or instructions and repair replace or otherwise make good （as thesupplier shall at its discretion determine）any such defect in or anysuch damage to the equipment or any part thereof as caused by the saiderror or mistake in the written technical advice or instructions subjectto the same conditions as set forth in articles 2721 through 2727above inclusive or
（b）the supplier shall be liable for and pay to the buyer reasonabledirect cost incurred by the buyer in repairing replacing or otherwisemaking good （as the supplier shall at its discretion determine）any suchdefect in or any such damage to any part of the contract plant otherthan the equipment supplied or the works for the contract plant executedby or on behalf of the buyer as caused by the said error or mistake inthe written technical advice or instructions providing that the laborcosts included therein shall be calculated based on the local costsincurred in the country in which the contract plant is to be constructed
provided that the supplier shall not be responsible for the technicalservices related to any such erroneous or mistaken written technicaladvice or instructions as caused by inaccurate drawings data orinformation furnished to the supplier by the buyer and for any defect inor damage to any part of the contract plant or the works for the contractplant executed by or on behalf of the buyer or any other loss or damageincurred by the buyer arising out of or resulting from any such error ormistake in the written technical advice or instructions given by thesupplier＇s engineer as caused by inaccurate drawings data or informationfurnished to the supplier by the buyer or any failure on the part of thebuyer to fully comply with the written technical advice or instructionsgiven by the supplier＇s engineer or any performance by the buyer withoutattendance of the supplier＇s engineer of any procedure
test program orwork which are subject to the attendance of the supplier＇s engineer underthe contract
2742 the buyer shall give the supplier a notice stating the natureof any error or mistake in the aforesaid written technical advice orinstructions given by the supplier＇s engineer and of any such defect inor any such damage to any part of the equipment or any part of thecontract plant other than the equipment supplied or the works for thecontract plant executed by or on behalf of the buyer as caused by thesaid error or mistake in the written technical advice or instructionsgiven by the supplier＇s engineer promptly following the discoverythereof the buyer shall afford all reasonable opportunity for thesupplier to inspect any such defect or damage
2743 notwithstanding anything to the contrary provided in thecontract the aggregate liability of the supplier to the buyer arising outof or in connection with the technical services under this article 274（defect liability for technical services) except for the liability of thesupplier to reperform the technical services related to the erroneous ormistaken written technical advice or instructions and to repair replaceor otherwise make good any defect in or any damage to any part of theequipment under article 2741 above shall not exceed _________ per cent（_________）of the total sum of the technical service fee which thesupplier shall have received from the buyer
275 except as provided in this article 27 （defect liability）andarticle 32 （loss or damage to propertyaccident or injury toworkmenindemnification）hereof the supplier shall be under no liabilitywhatsoever and howsoever arising and whether under the contract or atlaw in respect of defects in the contract plant or the equipment or anypart thereof materials design or engineering or work executed or errorsor mistakes in the technical documents or any part thereof or in thetechnical services
article 28 process performance guarantees
281 process performance guarantees and performance test
the supplier guarantees that during the performance test or anyrepeated run thereof the contract plant shall attain the processperformance guarantees specified in appendix 5 （process performanceguarantees）hereto subject to and upon the conditions specified in thisarticle 28 （process performance guarantees）and the said appendix 5
282 preconditions
the process performance guarantees under article 281 （processperformance guarantees and performance test）above shall be expresslyconditioned upon the following being fully satisfied or fulfilled by or onbehalf of the buyer
（a）any and all supplies and works （except for those falling withinthe supplier＇s scope of supplies and services under the contract) such asdesign of the contract plant （other than the equipment）andor itsassociated facilities to be executed by or on behalf of the buyerequipment machinery and materials for the contract plant （other than theequipment）andor its associated facilities to be supplied by or on behalfof the buyer civil building erection installation and commissioningworks and operation and maintenance of the contract plant andor itsassociated facilities shall be properly provided or performed by thebuyer and shall be in accordance with the requirements under the contractthe technical documents and the technical advice and instructions given bythe supplier＇s engineer under the contract
（b）the buyer shall during the commissioning and the performance testof the contract plant （including any repeated run thereof）provide at itsown expense skilled and welltrained laborers and operators rawmaterials lubricants consumables other materials and supplies toolstesting and measuring devices and utilities in reasonably sufficientquantity with required quality needed for proper execution of thecommissioning and the performance test （including any repeated runthereof) in accordance with the requirements under the contract thetechnical documents and the technical advice and instructions given by thesupplier＇s engineer under the contract and shall give the supplier＇sengineer opportunities to check them in advance or at all reasonable timesduring the commissioning and the performance test
（including any repeatedrun thereof) the supplier＇s engineer may reject such laborers andoperators raw materials lubricants consumables other materials andsupplies tools testing and measuring devices and utilities which thesupplier＇s engineer deems to be unsuitable of insufficient quality notsuitably prepared or otherwise inadequate for the commissioning or theperformance test （including any repeated run of said performance test)
（c）the performance test （including any repeated run thereof）shall becarried out by the buyer under the technical advice and instructions givenby the supplier＇s engineer under the contract in accordance with suchprocedures programs methods testing conditions and other terms andconditions as provided for in the contract and in compliance with therelevant technical documents
283 minimum level
if for reasons attributable to the supplier the minimum level of theprocess performance guarantees specified in appendix 5 （processperformance guarantees）hereto is not met either in whole or in partduring the performance test the supplier shall at its cost and expensemake such changes modifications andor additions to the contract plant orany part thereof as may be necessary so as to meet at least the minimumlevel of such guarantee in such manner and to such extent as specified inarticles 2721 2731 and 2741 above the supplier shall notify thebuyer upon completion of the necessary changes modifications andoradditions and shall repeat the performance test in the same manner as thatof the first performance test until the minimum level of such guaranteehas been met
284 failure to meet performance guarantees
if for reasons attributable to the supplier the process performanceguarantees specified in appendix 5 （process performance guarantees）heretoare not attained either in whole or in part
but the minimum level of theprocess performance guarantees is met during the performance test thesupplier shall at its option either
（a）make such changes modifications andor additions to the contractplant or any part thereof as may be necessary in order to attain theprocess performance guarantees in such manner and to such extent asspecified in articles 2721 2731 and 2741 above at its cost andexpense andor offer the buyer to change the operating conditions of thecontract plant whereupon a further performance test shall be carried outin the same manner as that of the first performance test subjecthowever to the changed operating conditions of the contract plant if somutually agreed upon or
（b）pay liquidated damages to the buyer in respect of the failure tomeet the process performance guarantees in accordance with appendix 5（process performance guarantees）hereto
if the supplier exercises the option specified in item （a）above andany performance test carried out pursuant thereto fails to attain theprocess performance guarantees referred to above either in whole or inpart for reasons attributable to the supplier then the foregoingprocedures shall apply to the subsequent course of action and proceduresto be taken by the supplier
285 payment of liquidated damages
the payment of liquidated damages under article 284 （failure to meetperformance guarantees）above shall be in complete satisfaction of thesupplier＇s guarantees under article 281 （process performance guaranteesand performance test）above and any other corresponding or equivalentprovision set out in the contract （whether in appendix 7 hereto orotherwise）and the supplier shall have no further liability whatsoever tothe buyer in respect thereof upon the payment of such liquidated damagesby the supplier the buyer shall issue the acceptance certificate for thecontract plant in respect of which the liquidated damages have been sopaid
article 29 patent indemnity
291 the supplier shall until the cutoff date defined in paragraph 1of appendix 6 （license conditions）hereto and subject to other conditionsset out therein including but not limited to the limitation of liabilitypursuant to paragraph 5 thereof and to the buyer＇s compliance with article292 below indemnify and hold harmless the buyer and its employees andofficers from and against any and all suits actions or administrativeproceedings claims demands losses damages and costs and expenses ofwhatsoever nature including attorney＇s fees and expenses which the buyermay suffer as a result of any infringement or alleged infringement of anypatent utility model registered design trademark copyright or otherintellectual property right registered or otherwise existing at the dateof this agreement by reason of
（a）the execution of the works by the supplier or the use of thecontract plant in the country where the contract plant is to beconstructed or
（b）the sale of the products produced by the contract plant in anycountry except those countries which are excluded or where restrictionsare placed on the buyer as set out in appendix 6 （licence conditions)hereto
provided that such indemnity shall not cover any use of the contractplant or any part thereof otherwise than for the purpose indicated by orreasonably to be inferred from the contract or any infringement which isdue to the use of the contract plant or any part thereof or any productsproduced thereby in association or combination with any other equipmentplant material or process not supplied or licensed by the supplierpursuant to the contract
292 if any proceeding is brought or any claim is made against thebuyer arising out of the matters referred to in article 291 above thebuyer shall promptly give the supplier a notice thereof and the suppliermay at its own expense and in the buyer＇s name conduct such proceeding orclaim and any negotiation for the settlement of any such proceeding orclaim
if the supplier fails to notify the buyer within twentyeight （28)days after receipt of such notice that it intends to conduct any suchproceeding or claim then the buyer shall be free to conduct the same onits own behalf unless the supplier has so failed to notify the buyerwithin the twentyeight
（28）day period the buyer shall make no admissionwhich may be prejudicial to the defense of any such proceeding or claim
the buyer shall at the supplier＇s request afford all availableassistance to the supplier in conducting such proceeding or claim andshall be reimbursed by the supplier for all reasonable expenses incurredin so doing
293 the buyer shall indemnify and hold harmless the supplier and itsemployees officers and subcontractors from and against any and allsuits actions or administrative proceedings claims demands lossesdamages and costs and expenses of whatsoever nature including attorney＇sfees and expenses which the supplier may suffer as a result of anyinfringement or alleged infringement of any patent utility modelregistered design trademark copyright or other intellectual propertyright registered or otherwise existing at the date of this agreementarising out of or in connection with any design data drawingspecification or other document or material provided or designated by oron behalf of the buyer
article 30 limitation of liability
301 notwithstanding anything to the contrary provided in thecontract the aggregate liability of the supplier to the buyer withrespect to the defect liability under article 27 （defect liability) thepatent indemnity under article 29 （patent indemnity）hereof and theliquidated damages payable to the buyer under articles 262 （late deliveryof equipment) 263 （late delivery of technical documents）and 284（failure to meet performance guarantees）hereof except for the liabilityto repair replace or otherwise make good any defect in or any damage tothe equipment or any part thereof under articles 2721 2731 27 41and 283 （minimum level）and 284 （failure to meet performance guarantees)hereof to correct the erroneous or mistaken technical documents andredeliver the technical documents so corrected under article 2731hereof and to reperform the technical services related to the erroneous ormistaken written technical advice or instructions given by the supplier＇sengineer under article 2741 hereof shall not exceed _________ per cent（_________）of the contract price
302 the supplier shall in no event be liable to the buyer by way ofindemnity or by reason of any breach of the contract or in tort orotherwise for loss of or damage to any facility equipment machinery ormaterial other than the contract plant and for loss of use of the contractplant andor its associated facilities or any part thereof or for loss ofproduction loss of profit or loss of any contract or for any indirectspecial or consequential loss or damage that may be suffered by the buyerin connection with the contract
article 31 transfer of risk of loss and buyership
311 risk of loss of the equipment shall be transferred from thesupplier to the buyer upon delivery of the equipment as specified inarticle 222 （delivery）hereof in accordance with the provisions ofincoterms buyership of the equipment shall be transferred from thesupplier to the buyer upon transfer of risk of loss of the equipment asspecified above
312 risk of loss of the technical documents shall be transferred fromthe supplier to the buyer upon its delivery to transportation company （incase of air cargo）or special courier services company （in case of specialcourier services) buyership of the technical documents subject tolimitations specified in the relevant provisions hereof shall also betransferred to the buyer upon delivery of the technical documents asspecified above
article 32 loss or damage to propertyaccident or to workmen indemnification
321 each party hereto shall waive all claims for recovery from theother party for any death or personal injury of any of its personnel orloss or damage to any of its property （including the contract plant)arising out of or in connection with its performance of the contract
322 the buyer shall indemnify and hold harmless the supplier and thesupplier＇s engineer from all claims or suits from third parties for anydeath or personal injury arising out of or in connection with theperformance of the works in the buyer＇s country
323 the party entitled to the benefit of an indemnity under thisarticle 32 shall take all reasonable measures to mitigate any loss ordamage which has occurred if the party fails to take such measures theother party＇s liabilities shall be correspondingly reduced
article 33 insurance
331 each party shall at its expense take out and maintain in effector cause to be taken out and maintained in effect appropriate insurancesduring the performance of the contract
article 34 change in laws and regulations
341 if after the date of the agreement in any country where theequipment or any part thereof is to be manufactured or in the countrywhere the contract plant is located any law regulation ordinance orderor bylaw having the force of law is enacted promulgated abrogated orchanged （which shall be deemed to include any change in interpretation orapplication by the competent authorities）which subsequently affects thecosts and expenses of the works the contract price shall becorrespondingly increased or decreased to the extent that the supplier hasthereby been affected in the performance of any of its obligations underthe contract
article 35 force majeure
351 force majeure shall mean any event beyond the reasonablecontrol of the buyer or the supplier as the case may be and which isunavoidable notwithstanding the reasonable care of the party affected andshall include without limitation the following
（a）war hostilities or warlike operations （whether a state of war bedeclared or not) invasion act of foreign enemy civil war or
（b）rebellion revolution insurrection mutiny usurpation of civilor military government conspiracy riot civil commotion terrorist actsor
（c）confiscation nationalization mobilization commandeering orrequisition by or under the order of any government or de jure or de factoauthority or ruler or any other act or failure to act of any local stateor national government authority or
（d）trike sabotage lockout embargo import restriction portcongestion lack of usual means of public transportation andcommunication industrial dispute shipwreck shortage or restriction ofpower supply epidemics quarantine plague or
（e）earthquake landslide volcanic activity fire flood orinundation tidal wave typhoon or cyclone hurricane storm lightningor other inclement weather condition nuclear and pressure waves or othernatural or physical disaster or
（f）hortage of labor materials or utilities where caused bycircumstances that are themselves force majeure
352 if either party is prevented hindered or delayed from or inperforming any of its obligations under the contract by an event of forcemajeure then it shall notify the other in writing of the occurrence ofsuch event and the circumstances thereof within fourteen （14）days afterthe occurrence of such event
353 the party who has given such notice shall be excused from theperformance or punctual performance of its obligations under the contractfor so long as the relevant event of force majeure continues and to theextent that such party＇s performance is prevented hindered or delayedthe time for delivery shall be extended in accordance with article 37（extension of time for delivery）hereof
354 the party or parties affected by the event of force majeure shalluse reasonable efforts to mitigate the effect thereof upon its or theirperformance of the contract and to fulfill its or their obligations underthe contract but without prejudice to either party＇s right to terminatethe contract under article 356 below
355 no delay or nonperformance by either party hereto caused by theoccurrence of any event of force majeure shall
（a）constitute a default or breach of the contract or
（b）give rise to any claim for damages or additional cost or expenseoccasioned thereby
if and to the extent that such delay or nonperformance is caused bythe occurrence of an event of force majeure
356 if the performance of the works is substantially preventedhindered or delayed for an aggregate period of more than one hundred andtwenty days on account of one or more events of force majeure during thecurrency of the contract either party may terminate the contract bygiving a notice to the other
357 in the event of termination pursuant to article 356 above the rights and obligations of the buyer and the supplier shall be as specifiedin articles 3912 and 3913 hereof except that the supplier shall haveno entitlement to profit under paragraph （e）of the said article 3913 inrespect of any unexecuted works as at the date of termination
358 notwithstanding article 355 above force majeure shall not applyto any obligation of the buyer to make payments to the supplier hereunder
article 36 change in works
361 subject to articles 367 and 368 below the buyer shall have theright to request and subsequently to order the supplier from time to timeduring the performance of the contract to make any change modificationaddition or deletion to in or from the works （hereinafter calledchange) provided that such change falls within the general scope of theworks and does not constitute unrelated work and that it is technicallypracticable taking into account both the state of advancement of theworks and the technical compatibility of the change envisaged with thenature of the works as specified in the contract
362 the supplier may from time to time during its performance of thecontract propose to the buyer any change which the supplier considersnecessary or desirable to improve the quality efficiency or safety of theworks the buyer may at its discretion approve or reject any changeproposed by the supplier provided that the buyer shall approve any changeproposed by the supplier to ensure the safety of the works
363 notwithstanding articles 361 and 362 above no change madenecessary due to any default of the supplier in the performance of itsobligations under the contract shall be deemed to be a change and suchchange shall not result in any adjustment of the contract price or thetime for delivery
364 if either party proposes a change pursuant to articles 36 1 and362 above the supplier shall prepare and furnish to the buyer as soon asreasonably practicable a written statement setting out full details of anysuch change the reasons therefor if proposed by the supplier the worksandor work required or no longer required an estimate of the increase ordecrease in the contract price any requisite adjustment to the time fordelivery and any proposed modifications to the contract andor any effectsuch change would have on the works andor on any other provisions of thecontract if the contemplated change is effected as the case may be
365 if in the case of a change proposed by either the buyer or thesupplier the buyer and the supplier reach agreement on all mattersidentified in the written statement furnished by the supplier pursuant toarticle 364 above within a reasonable time thereafter then the buyershall issue a change order giving effect thereto （hereinafter calledchange order) such change order shall contain full particulars of thechange any adjustment of the contract price andor the time for deliveryand all other modifications to the contract and shall be signed by thebuyer and the supplier such change shall thereupon be deemed to form partof the works
366 the supplier may object to any change requested by the buyerwhere the aggregate effect of compliance therewith and with all otherchange orders which have already become binding upon the supplier underthis article 36 would be to increase or decrease the contract price asoriginally set forth in article 12
（contract price and technical servicefee）hereof by more than fifteen per cent provided however that theaddition to the contract price of the price for any nominatedsubcontractor under article 202 （nominated subcontractor（s)）hereofshall not be counted for this purpose the supplier may give a notice ofobjection thereto prior to furnishing the written statement pursuant toarticle 364 above if the buyer accepts the supplier＇s objection thebuyer shall withdraw the proposed change and notify the supplier inwriting thereof
the supplier＇s failure so to object shall neither affect its right toobject to any subsequent requested changes or change orders hereunder noraffect its right to take into account when making such subsequentobjection the percentage increase or decrease in the contract price whichany change not objected to by the supplier represents
367 if the supplier fails to furnish the statement referred to inarticle 364 above within a reasonable period or if the buyer afternegotiation with the supplier does not agree within a reasonable periodto the amount of the increase or decrease in the contract price theadjustment of the time for delivery andor any other modification to thecontract proposed by the supplier or to the supplier＇s entitlement toobject to the change under article 366 above the buyer shall have theright to decide whether or not to effect such change irrespective ofwhether such change has been proposed under article 361 or article 362above the buyer may issue a written instruction to the supplier to carryout the change pending agreement on such matters with the supplier
if an agreement is not reached between the buyer and the supplierwithin sixty （60）days after the buyer＇s instruction to carry out thechange concerning the increase or decrease in the contract price and allof the other matters described above either party may refer the disputeto an expert pursuant to article 72 （reference to expert）hereof
368 if the buyer requests a change and subsequently decides not toorder such change the supplier shall be entitled to reimbursement of allcosts incurred by it for the work involved in preparing the statementreferred to in article 364 above provided that the supplier has given aprior notice to the buyer of the approximate costs it will incur and itsintention to claim reimbursement thereof
and the buyer has agreed thatthe supplier should proceed with the preparation of the statement on thisbasis
article 37 extension of time for delivery
371 the time for delivery shall be extended if the supplier shall bedelayed or impeded in the performance of any of its obligations under thecontract by reason of any of the following
（a）any change in the works as provided in article 36 （change inworks）hereof or
（b）any occurrence of force majeure as provided in article 35 （force majeure）hereof or
（c）any suspension order given by the buyer under article 38（suspension）hereof or reduction in the rate of progress pursuant toarticle 382 hereof
（d）any default or breach of the contract by the buyer or anyactivity act or omission of any other contractors employed by the buyeror
（e）any other matter specifically mentioned in the contract
by such period as shall be fair and reasonable in all thecircumstances and as shall fairly reflect the delay or impedimentsustained by the supplier
372 except where otherwise specifically provided elsewhere in thecontract the supplier shall submit to the buyer a notice of a claim foran extension of the time for delivery together with particulars of theevent or circumstance justifying such extension as soon as reasonablypracticable after the commencement of such event or circumstance as soonas reasonably practicable after receipt of such notice and supportingparticulars of the claim the buyer and the supplier shall agree upon theperiod of such extension failing which either party may refer the disputeto an expert pursuant to article 72 （reference to expert）hereof
373 the supplier shall at all times use its reasonable efforts tominimize any delay in the performance of its obligations under thecontract
article 38 suspension
381 the buyer may by notice to the supplier order the supplier tosuspend performance of all or any of its obligations under the contractsuch notice shall specify the obligation of which performance is to besuspended the effective date of the suspension and the reasons thereforthe supplier shall thereupon suspend performance of such obligation（except those obligations which are necessary for the care or preservationof the works）until ordered in writing to resume such performance by thebuyer
if by virtue of a suspension order given by the buyer otherwise thanby reason of the supplier＇s default or breach of the contract thesupplier＇s performance of any of its obligations is suspended for anaggregate period of more than ninety （90）days then at any timethereafter and provided that at that time such performance is stillsuspended the supplier may give a notice to the buyer requiring that thebuyer shall within twentyeight （28）days of receipt of the noticeeither order the resumption of such performance or request andsubsequently order a change in accordance with article 36 （change inworks）hereof excluding the performance of the suspended obligations fromthe contract if the buyer fails so to do within such period the suppliermay by a further notice to the buyer elect to treat the suspensionwhere it affects a part only of the works as a deletion of such part inaccordance with article 36 （change in works）hereof or where it affectsthe whole of the works as termination of the contract under article 391（termination for buyer＇s convenience）hereof
382 if
（a）the buyer has failed to pay the supplier any sum due under thecontract within the specified period or has failed to approve any invoiceor supporting documents without due cause or amend the letter of creditand the letter of guarantee delivered to the supplier pursuant to article13 （terms of payment）hereof or commits a substantial breach of thecontract the supplier may give a notice to the buyer requiring payment ofsuch sum
with interest thereon as stipulated in article 134 hereof orrequiring approval of such invoice or supporting documents or theamendment of such letter of credit and such letter of guarantee orspecifying the breach and requiring the buyer to remedy the same as thecase may be if the buyer fails to pay such sum together with suchinterest or fails to approve such invoice or supporting documents or giveits reasons for withholding such approval or amend such letter of creditand such letter of guarantee or fails to remedy the breach or take stepsto remedy the breach within fourteen （14）days after receipt of thesupplier＇s notice or
（b）the supplier is unable to carry out any of its obligations underthe contract for any reason attributable to the buyer including but notlimited to the buyer＇s failure to provide access to the contract plant orother areas or failure to obtain any governmental permit necessary for theexecution andor completion of the works
then the supplier may by notice to the buyer suspend performance ofall or any of its obligations under the contract or reduce the rate ofprogress
383 if the supplier＇s performance of its obligations is suspended orthe rate of progress reduced pursuant to this article 38 then the timefor delivery shall be extended in accordance with article 37 （extension oftime for delivery）hereof and any and all additional costs or expensesincurred by the supplier as a result of such suspension or reduction shallbe paid by the buyer to the supplier in addition to the contract priceexcept in the case of suspension order or reduction in the rate ofprogress by reason of the supplier＇s default or breach of the contract
384 if the supplier＇s performance of its obligations is suspendedpursuant to this article 38 for a period longer than ten （10）weeks thesupplier may repatriate the supplier＇s engineer and its subcontractors＇personnel at the buyer＇s cost with the prior written consent of the buyer
article 39 termination
391 termination for buyer＇s convenience
3911 the buyer may at any time terminate the contract for any reasonby giving the supplier a notice of termination which refers to thisarticle 391
3912 upon receipt of the notice of termination under article 3911above the supplier shall either immediately or upon the date specified inthe notice of termination
（a）cease all further works except for such work as the buyer mayspecify in the notice of termination for the sole purpose of protectingthat part of the works already executed and
（b）terminate all subcontracts except those to be assigned to thebuyer pursuant to paragraph （d）（ii）below and
（c）repatriate the supplier＇s engineer and its sub contractors＇personnel from the contract plant and
（d）ubject to the payment specified in article 3913 below
（i）deliver to the buyer the parts of the works executed by thesupplier up to the date of termination and（ii）to the extent legally possible assign to the buyer all righttitle and benefit of the supplier to the works and in the equipment as atthe date of termination and as may be required by the buyer in anysubcontracts concluded between the supplier and its subcontractors and（iii）deliver to the buyer all drawings specifications and otherdocuments prepared by the supplier or its subcontractors as at the dateof termination in connection with the works
3913 in the event of termination of the contract under article 3911 above the buyer shall pay to the supplier the following amounts
（a）the contract price properly attributable to the parts of the worksexecuted by the supplier as at the date of termination and
（b）the costs reasonably incurred by the supplier in the repatriationof the supplier＇s and its subcontractors＇ engineer and
（c）any amounts to be paid by the supplier to its sub contractors inconnection with the termination of any sub contracts including anycancellation charges and
（d）the costs incurred by the supplier in protecting the works and
（e）the reasonable amount of profit for the parts of the works notexecuted by the supplier as at the date of termination and
（f）the cost of satisfying all other obligations commitments andclaims which the supplier may in good faith have undertaken with thirdparties in connection with the contract and which are not covered byparagraphs （a）through （d）above
392 termination for supplier＇s default
3921 the buyer without prejudice to any other rights or remedies itmay possess may terminate the contract forthwith in the followingcircumstances by giving a notice of termination to the supplier referringto this article 392 and its reasons for termination
（a）if the supplier becomes bankrupt or insolvent or has a receivingorder issued against it or compounds with its creditors or being acorporation a resolution is passed or order is made for its winding up（other than a voluntary liquidation for the purposes of amalgamation orreconstruction）or a receiver is appointed over any part of itsundertaking or assets or if the supplier takes or suffers any otheranalogous action in consequence of debt or
（b）if the supplier shall assign or transfer the contract or any rightor interest therein in violation of the provision of article 40（assignment）hereof
3922 if the supplier
（a）has abandoned or repudiated the contract or
（b）has without valid reason failed to commence the works promptly orhas suspended （other than pursuant to article 382 hereof）the progress ofthe works for more than twentyeight （28）days after receiving a writteninstruction from the buyer to proceed or
（c）hall persistently fail to execute the works in accordance withthe contract or persistently neglect to carry out its obligations underthe contract without due cause or
（d）hall refuse or be unable to provide sufficient materialsservices or labor to execute and complete the works in the mannerspecified in the program furnished under article 14 （work program）hereofat rates of progress that give reasonable assurance to the buyer that thesupplier can deliver the equipment by the time for delivery as extended
then the buyer may without prejudice to any other rights it maypossess under the contract give a notice to the supplier stating thenature of the default and requiring the supplier to remedy the same ifthe supplier fails to remedy or to take steps to remedy the same withinfourteen （14）days of its receipt of such notice then the buyer mayterminate the contract forthwith by giving a notice of termination to thesupplier which refers to this article 392
3923 upon receipt of the notice of termination under article 3921or article 3922 above the supplier shall either immediately or uponsuch date as is specified in the notice of termination
（a）cease all further works except for such work as the buyer mayspecify in the notice of termination for the sole purpose of protectingthat part of the works already executed and
（b）terminate all subcontracts except those to be assigned to thebuyer pursuant to paragraph （d）below and
（c）deliver to the buyer the parts of the works executed by thesupplier up to the date of termination and
（d）to the extent legally possible assign to the buyer all righttitle and benefit of the supplier to the works and in the equipment as atthe date of termination and as may be required by the buyer in anysubcontracts concluded between the supplier and its subcontractors and
（e）deliver to the buyer all drawings specifications and otherdocuments prepared by the supplier or its subcontractors as at the dateof termination in connection with the works
3924 the buyer may expel the supplier from the contract plant andthe buyer may complete the works itself or by employing any third party
3925 subject to article 3926 below the supplier shall be entitledto be paid the contract price attributable to the works executed as at thedate of termination and the costs if any incurred in protecting theworks any sums due to the buyer from the supplier accruing prior to thedate of termination shall be deducted from the amount to be paid to thesupplier under this contract
3926 if the buyer completes the works the cost of completing theworks by the buyer shall be determined
if the sum which the supplier is entitled to be paid pursuant toarticle 3925 above plus the reasonable costs incurred by the buyer incompleting the works exceeds the contract price the supplier shall beliable for such excess
if such excess is greater than the sums due to the supplier underarticle 3925 above the supplier shall pay the balance to the buyer andif such excess is less than the sums due to the supplier under the saidarticle 3925 the buyer shall pay the balance to the supplier the buyerand the supplier shall agree in writing the computation described aboveand the manner in which any sums shall be paid
393 termination by supplier
3931 if
（a）the buyer has failed to pay the supplier any sum due under thecontract within the specified period or has failed to approve any invoiceor supporting documents without due cause or amend the letter of creditand the letter of guarantee delivered to the supplier pursuant to article13 （terms of payment）hereof or commits a substantial breach of thecontract the supplier may give a notice to the buyer requiring payment ofsuch sum with interest thereon as stipulated in article 134 hereof orrequiring approval of such invoice or supporting documents or theamendment of such letter of credit and such letter of guarantee orspecifying the breach and requiring the buyer to remedy the same as thecase may be if the buyer fails to pay such sum together with suchinterest or fails to approve such invoice or supporting documents or giveits reasons for withholding such approval or amend such letter of creditand such letter of guarantee or fails to remedy the breach or take stepsto remedy the breach within fourteen （14）days after receipt of thesupplier＇s notice or
（b）the supplier is unable to carry out any of its obligations underthe contract for any reason attributable to the buyer including but notlimited to the buyer＇s failure to obtain any governmental permit necessaryfor the execution andor completion of the worksthen the supplier may give a notice to the buyer thereof and if thebuyer has failed to pay the outstanding sum or to approve the invoice orsupporting documents or amend the letter of credit and the letter ofguarantee or to give its reasons for withholding such approval or toremedy the breach within twentyeight （28）days of such notice or if thesupplier is still unable to carry out any of its obligations under thecontract for any reason attributable to the buyer within twentyeight （28)days of the said notice the supplier may by a further notice to the buyerwhich refers to this article 3931 forthwith terminate the contract
3932 the supplier may terminate the contract forthwith by giving anotice to the buyer to that effect and which refers to this article 3932if the buyer becomes bankrupt or insolvent or has a receiving orderissued against it or compounds with its creditors or being acorporation a resolution is passed or order is made for its winding up（other than a voluntary liquidation for the purposes of amalgamation orreconstruction) or a receiver is appointed over any part of itsundertaking or assets or if the buyer takes or suffers any other analogousaction in consequence of debt
3933 if the contract is terminated under article 3931 or article
3932 above then the supplier shall immediately
（a）cease all further works except for such work as may be necessaryfor the purpose of protecting that part of the works already executed and
（b）terminate all subcontracts except those to be assigned to thebuyer pursuant to paragraph （d）（ii）below and
（c）repatriate the supplier＇s engineer and its subcontractors＇personnel from the contract plant and
（d）ubject to the payment specified in article 3934 below（i）deliver to the buyer the parts of the works executed by thesupplier up to the date of termination andii）to the extent legally possible assign to the buyer all righttitle and benefit of the supplier to the works and in the equipment as atthe date of termination and as may be required by the buyer in anysubcontracts concluded between the supplier and its subcontractors and（iii）deliver to the buyer all drawings specifications and otherdocuments prepared by the supplier or its subcontractors as at the dateof termination in connection with the works
3934 if the contract is terminated under article 3931 or article3932 above the buyer shall pay to the supplier all payments specifiedin article 3933 above and reasonable compensation for all loss or damagesustained by the supplier arising out of in connection with or inconsequence of such termination
3935 termination by the supplier pursuant to this article 39 3 iswithout prejudice to any other rights or remedies of the supplier whichmay be exercised in lieu of or in addition to the rights conferred by thisarticle 393
394 in this article 39 the expression works executed shall includeall work executed services provided and all equipment acquired （orsubject to a legally binding obligation to purchase）by the supplier andused or intended to be used for the purpose of the works up to andincluding the date of termination
395 in this article 39 in calculating any monies due from the buyerto the supplier due account shall be taken of any sum previously paid bythe buyer to the supplier under the contract including any advance paymentpaid pursuant to appendix 2 （payment terms）hereto
396 if the contract is terminated by either party thennotwithstanding anything to the contrary provided in this article 39 therights and obligations of the buyer and the supplier in respect of theprocess licence granted under article 161 hereof shall be subject to theconditions specified in appendix 6 （licence conditions）hereto
article 40 assignment
neither the buyer nor the supplier shall without the express priorwritten consent of the other （which consent shall not be unreasonablywithheld）assign to any third party the contract or any part thereof orany right benefit obligation or interest therein or thereunder exceptthat the supplier shall be entitled to assign either absolutely or by wayof charge any monies due and payable to it or which may become due andpayable to it under the contract
the buyer(signature)_________ the supplier(signature)_________
date_________ date_________
appendix 1 breakdown of contract price
appendix 2 terms of payment
appendix 21 cash payment with retention
appendix 22 deferred payment
appendix 3 form of letter of creditguarantee
appendix 31 letter of credit
appendix 32 letter of guarantee (cash payment with retention)
appendix 33 letter of guarantee (deferred payment)
appendix 4 form of bonds
appendix 41 advance payment bond
appendix 42 performance bond
appendix 43 retention bond
1 general
this appendix sets out
（1）the preconditions to the validity of the process performanceguarantees referred to in article 28 （process performance guarantees） ofthe agreement
（2）the guaranteed items and valueslevels subject to the process performance guarantees
（3）the procedure of the execution of the performance test （includingany repeated run thereof）
（4）the minimum levels of the process performance guarantees and
（5）the formula for calculation of liquidated damages for failure to attain the process performance guarantees
2 preconditions
the supplier gives the process performance guarantees （specifiedherein）for the_________ unit and the _________ unit subject to the followingpreconditions being fully satisfied in addition to full satisfaction ofthe conditions specified in article 282 of the agreement
（1）each such unit is fed and operated with the requisite volumes ofraw materials lubricants chemicals catalysts consumable materials andutilities having the characteristics specified in appendix 72 （technicalspecifications）to the agreement
（2）the performance test （including any repeated run thereof）is to becarried out by the buyer under the technical services given by thesupplier＇s engineer to demonstrate the process performance guarantees andthe results of the performance test （including any repeated run thereof）are measured and evaluated in the manner specified in paragraph 4 below
（3）the buyer shall furnish a sufficient number of qualified operatingand maintenance personnel as specified in appendix 71 （scope of works andsupply）to the agreement to permit a successful performance test to becompleted and
（4）the _________ unit and _________ unit are operated at the full design capacity
3 guaranteed items and valueslevels
subject to compliance with the foregoing preconditions the supplier guarantees as follows
（1）_________ unit
（2）_________ unit
4 performance test procedure
41 general
after the initial operation of the contract plant the performancetest shall be carried out to demonstrate the supplier＇ s processperformance guarantees specified in paragraph 3 above subject to theconditions set forth below and in other parts of this appendix 7
（processperformance guarantees）
（1）detailed test proceduresbefore the start of the commissioning the supplier shall propose tothe buyer detailed performance test procedures which will specify amongothers （i）the operating data to be recorded for each unit and the mannerin which the operating data shall be taken and used in evaluating theperformance of the contract plant （ii）the specific method of measuringindividual liquid gas and solid streams （iii）the test sampling methodand analytical procedures and （iv）the evaluation method of all the datacollected during the performance test including all correction of errorand tolerance of measurements and analysis the buyer and the suppliershall agree upon these detailed performance test procedures prior toconducting the performance test
（2）performance test schedulethe performance test schedule shall be determined with due regard tothe actual progress of the works and condition of the contract plant
42 conditions for commencement of performance test
the performance test will be commenced when the following conditions
are satisfied from the viewpoint of the process design requirements
（1）contract plant operation the contract plant shall be operated at the normal operatingconditions shown on the applicable flow diagrams and in the operatingmanual minor variations from the conditions indicated on the flowdiagrams and in the operating manual can be made at the discretion of thesupplier to obtain optimum process performance
（2）instrumentsa check of the contract plant instruments and analytical apparatusshows that they function properly
（3）supply of raw materials and utilities by buyerthe contract plant is supplied with adequate and uninterruptedsupplies of raw materials and utilities by the buyer as required at thebattery limit
conditions specified in appendix 72 （technicalspecifications）to the agreement to permit a successful performance testto be completed
（4）supply of _________the contract plant is supplied by the buyer with adequate and timelysupplies of _________ andor other consumables pursuant to appendix 72（technical specifications） to the agreement to permit a successfulperformance test to be completed
（5）design basisthe buyer shall reconfirm the validity and accuracy of the designbasis （specified in appendix 72 （technical specifications） to theagreement）on which the supplier＇s process performance guarantees arebased
（6）minor deviationsin the event of minor deviations from the design basis the buyershall adjust with the prior approval of the supplier the operatingconditions of the contract plant within a range of sound operatingpractice to take care of such deviations
（7）other deviationsif the deviation is of such nature that cannot be recovered byadjustment of the operating conditions the supplier is relieved of theprocess performance guarantees specified herein to the extent that theyare affected by such deviations in the event of such deviation thesupplier shall provide new guarantees these new guarantees shall beconsistent with the new specifications and conditions and satisfactory asa basis for demonstrating the performance of the contract plant
（8）other conditionsany other conditions necessary for the commencement of the performance test as agreed between the buyer and the supplier have been satisfied
43 performance test
（1）notice of readiness to carry out performance testwhen the supplier considers that the contract plant is ready for theperformance test and that all of the conditions stated in paragraph 42above have been fulfilled then he shall give the buyer a notice ofreadiness to carry out the performance testwithin _________ hours of the receipt of such notice the buyer shall（a）acknowledge that the contract plant is ready for the performancetest to be conducted
or（b）submit to the supplier a written statement setting forth in whichrespects the contract plant is not ready for such performance testif the buyer considers that contract plant is not ready then he shallspecify in writing the conditions preventing the start of the performancetest the party who is responsible for such conditions shall rectify thedefaultthe performance test shall be commenced as soon as the aboveconditions are corrected
（2）performance test runthe performance test shall extend continuously over a （_________） hour period
（3）two or more unitswhere the contract plant includes two or more individual process unitsfor which separate process performance guarantees are to be demonstratedthe performance test may be carried out individually on each of the unitsor simultaneously with any other unit or units
（4）buyer＇s personnelthe performance test shall be carried out by the buyer＇s operatingpersonnel according to the instructions set forth in the supplieroperating manual and under the technical services of the supplier＇sengineer
（5）interruption of performance test due to supplierif the performance test run is interrupted because of failure of thesupplier the performance test shall be repeated the results obtainedduring such an interrupted operation shall not be used for evaluation ofthe performance test
（6）interruption of performance test due to buyerif the performance test is interrupted because of failure of the buyerto comply with any of the conditions set forth in this appendix 5 （processperformance guarantees）and any other parts of the agreement or because ofimproper maintenance or operation on the part of the buyer theperformance test shall be repeated but if it had been running for morethan _________ hours then the duration of the performance test before theinterruption may be credited to the performance test period and theresumed performance test will be continued for the remainder of theperformance test period
（7）conditions for resumptionthe conditions which have caused the interruption shall be correctedby the party who was responsible for the interruption upon restoration ofthe steady and satisfactory performance test operating conditions theperformance test shall be resumed
（8）operating dataoperating and analytical data recorded during the performance testshall be taken down by the buyer and made available to the supplier forevaluation
（9）sampling and analysisduring the performance test samples necessary for evaluation of theperformance of the contract plant shall be taken as often as the supplierand the buyer mutually agreethe samples shall include all streams which may be necessary to checkthe data from which the degree of compliance with the process performanceguarantees can be determinedthe location and methods of sampling the streams shall be inaccordance with those as agreed between the parties hereto under paragraph41 （1）above
（10）testingtesting of all samples shall be carried out by the buyer＇s laboratoryor an independent industrial laboratory acceptable to the parties heretoaccording to the analytical procedure as agreed between the parties heretounder paragraph 41 （1）above the supplier＇s and the buyer＇s personnelmay have free access to the laboratory when the samples are tested and maycheck the test results
44 evaluation and report of performance test
（1）evaluation of performance test dataevaluation of the performance test data including the operating andlaboratory data accumulated during or as a part of the performance testshall be done by the supplier within _________ days after the completion ofthe performance test
（2）abnormal test dataany abnormal test data which is not compatible with other significantdata shall be ignored or the test data in question may be taken again ifpractical from the contract plant operating conditions
（3）tolerancesthe performance of the contract plant shall be evaluated on the basisof the average performance over the entire period of the performance testand after adjustment with due regard to tolerances in instrument readings
（4）report of test resultsthe supplier shall submit to the buyer a report on the performancetest in writing indicating whether the process performance guaranteeshave been metthe report shall include
（a）test results
（b）analysis
（c）the supplier＇s evaluation and
（d）reference information supporting the evaluation
（5）reasons for failureif the performance test results shown that the performance test wasunsuccessful the supplier shall state probable reasons for such failure
（6）buyer＇s response to reportwithin _________ days after receipt of the performance test report thebuyer shall signify in writing agreement or comments
（7）supplier＇s action in the case of performance test failureif the evaluation of performance test results shown that the failureof the performance test is the supplier＇s fault then the supplier shalladvise the buyer of his intention as to whether he wishes to pay theliquidated damages or take corrective measures and repeat the performancetest in accordance with article 284 of the agreement
45 additional performance test
（1）if due to the supplier＇s default any part of the processperformance guarantees is not met and the supplier takes correctiveactions to enable the contract plant to satisfy the process performanceguarantees concerned
an additional performance test shall be conductedpursuant to article 28 （process performance guarantees）of the agreement
（2）modifications of contract plantbefore repetition of any performance test the supplier shall take thefollowing actions
（a）to investigate the cause for nonfulfillment of the processperformance guarantees and
（b）to offer the buyer to change the operating conditions of thecontract plant andor
（c）to make such changes modifications or additions to theengineering or equipment of the contract plant as considered necessary tomeet the process performance guarantees
（3）buyer＇s permissionthe buyer shall allow the supplier necessary time to carry out anyactions deemed necessary by the supplier and the buyer shall make thecontract plant available for that purpose and operate the contract plantin such conditions as requested by the supplier
（4）additional testafter the remedial actions stated above are completed the performancetest shall be repeated in the modified part of the contract plant andshall be carried out under the same conditions as provided for the firstperformance testthe performance test shall be repeated as often as the supplier deemsnecessary from the date when the buyer and the supplier shall confirm thatthe contract plant is ready for the performance test pursuant to article2516 of the agreement
5 failure in guarantees and liquidated damages
51 failure to attain guaranteed valueslevels
（1）for _________ unitif the actual production capacity of _________ obtained in theperformance test （or any repeated run thereof）is less than the guaranteedvalue of production capacity of _________ specified in paragraph 31 （a）above but is not less than the minimum level specified in paragraph 52
（a）below andor if the actual average quality of _________ produced duringthe performance test fail to meet the guaranteed levels of quality of_________ specified in paragraph 31 （b）above but meet the minimum levelsspecified in paragraph 52 （b）below and in eacheither case the supplierelects to pay liquidated damages to the buyer in lieu of making changesmodifications andor additions to the _________ unit pursuant toarticle 284 of the agreement then the supplier shall pay liquidateddamages as follows
（a）production capacityat the rate of _________ for every complete one per cent （1） of thedeficiency in the production capacity of the _________ unit
（b）quality of _________ （sketch）
（2）for _________ unitif the actual production capacity of _________ obtained in theperformance test （or any repeated run thereof）is less than the guaranteedvalue of production capacity of _________ specified in paragraph 32 （a）above but is not less than the minimum level specified in paragraph 52（a）below andor if the actual average quality of _________ producedduring the performance test fail to meet the guaranteed levels of qualityof _________ specified in paragraph 32 （b）above but meet the minimumlevels specified in paragraph 52 （b）below and in eacheither case thesupplier elects to pay liquidated damages to the buyer in lieu of makingchanges modifications andor additions to the _________ unit pursuantto article 284 of the agreement then the supplier shall pay liquidateddamages as follows
（a）production capacityat the rate of _________ for every complete one per cent （1） of thedeficiency in the production capacity of the _________ unit
（b）quality of _________ （sketch）
52 minimum levels
notwithstanding the provisions of this paragraph if as a result ofthe performance test （or any repeated run thereof）the following minimumlevels of process performance guarantees are not attained by the supplierthe supplier shall at its own cost make good any deficiencies until the_________ unit andor the _________ unit reach any of such minimum performancelevels pursuant to article 283 of the agreement
（a）the minimum levels of the production capacity of the _________ unitandor the _________ unit attained in the performance test_________ per cent of the guaranteed production capacity for eacheitherunit
（b）the minimum levels of the product quality of the _________ and ofthe _________ are as follows （sketch）
53 limitation of liability
subject to paragraph 52 above the supplier＇s aggregate liability topay liquidated damages for failure to attain the process performanceguarantees shall not exceed _________ per cent of the contract price
general
the process licence（s）granted by the supplier pursuant to article 16（licenceuse of technical information）of the agreement are as follows
licence conditions for process a （for process owned by third party)
1 definitions
process a means a process developed by （inventor＇s name） for （theproduction of products）by （process)
process a unit means a unit employing process a which is to beinstalled in （name of contract plant）at （factory）in （city)（statecounty) （country) having the design capacity of （capacity)
patent rights means patents [in any country for inventions relatingto process a][in country （ies)] for which the supplier is entitled togrant licences and applications for such patents if and to the extentthat the patent application was filed before the cut off date
process information means the design drawings specificationsmanuals instructions data and other technical information provided bythe supplier to the buyer in connection with the process design a unit
cutoff date means the first day following the lapse of _________years from the signing date of the agreement
process licensor means _________ who has authorized thesupplier to grant licences to the buyer pursuant to article 16（licenceuse of technical information）of the agreement and this appendix6
other words and expressions shall have the meanings ascribed to themin article 1 （definitions）of the agreement
2 licensing conditions
the supplier shall save as hereinafter provided grant to the buyer anonexclusive nontransferable right and licence without the right tosublicense under the patent rights and the process information
（1）to use process a in the process a unit and
（2）to use and sell the products produced by the process a unit [incountry （ies)][in any country of the world except the country orcountries set out below]
3 paid up licence and additional licence fees
the paid up licence fees payable pursuant to article 12 （contractprice and technical service fee）of the agreement and the appendices tothe agreement apply to the process a unit operating at its stated designcapacity if the design capacity is in any way increased or if the processa unit is in any way operated in excess of its design capacity then thebuyer shall pay to the supplier additional licence fees calculated inaccordance with the following formula（calculation formula)
4 improvements and grantback
41 subject to paragraph 3 above and where duly authorized by theprocess licensor the supplier shall
（1）from time to time and to the extent that the supplier is entitledto disclose the same provide the buyer with technical informationrelating to improvements in process a whether or not patentable madeavailable to the supplier by the process licensor to the extent that suchinformation is useful for the operation of the process a unit and
（2）grant to the buyer a licence mentioned in （1）above in the sameterms as contained in paragraph 2 above
such licence shall where permitted by the process licensor be madeavailable without additional payment unless and to the extent thatparagraph 3 above applies the supplier＇s obligation under this paragraphshall terminate on the cutoff date
42 the buyer shall
（1）from time to time provide the supplier with technical informationrelating to any inventions improvements andor developments made by thebuyer in connection with the design operation or maintenance of theprocess a unit
（2）grant to the supplier the royaltyfree nonexclusive （nontransferable）right and licence to use the technical information disclosedunder paragraph 42 （1）in process a and to practice any patents grantedin respect of any such information in process a and to use and sell theproducts produced by process a the said rights and licences shall beextended to the process licensor and the licensees of the process licensorand of the supplier for use in process a the buyer＇s obligations underthis paragraph shall terminate on the cutoff date
5 patent indemnity
notwithstanding article 29 （patent indemnity）and subject to article30 （limitation of liability）of the agreement the supplier＇s liability forindemnification pursuant to article 29 （patent indemnity）of the agreementarising in connection with the licence hereby granted shall be limited to_________ per cent of the paid up licence fee specified in the appendix 1（breakdown of contract price）to the agreement the supplier＇s liabilityfor indemnification under this paragraph shall terminate on the cutoffdate
the buyer shall be responsible for and pay any damages claims ordemands （including legal and other professional fees and expenses） inexcess of the limit specified above
6 special conditions for termination
61 if the contract is terminated by either party then unless theparties agree otherwise the rights and obligations of the buyer and thesupplier in respect of licences for process a granted pursuant to thisappendix 6 shall be terminated except those provided in paragraph 62below
62 notwithstanding the provision of paragraph 61 above in the eventthat the contract is terminated by the buyer due to the supplier＇sdefault the buyer shall have the right to request the supplier tocontinue to grant the licences hereunder and to supply the processinformation in such event the supplier shall do or have the
processlicensor so grant licences and supply the process information either i）byan assignment or novation of the agreement（s）for licences and the processinformation between the process licensor and the supplier ii） byarranging an agreement for the licences and the process information to beconcluded directly between the process licensor and the buyer or iii） byan agreement to be concluded between the buyer and the supplier separatelyfrom the contract
63 on the occasion of the termination of the contract except incases where the licences will be continued to be granted in accordancewith paragraphs 61 and 62 above
（1）all rights and licences granted hereunder shall terminate
（2）all the process information provided by the supplier to the buyerand all copies thereof shall be returned to the supplier forthwith
（3）the basic design fee shall be payable on a pro rata for the basicdesign work performed up to the date of termination of the contract suchcalculation being based on a fee of _________ for completion of the basicdesign work for the process a unit
（4）if the basic design for the process a unit （whether preliminary orfinal）has been submitted to the buyer prior to the date of termination ofthe contract the supplier shall be entitled to receive _________ per centof the paid up licence fee from the buyer the buyer shall pay the unpaidbalance or as the case may be the supplier shall refund the excess paidby the buyer within 60 days of the date of termination of the contract
（5）if no basic design for the process a unit has been submitted tothe buyer prior to the date of termination of the contract the suppliershall refund to the buyer any paid up licence fee paid by the buyer to thesupplier as at the date of termination of the contract and
（6）the buyer＇s obligation under paragraph 8 below shall survive anytermination of the contract
64 if in the twelve months following the date of termination of thecontract the buyer concludes a licence agreement either with the supplieror the process licensor in respect of any process （es） hereby licensedany sum paid by the buyer as paid up licence fee under paragraph 63 （4)above shall be credited to any licence fees due under such agreement
7 trade mark licence conditions
8 secrecy obligation conditions
appendix 71 scope of works and supply
1 scope of works and supply （sketch)
item_________
contents_________
supplier＇s scope_________
buyer＇s scopep_________
remarks_________
2 list of equipment
the equipment to be provided by the supplier in accordance witharticle 81 （scope of works）of the agreement shall be as follows
3 list of technical documents
the technical documents to be provided by the supplier in accordancewith article 84 of the agreement shall be as follows
4 training of buyer＇s engineers
the training of the buyer＇s engineers referred to in article 86 ofthe agreement shall be conducted in accordance with the followingconditions
training of buyer＇s engineers
1 the supplier agrees to receive the buyer＇s engineers includinginterpreters for technical training within a period of _________ man daysincluding round trip traveling days at the factories in _________（country）selected by the supplier
2 the supplier shall appoint its skilled and qualified engineer （s)to instruct the buyer＇s engineers and to explain all the technicalproblems relating to the equipment
3 the supplier shall arrange for the buyer＇s engineers to be trainedat different sections in the above factories to enable them to understandthe technology and operation of the contract plant and inspection repairand maintenance of the equipment
4 the supplier shall provide for the buyer＇s engineers free ofcharge test instruments tools technical documentation drawingsreference data working clothes safety wear and other necessities as wellas suitable offices during their training period provided that the buyershall return them to the supplier when the training has finished
5 the supplier shall submit the preliminary training program to thebuyer three months before the beginning of the training to enable thebuyer to begin to study one month before the start of the training thebuyer shall notify the supplier of the personal data of the buyer＇sengineers including name sex date of birth nationality specialtyqualifications working place and mastery of foreign language the finaltraining program shall be fixed by both parties through consultations asprovided in the contract and the actual requirements of the buyer＇sengineers after their arrival in _________ （country)
6 before the training starts the supplier shall explain in detail to the buyer＇s engineers the operating regulations and other precautions for work
7 the buyer＇s engineers shall observe the laws and regulations of the_________ （country）and rules and stipulations at the factories during theirstay in the _________ （country)
8 the supplier shall provide the buyer＇s engineers withaccommodation meals and transport facilities at the buyer＇s expense
in case of illness or accident of the buyer＇s engineers during theirstay in _________ （country) the supplier shall take necessary measures totake care of the buyer＇s personnel in the best possible way the costshall be borne by the buyer
9 the supplier shall assist the buyer＇s engineers with all theformalities necessary to obtain visas for entry and exit as well as duringtheir stay in _________ （country)
10 the supplier shall not charge a training fee to the buyer inaddition to the contract price provided that all cost and expenses withrespect to the buyer＇s engineers＇ traveling and stay in _________（country）shall be borne by the buyer
11 the supplier shall take necessary measures for the security of thebuyer＇s engineers during their stay in （country)
appendix 72 technical specifications
appendix 73 technical documents for approval by the buyer
appendix 74 time schedule
appendix 75 the supplier＇s engineer＇s technical services and working conditions
1 the supplier＇s engineer
in order to ensure the smooth construction of the contract plant bythe buyer the supplier shall be responsible for sending skilled healthyand competent engineers to the contract plant to carry out the technicalservices during field construction the precommissioning and thecommissioning period
the number of the supplier＇s engineer the duration of their stay inthe buyer＇s country and their specialist skills are as indicated in table1 attached to this appendix
the exact number of the supplier＇s engineer the duration of theirstay in the buyer＇s country and the date of arrival and departure from thecontract plant shall be decided by both parties through negotiation basedon how the field construction is progressing
if adjustment to the manmonths stipulated in the attached table needsto be made both parties will resolve such matters amicably
2 technical services by the supplier＇s engineer
21 the supplier＇s representative stated in article 182 （supplier＇srepresentative）of the agreement shall appoint one of the supplier＇sengineer to be its general representative at the contract plant inaccordance with article 24 1 3 of the agreement he shall performgeneral technical services as contemplated in the contract and fullycooperate and consult with the buyer＇s general representative on thecontract plant to solve any technical problems relating to the contractthe general representatives of both parties shall not have any right toalter or amend the contract unless duly authorized by both the buyer andthe supplier
22 the supplier＇s engineer shall provide advice and instructions tothe buyer in order that the equipment can be properly erected andinstalled by the buyer at the contract plant in accordance with therelevant technical documents
he shall also provide
（1）advice and instructions relating to erection installationmechanical testing the precommissioning and maintenance of the equipmentas required and
（2）advice and instructions relating to the commissioning and theperformance tests of the contract plant as required
and further may provide advice and instructions relating to erectioninstallation mechanical testing the precommissioning and maintenance ofthe equipment of the contract plant other than the equipment to the extentsuch advice and instructions are crucial to attain the performanceguarantees of the contract plant
23 the supplier＇s engineer shall explain in detail the technicaldocuments and equipment performance method of analysis and relevantprecautions taken with respect to the equipment and shall answer and solvetechnical queries raised by the buyer under the contract
24 the supplier＇s engineer shall give the buyer demonstrations on theoperation of the equipment in order to ensure the performance of theobligations of the supplier＇s engineer under the contract including butnot limited to the obligations set out in paragraphs 22 and 23 hereof
3 the technical service fee of the supplier＇s engineer and the method of payment
31 the buyer shall pay the supplier＇s engineer technical service fee as followsgeneral representative （sketch）the daily technical service fee shall be paid even if the supplier＇sengineer work in aggregate less hours than those specified in paragraph43 hereof for the duration of his stay at the contract plant because ofclimatic or other adverse conditions or because his working hours has tobe modified to conform with local conditions or regulations
32 the daily technical service fee of the supplier＇s engineers shallbe calculated from the date of departure by the supplier＇s engineer fromhis native country up to and including the date of return to such country
33 all sundays and official holidays of the buyer＇s country shall bepaid holidays for the supplier＇s engineer at the contract plant
34 if any of the supplier＇s engineer is absent from work without theconsent of the general representatives of both parties or is absent forpersonal reasons with the consent of the general representatives of bothparties the buyer shall not pay the technical service fee of suchengineer for the period of absence unless the reason for such absence issickness as evidenced by the medical doctor or as agreed by the generalrepresentatives of both parties where the supplier＇s engineer falls illas evidenced by the medical doctor or as agreed by the generalrepresentatives of both parties for a continuous period of more than 15days the buyer shall cease to pay the technical service fee from the dayexceeding such 15 day period until such engineer returns to work at thecontract plant
35 the technical service fee of the supplier＇s engineer shall be paideach month by telegraphic transfer to the supplier＇s account with itsdesignated bank within 30 days after the buyer has received 4 copies ofthe monthly invoices issued by the supplier together with copies of thetime sheets of the supplier＇s engineer signed and agreed by the generalrepresentatives of both parties in the case of discrepancies in invoices submitted by the supplier the buyer shall have the right to withhold theamount in dispute but shall pay the remaining amount due in time theamount in dispute shall be discussed by the general representatives ofboth parties in order to reach a settlement
4 working conditions and working system
41 two months before the supplier＇s engineer is due to leave for thecontract plant the supplier shall notify the buyer of the personal dataof the supplier＇s engineer including name sex date of birthnationality specialty qualifications working place and mastery offoreign language etc to enable the buyer to assist in arranging hisentry visas and necessary transportation from the border of the buyer＇scountry to the contract plant the supplier shall notify the buyer bycabletelexfax 7 days before his departure of his names exact date ofdeparture flight no exact arrival date amount and weight of luggageetc
42 a general working schedule and a monthly plan shall be decidedupon by the mutual agreement of the general representatives of bothparties after the arrival of the supplier＇s engineer at the contractplant the supplier＇s engineer shall carry out his work in accordance withthe agreed working schedule with the cooperation of the buyer
any revision of the working schedule shall be made with the agreementof the general representatives of both parties through consultation
43 the supplier＇s engineer shall work _________ hours per week （work_________ days per week and _________ hours per day)
the daily starting and closing time shall be in accordance with theregulations of the contract plant
if overtime work is needed the hours shall be agreed in advancebetween the general representatives of both parties unless such overtimework is mandatory as per paragraph 44 hereof or is agreed by the generalrepresentatives of both parties
the extra hours worked by the supplier＇s engineer over hours ona normal working day and the hours worked on sundays and on the officialholidays shall be regarded as overtime
44 the general representative of the buyer may require the supplier＇sengineer to work in shifts for _________ hours per week during the period ofthe commissioning and the performance tests of the contract plant
the work hours of the supplier＇s engineer on shifts within _________hours per week during the period of the commissioning and the performancetests of the contract plant shall not be regarded as overtime providedhowever that if the supplier＇s engineer works in excess of the aboveworking hours per week the extra hours shall be regarded as overtime
45 whenever the supplier＇s engineer＇s overtime work comes to _________hours the supplier＇s engineer shall be allowed to leave one day in lieu
if the supplier＇s engineer does not take the permitted leave or if theovertime work is less than _________ hours 1 hour of overtime shall berecorded as 15 hours on the time sheets and the buyer shall pay anovertime fee of _________ for every hour recorded as overtime the overtimefee shall be paid as per paragraph 35 hereof
46 the actual working hours holiday with salary and overtime hoursof the supplier＇s engineer shall be recorded daily in the time sheets induplicate and signed by the general representatives of both parties thetime sheet shall be the basis for the payment of the daily technicalservice fee and overtime fee of the supplier＇s engineer
47 the progress of the work the main work done every day anyproblems arising or any accidents together with solutions reached shall berecorded in 2 log books written in english and signed each day by thegeneral representatives of both parties 1 copy for each party
5 vacations for the supplier＇s engineer
51 the supplier＇s engineer who is scheduled to work continuously inthe buyer＇s country for more than 6 months is entitled to bring his wifeand two children younger than 15 years old to the buyer＇s country after 6months worked at the supplier＇s expense
52 the supplier＇s engineer who is accompanied by his family and whois scheduled to work continuously in the buyer＇s country for more than 12months shall be entitled to have a paid vacation of 15 days every 6 monthsof work
53 the supplier＇s engineer who is not accompanied by his family andis scheduled to work continuously in the buyer＇s country for more than 6months shall be entitled to have a paid vacation of 12 days every 4 monthsof work
54 all costs incurred on vacations for the supplier＇s engineerpursuant to this paragraph 5 excluding the daily technical service fee ofthe supplier＇s engineer under paragraph 31 hereof shall be borne by thesupplier
the actual dates taken as vacation shall be decided by the generalrepresentatives of both parties through consultation provided that thework at the contract plant is not affected the 15 days of vacation takenby the supplier＇s engineer shall start from the date when he leaves thebuyer＇s country and shall end on the date when he returns to the buyer＇scountry
the supplier agrees that all its obligations with regards to thecontract plant shall not be affected in any way during the vacation periodof the supplier＇s engineer
6 compliance with laws and regulations
the supplier＇s engineer and his family shall observe the laws andregulations of the buyer＇s country and the rules and stipulations of thecontract plant during their stay in the buyer＇s country
7 the buyer＇s responsibilities and obligations
71 the buyer shall make available for the supplier＇s engineerinterpreters at the contract plant necessary for the technical servicesthe interpreters shall be englishchinese and or _________chinese as thecase may be and as agreed between both parties all expenses shall beborne by the buyer
72 the buyer shall assist the supplier＇s engineer and his family toarrange visits to organize their arrival and departure and to sort outany formalities during their stay in the buyer＇s country all expensesshall be borne by the supplier
73 the buyer shall take necessary measures to ensure the security ofthe supplier＇s engineer and his family during their stay in the buyer＇scountry
74 the buyer shall make available to the supplier＇s engineer free ofcharge necessary office facilities including but not limited to copyservices postage local telephone telex and facsimile service safetywear and necessary tools and instruments for the technical services aswell as transport between the lodgement and contract plant if suchtransportation is not available the buyer shall provide the supplier＇sengineer with cars or reimburse car rental costs and shall bear theexpense of fuel costs incurred by the supplier＇s engineer in getting toand from the contract plant if cars are used for such commuting whichbelong to the supplier the supplier shall be entitled to reimbursementfrom the buyer for the fuel costs actually incurred by the supplier＇sengineer in getting to and from the contract plant
75 the buyer shall provide for the supplier＇s engineer and hisfamily free of charge medical care and hospital treatment in the buyer＇scountry
76 the buyer shall provide for each of the supplier＇s engineer freeof charge western standard accommodation with air conditioning heatingshower with hot water temporary cooking facilities necessary furnitureand toilet as acceptable to the supplier and where the supplier＇sengineer bring his family such accommodation shall be adequatelyincreased in size
77 the buyer shall arrange for chinese and western style meals forthe supplier＇s engineer and his family but the costs shall be borne bythe supplier＇s engineer himself provided that the price of such mealsshall be equivalent to the standard price in the buyer＇s country
78 the buyer shall arrange laundry and taxi services for thesupplier＇s engineer and his family such costs shall be borne by thesupplier＇s engineer except where provided for in paragraph 7 4 hereof
79 the buyer shall assist the supplier＇s engineer in arranging forthe import and export of a specified amount of personal goods as well astechnical documentation tools and instruments in accordance with thecustoms regulations in the buyer＇s country but all costs incurred in sodoing shall be borne by the supplier the supplier shall inform the buyerin advance of the denomination specification quantity weight airwaybill number value and date of import and export of the goods mentionedabove
notwithstanding the above if at the request of the buyer suchtechnical documentation tools and instruments are made available by thesupplier＇s engineer for the work the buyer shall pay the supplier for therespective charges and freight charges and any other administrativeexpenditure incurred by the supplier＇s engineer in this matter
8 safety of life
in the case of grave danger to the life of any of the supplier＇sengineer and his family in the buyer＇s country as a consequence of theactual or imminent occurrence of hostilities or acts of a warlike naturethe supplier shall have the right to evacuate any of its personnel asrequired to ensure the safety of their lives
notwithstanding any other provisions to the contrary in the contractthe cessation of all or any part of the technical services and theevacuation of the supplier＇s engineer under this paragraph shall betreated in all respects as a suspension as set out in article 38（suspension）of the agreement and the supplier shall be entitled torecover from the buyer all direct costs resulting from such an occurrencethe cost incurred by the supplier for the subsequent resumption of thetechnical services including costs for remobilization shall beconsidered a part of such costs
9 miscellaneous
91 the supplier can call back or replace the supplier＇s engineer atits own cost provided that the work at the contract plant is not affectedand provided that the supplier has the consent of the generalrepresentative of the buyer during any overlap of the supplier＇s engineerat the contract plant the buyer shall pay technical service fee for oneengineer only during such overlap
92 if any of the supplier＇s engineer falls ill for a continuousperiod of more than 15 days the supplier shall replace such engineer atthe supplier＇s cost with another engineer with the same technical skill
93 in the case when the general representative of the buyer requeststhe general representative of the supplier to remove any of the supplier＇sengineer from the contract plant in accordance with article 18 2 4 ofthe agreement all the costs for such replacement shall be borne by thesupplier
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