CONTRACT FOR 2x300x104Nm3/d Natural Gas treating Unit
FOR
2x300x104Nm3/d
Natural Gas treating Unit
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EQUIPMENT:
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ORBIT
BALL VALVE
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CONTRACT
NO:
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07HKHAY07SPEC6711003
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SIGNING
DATE:
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September
28, 2007
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SIGNING
PLACE:
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BEIJING,
CHINA
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DEFINITION
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BUYER:
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means
China Petrochemical international Co Ltd., Beijing, P.R.. China registered
under the laws of P.R. China.
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SELLER:
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means
XXX XXXX TRADING (INTERNATIONAL) LIMITED, registered under the laws of
Hongkong.
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END-USER:
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means
Sinopec Zhongyuan Oilfield Company Xxxxxx Xxxxxx registered under the laws
of P.R. China.
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CONTRACTOR:
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means
Sinopec Engineering Incorporation registered under the laws of P.R.
China.
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CONTRACT
COMMODITIES:
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This
contract is made by and between the Buyer and the Xxxxxx, whereby the Buyer
agrees to buy and the Seller agrees to sell the under-mentioned Contract
Commodities according to the terms and the conditions stipulated
below:
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1.
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OBJECT
OF THE CONTRACT
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The Buyer
agrees to buy from the Seller and the Seller agrees to sell to the Buyer
CONTRACT COMMODITIES as well as supply the Technical Documentation as specified
in Appendix 1 to the Contract.
1
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2.
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COUNTRY
OF ORIGIN AND MANUFACTURERS
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CAMERON
VALVE AND MEASUREMENT GROUP/ USA
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3.
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PRICE
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The total
Contract price is USD 13,721,400.00 (Say Thirteen million seven hundred twenty
one thousand four hundred US Dollars only)
The total
Contract price of the Contract is a firm and fixed price, The price of Contract
commodities is on the basis of FOB HOUSTON Seaport for the
balance (Inco terms 2000) .
The
Seller shall dispatch his experienced, healthy and competent technical personnel
at his own expenses to the Buyer’ s plant site during erection and performance
test to provide relevant Technical Services free of charge until the CONTRACT
COMMODITIES have a stable and normal performance.
The
Seller shall be responsible for the training of the technical personnel of the
Buyer at the seller’s expenses. The details are specified in Appendix I of the
Contract.
The
packing cost of the CONTRACT COMMODITIES and the fee for Buyer’ s training at
site by the Seller are included in the total Contract price, Related Technical
Documentation is on the basis of DDU (Incoterms 2000) by the international
courier service to the attention and address as per Clauses 7.4 of the
Contract.
The
breakdown prices of the Contract Commodities are specified in Appendix 2 to the
Contract.
Unless
otherwise stipulated in the Contract, all the expenses for personnel dispatching
by one party to and maintaining them at the other party for execution of the
Contract shall be borne by the dispatching party.
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4.
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PAYMENT
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4.1
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All
payment by the Buyer to the Seller under this Contract shall be made
through the Buyer’ bank-Bank of China Head
Office Banking Department to the Seller’ s bank- Bank of Communication
Co., Ltd. Hong Kong Bank for the Seller’s account. All payments, if
any, by the Seller to the Buyer shall be made through the Seller’ s bank
to the Buyer’ s bank for the Buyer’s account. The payment documents shall
be transferred through the banks of both Parties. A1.1 banking charges in
connection with payments by the BUYER incurred in BUYER’ S BANK shall be
borne by the BUYER; all the rest banking charges shall be borne by the
SELLER.
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4.2
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The
total Contract price specified in Clause 3 of the Contract shall be paid
by the Buyer to the Seller through the Buyer’ s bank, according to the
following terms and
proportions:
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2
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4.2.1
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Ten
percent (10%) of the total Contract price viz.: USD1, 372,140.00 (say: One
Million Three Hundred Seventy Two Thousand One Hundred Forty US DOLLARS
only) shall be paid by the Buyer to the Seller by D/P after the effective
date of the Contract as per Clause 15 . 3 hereof and within thirty (30)
days after the Buyer has received the following documents submitted by
Xxxxxx and found them in order:
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A.
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One
(1) original and one (1) copy of an irrevocable letter of guarantee issued
by the Seller’ s bank in favor of the Buyer ( Specimen as per Appendix 3 )
;
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B.
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One
(1) photocopy of an Export License issued by the relevant authority or a
letter issued by the relevant authority or the Seller stating that the
said Export License is not
required;
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C.
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Proforma
invoice covering 100% (one hundred percent) of the total Contract price in
four (4) originals.
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D.
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Three
(3) original and two (2) copies of commercial
invoice;
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4.2.2
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The first delivery commodities,
24 sets of orbit valves, value USD 2,286,900.00 (Say: Two Million
Two Hundred Eighty Six Thousand Nine Hundred US DOLLARS only) .Buyer, upon
receipt from the Seller of the delivery advice specified in Clause 7.1 of
the Contract, shall, forty (40) days prior to the date of the first shipment, open
en Irrevocable Letter of Credit (L/C) through the Buyer’ s bank in favor
of the Seller covering eighty five percent (85%) of
the first delivery commodities value. The L/C shall be valid until
twenty-one (21) days after
shipment.
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Eighty five percent (85%) of the
first delivery commodities value, viz.:USD 1,943,865.00 (say: One
Million Nine Hundred Forty Three Thousand Eight Hundred Sixty Five US DOLLARS
only) shall be paid by the Buyer to the Seller as specified in Clause 3 of the
Contract after the Buyer has received the following documents submitted by the
Seller through the bank and found them in order. The SELLER shall present the
documents through his bank to the BUYER’ s bank for negotiation within
fifteen (15) days after the shipment.
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A.
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Two
(2) original and three (3) copies of clean on board ocean Bill of Lading
made out to order, blank endorsed, marked “FREIGHT TO COLLECT” and
notifying Buyer’ s Shipping Agent at the port of
destination.
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B.
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Three
(3) original and two (2) copies of commercial invoice indicating the
Contract number, names of the commodities under this shipment, value and
amount of eight five percent (85%) and the total value of the commodities
under this shipment;
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C.
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Two
(2) original and three (3) copies of detailed packing
list;
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D.
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One
(1) original and one (1) copy of quality and quantity certificate issued
by the manufacturer as specified in Clause 10.1 of the
Contract;
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E.
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One
copy of a fax as per Clause 7.3 of the Contract advising the shipment
within forty-eight (48) hours after it is
made.
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3
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F.
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One
copy of Seller’ s statement that the package is with IFPC Logo according
to Appendix 5 indicating that the wooden packaging cases or crates have
undergone anti-parasite and anti-mold treatment in case wooden package is
used, or One (1) original and one (1) copy of the Declaration of non-wood packing
material (specimen as per. Appendix
5).
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G.
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G.
One (1) copy of the valid Pattern Approval Certificate for the concerned
metering instrument issued by the State of Bureau of Technical Supervision
of P. R. China or Seller’s statement indicating that there is no metering
instrument included.
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H.
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One
(1) copy of the valid Safety Quality Licensing Certificate(s) issued by
the Ministry of Labor of the P. R. China for the boilers and pressure
vessels concerned or Seller’s statement indicating that there are no
boilers or pressure vessels
included.
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I.
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Seller’s
statement with express mail receipt certifying 1/3 of original bill of
lading, one original commercial invoice and packing list have been sent to
the Buyer by express mail.
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4.2.3
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The second delivery
commodities, 120 sets of orbit valves, value USD 11,434,500.00
(Say: Eleven Million Four Hundred Thirty Four Thousand Five Hundred US
DOLLARS ONLY) .Buyer, upon receipt from the Seller of the delivery advice
specified in Clause 7.1 of the Contract, shall/. forty (40) days prior to
the date of the second
shipment, open an Irrevocable Letter of Credit (L/C) through the
Buyer’s bank in favor of the Seller covering eighty five (85%) of the
second delivery commodities value. The L/C shall be valid until twenty-one
(21) days after shipment.
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Eight rive percent (85%) of the
second delivery commodities value, viz.: USD 9,719,325.00 (say: Nine
Million Seven Hundred Nineteen Thousand Three Hundred Twenty Five US DOLLARS
only) shall be paid by the Buyer to the Seller as specified in Clause 3 of the
Contract after the Buyer has received the following documents submitted by the
Seller through the bank and found them in order. The SELLER shall present the
documents through his bank to the BUYER’s bank for negotiation within fifteen
(15) days after the shipment.
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A.
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Two
(2) original and three (3) copies of clean on board ocean Bill of Lading
made out to order, blank endorsed, marked “FREIGHT TO COLLECT” and
notifying Buyer’ s Shipping Agent at the port of
destination;
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B.
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Three
(3) original and two (2) copies of commercial invoice indicating the
Contract number, names of the commodities under this shipment, value and
amount of eighty five percent (85%) and the total value of the commodities
under this shipment;
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C.
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Two
(2) original and three (3) copies of detailed packing
list;
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D.
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One
(1) original and one (1) copy of quality and quantity certificate issued
by the manufacturer as specified in Clause 10 .1 of the
Contract;
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E.
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One
copy of a fax as per Clause 7.3 of the Contract advising the shipment
within forty-eight (48) hours after it is
made;
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4
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F.
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One
copy of Seller’s statement that the package is with IPPC Logo according to
Appendix 5 indicating that the wooden packaging cases or crates have
undergone anti-parasite and anti-mold treatment in case wooden package is
used, or One (1) original and one (1) copy of the Declaration of non-wood packing material
(specimen as per Appendix 5)
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G.
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One
(1) copy of the valid Pattern Approval Certificate for the concerned
metering instrument issued by the State of Bureau of Technical Supervision
of P. R. China or Seller’ s statement indicating that there is no metering
instrument included;
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H.
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One
(1) copy of the valid Safety Quality Licensing Certificate(s) issued by
the Ministry of Labor of the P. R. China for the boilers and pressure
vessels concerned or Seller’s statement indicating that there are no
boilers or pressure vessels
included;
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I.
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Seller’
s statement with express mail receipt certifying 1/3 of original bill of
lading, one original commercial invoice and packing list have been sent to
the Buyer by express mail.
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4.2.4
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Five
percent (5%) of the total Contract price, viz.: USD 686,070.00 (say: Six
Hundred Eighty Six Thousand Seventy US DOLLARS only shall be paid by D/P
by the Buyer to the Seller specified in Clause 3 of the Contract after the
Acceptance of the Contract Commodities as specified in Clause 9.2 of the
Contract and within thirty (30) days after the Buyer has received the
following documents submitted by the Seller through the bank and found
them in order:
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A.
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Two
(2) copies of the Certificate of Acceptance of the Contract commodities
signed by Seller and Contractor;
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B.
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One
(1) original and one (1) copy of an irrevocable letter of Guarantee issued
by Seller’ a bank in favor of Buyer for an amount equal to five percent
(596-)
of the Contract price as per clause 3 of the Contract ( Specimen as per
Appendix 4)
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C.
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Three
(3) original and two (2) copies commercial invoice In case the Seller is
liable for paying the penal t y and/or compensation to the Buyer, the
payment shall be telegraphic transfer within ten (10) days after the
Seller has received the claim by the Buyer. Otherwise the Buyer shall have
the right to deduct the amount from the invoice of any
payment.
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5.
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PACKING
AND MARKING
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5.1
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The
Seller shall have the Contract Commodities strongly packed suitable for
Long Distance Ocean and inland transportation and well protected against
moisture, rust, shock, rough handling and numerous loading-unloadings. The
Seller shall be liable for any rust, damage and losses attributed to
inadequate or improper protective measures taken by the Seller with regard
to the packing.
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5.2
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Seller
shall mark the following on the four (4) adjacent sides of each package
with fadeless paint in conspicuous English printed Contract number,
destination, package number, gross weight, measurement ( length X width X
height in each) and the words THIS SIDE UP, HANDLE WITH CARE, KEEP DRY as
well as the following shipping mark and the
Consignee
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5
Consignee:
China Petrochemical International Company
Shipping
Mark: 07HICHAY07SPEC671101)3
SHANGHAI, Seaport, CHINA
Should
any package weigh two (2) or more than two (2) metric tons, the hoisting
position shall be marked so as to facilitate loading, unloading and
handling.
Each
package of Contract commodities shall be attached with detailed packing lists in
2 (two) copies and each kind of commodity of part of component, especially of
spare parts shall be attached with an individual label indicating description
and identification number.
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5.3
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In
case wooden package is used, Seller shall also mark the relevant
information as specified in Appendix 6-1 of Contract include the IPPC
Logo, Country Code, Unique number assigned by NPPO to the producer or the
WPM, and the method of the treatment( “HT” for heat treatment or “MB” for
methyl bror) , etc. with fadeless paint on each
package.
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6.
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DELIVERY
AND INSURANCE
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6.1
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TIME
OF DELIVERY: The first Shipment on or before May 10, 2008 The second
shipment on or before September 5,
2008
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Detailed
schedule refer to the Appendix 2.
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6.2
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PORT
OF SHIPMENT: Main
Seaport of
USA
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6.3
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PORT
OF DESTINATION: Shanghai Seaport, P.R.
China
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6.4
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INSURANCE:
To be covered by the Buyer upon receipt of the Seller’s shipping advice as
per Clause 7.3 of the Contract
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6.5
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The
Buyer shall, ten (10) days before the estimated date of readiness, notify
the Seller of the detailed information of Xxxxx’ s loading port shipping
agent for the Seller to arrange for shipment. At the same time, the Seller
shall keep close contact with the Buyer’ s shipping
agent.
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6.6
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Should
the vessel fail to arrive at the port of loading within thirty days (30)
after the arrival date advised by the Buyer, the Buyer shall bear the
storage and insurance expenses incurred form the thirty-first (31st) day.
However this shall not exempt the Seller’ s responsibility for delivery of
the Contract Commodities.
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6
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6.7
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The
Seller shall be liable for any dead freight or demurrage if the Contract
Commodities are not ready for loading after the carrying vessel has
arrived at the port of shipment.
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6.8
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Transhipment is not allowed.
Flat rack shall be used.
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7.
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SHIPPING
ADVICE
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7.1
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The
Seller shall forty (40) days before the readiness of shipment stipulated
in the Contract, advise the Buyer by fax the Contract number, name of
Commodities, number of packages, value, package number, gross weight,
volume, estimated measurement and date of
readiness.
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7.2
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If
any piece of Equipment exceeds twenty (20) metric tons in weight, twelve
(12) meters in length, two point seven (2.7) meters in height and/or two
point seven (2.7) meters in width, the Seller shall airmail the Buyer a
sketch in four (4) copies of the said oversized item (one (1) copies for
the Buyer and three () copies for the End-user) within three (3) months
after Effective Date. This information shall be the basis for the Seller
to deliver the oversized item after confirmation by the
Buyer.
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7.3
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The
Xxxxxx shall, within forty-eight (48) hours after the completion of the
loading of the Contract Commodities, advise the Buyer and Buyer’s shipping
agent at the port of destination by far of the Contract number, names of
the Commodity, quantity, total volume, gross weight, net weight, invoice
number and value, date and number of Bill of Lading, name of the vessel
and estimated date of arrival. In case the Buyer fails to arrange
insurance in time due to the Seller not having advised in time, all the
costs and expenses related thereto (including the value of the commodity)
shall be borne by the Seller.
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The
address of Buyer’ s shipping agent at the port of destination shall be informed
by the Buyer to the Seller before shipment.
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7.4
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The
date of the Bill of Lading shall be considered as the actual date of
delivery.
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7.5
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Within
seven (7) days for commodities transported from USA or Europe, two (2)
days for commodities transported from Japan or Korea after completion of
loading of each shipment, the Seller shall send the Buyer the following
documents by the international courier service and one (1) set of them by
fax to the BUYER (The details as per Clause r
18.6).
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A.
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One
(1) original and one (1) copy of Bill of Lading specified in Clause 4.2.2
and 4.2.3 of the Contract for the
balance;
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B.
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One
(1) original and one (1) copy of detailed packing
list;
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C.
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One
(1) original and one (1) copy of quality and quantity certificates as
specified in Clause 10.1 of the
Contract;
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7
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D.
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One
(1) original and two (2) copies of Quarantine Certificate as specified in
item F of Clause 4.2 of the
Contract;
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E.
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One
(1) original and one (1) copy of commercial
invoice
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F.
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One
copy of the valid Pattern Approval Certificate as specified in item G of
Clause 4.2 of the Contract;
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G.
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One
copy of the valid Safety Quality Licensing Certificate (s) as specified in
item H of Clause 4.2 of the
Contract;
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H.
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One
(1) original and one (1) copy of the Declaration of non-coniferous wood
packing material or Declaration of non-wood packing material (specimen as
per Appendix 5);
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X.
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Xxxxxx’s
statement that Xxxxxx had delivered one set of documents as specified in
Clause 7.5 of Contract together with the shipment of contract
commodities.
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8.
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PENALTY
OF DELAY DELIVERY
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8.1
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If
the delivery is delayed due to the Seller’s reason, the Seller agrees to
pay the Buyer penalty for such delay in delivery at the following
rates:
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Delay in time
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Penalty per week of the value of the
Contract price
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one
weeks
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1.0%
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The
maximum of the penalty shall not exceed 10% of the Contract value.
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8.2
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If
the delivery of the documentation for payment as specified in Clause 4.2.2
can not be submitted to Seller’s bank within seven (7) working days after
delivery and/or transportation documentation as specified in Clause 7.5 is
delayed and/or the above mentioned documentation can not meet the
requirements as specified in the Contract and need to be re-supplied by
the Seller and/or status reports according to the clause 18.5 of the
contract are not submitted or submitted delayed and thus be deemed as
delay due to the Seller’s reason, the Seller agrees Lo pay the Buyer
penalty for such delay in delivery at the following
rates:
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Delay in time
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Penalty per week of the value of the
Contract price
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1-3
weeks
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0.1%
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4-6
weeks
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0.2%
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over
6 weeks
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0.3%
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8
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8.3
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A
delay of more than three (3) days but less than one (1) week shall be
counted as one (1) week. The payment of the penalty shall constitute the
final settlement of Seller’ s liability in regard to late delivery, but
shall not release Seller from his obligation to continue the delivery of
the delayed Contract Commodities and Technical Documents In case the
Seller fails to make the delivery ten (10) weeks later than the time of
shipment stipulated in Clause 6.1of the Contract, the Buyer shall have the
right to cancel the Contract and the Seller, despite of the cancellation,
shall still pay the aforesaid penalty to the Buyer without
delay.
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If the
CONTRACT is cancelled, the SELLER shall be obligated to refund to the BUYER the
amount of all payments made by the BUYER under Clauses 3 and 4 of this
CONTRACT
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9.
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GUARANTEE,
ACCEPTANCE AND COMPENSATION
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9.1
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The
Seller shall guarantee that the Contract Commodities are brand new and
unused, made out of the best materials with first class workmanship, and
complies in all respects with the quality, specifications and performance
as stipulated in the Appendix 1 to the
Contract.
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9.2
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Mechanical
test-run and performance test shall be carried out according to Appendix 1
to the Contract, If all guarantee figures as specified in Appendix 1 to
the Contract are fulfilled in mechanical test-run and performance test, a
certificate of Acceptance of the Contract Commodities shall be signed by
both parties within three (3) days in quadruplicate, two (2) copies for
each party. This shall mean Acceptance of the Contract Commodities by the
Buyer.
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If any
guarantee figures as stipulated in Appendix 1 to the Contract are not fulfilled
in the mechanical test-run and performance test, the Seller shall, at his own
cost, make necessary repair, replacement and/or modifications to the Contract
Commodities as quickly as possible within the period agreed upon by both parties
without affecting the start-up schedule. Such improvement by the Seller shall
continue until all guarantee figures are fulfilled.
If the
above mentioned repair, replacement and/or modifications should be carried out
at the plant site, all the cost shall be borne by the Seller according to the
final calculation made by both parties in accordance with the records of such
repair, replacement and/or modifications. Should it be necessary to send any
item outside plant site or China for repair or replacement, all the cost and
risks for transportation, repair or replacement and/or modification shall be
borne by the Seller. The Seller shall deliver the re-supplied item up to the
plant site as soon as possible without affecting the start-up
schedules.
During
the period from such tests through Acceptance of the Contract Commodities,
should the Buyer’s stored spare parts be used by the Seller due to the
Above-mentioned repair, replacement and/or modifications, the Seller shall
replenish the stores with the same in time.
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9.3
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The
mechanical guarantee period shall be twelve (12) months for the Contract
Commodities and eighteen (18) months for the spare parts from the date of
signing the certificate of Acceptance of the Contract Commodities. At the
expiration of the mechanical guarantee period, a certificate for the
expiration of the mechanical guarantee period shall be issued by the
Seller and to be counter-signed by the
Buyer.
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9
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9.4
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Should
the Contract Commodities supplied by the Seller be found defective (except
normal wear and tear) during the mechanical I guarantee period. The Buyer
shall inform the Seller immediately by fax. The Buyer’ s notice within
thirty (30) days after the expiration of the guarantee period shall still
be considered effective . The Seller shall within seven (7) working days
after receiving the Buyer’s notice fax dispatch his personnel to the plant
site for settlement.
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10.
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INSPECTION
AND CLAIMS
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10.1
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The
Seller shall carry out the design, selection of material, inspection and
test for Contract Commodities supplied by the Seller according to the
existing international standards and codes as specified in Appendix
l.
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The
Seller shall, before delivery, make a precise and comprehensive inspection of
the Contract Commodities with regards to the quality, specification, performance
and quantity/weight and issue certificates certifying that the Contract
Commodities are in accordance with the stipulations of the this
Contract.
But the
above mentioned inspection should not be considered as final with respect to
quality, specification, performance and quantity/weight. Particulars and results
of the test carried out by the manufacturer must be attached to the quality
certificate.
Before
the shipment, the Buyer shall have a right to send its inspectors at his own
expense to the Seller’s workshop. The Buyer’s inspectors shall not sign any
certificate and/or documentation during their inspection period. Such inspection
shall not substitute the inspect ion and test of the Contract Commodities at the
plant site.
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10.2
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Before
start of erection of the Contract Commodities, the Buyer shall organize
the open-package inspection at the job-site on quality, specification and
quantity. The Seller may participate in the inspection at its own
expenses. However, the Buyer is entitled to do the inspection
independently if the Seller fails to be present at the inspection. Should
the quality, specifications and quantity of the Contract Commodities be
not in conformity with the Contract due to the Seller’s reason, the Buyer is
entitled to claim for repair, replacement and/or compensation from the
Seller according to the inspection certificates issued by the General
Administration of Quality Supervision, Inspection and Quarantine of the
People’s Republic of China. All expenses thus incurred including
inspection charges, freight for returning and re-sending the Contract
Commodities , insurance, storage and loading and unloading Charges as well
as dispatch of the Seller’s personnel, etc. shall be born by the
Seller.
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10
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10.3
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During
the mechanical guarantee period, should defects or damages of the Contract
Commodities are found due to the Seller’s reason, the Buyer shall
immediately notify the Seller and place forward a claims supported by
Inspection Certificate issued by the General Administration of Quality
Supervision, Inspection and Quarantine of the People’ s Republic of China.
The certificate so issued shall be accepted as the basis of a claim. The
Seller, in accordance with the Buyer’ s claim shall be responsible for the
immediate elimination of the defects, complete or partial replacement of
the commodity or shall devaluate the commodity according to the state of
defects. Where necessary, the Buyer shall be at liberty to eliminate the
defects by itself at the Seller’ s expenses if the Seller fails to reply
to the Buyer within ten (10) days after receipt of the aforesaid claim,
where the claim shall be regarded as accepted by the
Seller.
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11.
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FORCE
MAJEURE
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Should
either party be prevented from executing the Contract due to the case of force
majeure such as war, severe earthquake, typhoon, flood or any other cases which
will be recognized by both partied as force majeure, the prevented party shall
inform the other party immediately by fax and within fourteen (14) days airmail
a certificate issued by the concerning authorities where the accident s occurs
for the other party’ s acceptance of the occurrence. Neither party shall have
right to claim on the other. Under such circumstances, both parties shall still
make all necessary efforts to continue the execution of the Contract. In case
one party is prevented from force majeure for ten (10) continuous weeks or
longer, the other party shall have the right to cancel the
Contract.
|
12.
|
TAXES
|
|
12.1
|
All
taxes, customs and duties in connection with, the execution of the
Contract levied by the Chinese Government on The Buyer in accordance with
the tax laws in effect shall be borne by the
Buyer.
|
|
12.2
|
All
taxes, customs and duties in connection with the execution of Contract
levied by the Chinese Government on the Seller in accordance with tax laws
in effect shall be borne by the
Seller.
|
|
12.3
|
All
the taxes arising outside the mainland of P. R. China in connection with
the execution of Contract shall be born by the
Seller.
|
|
12.4
|
The
said tax on the Seller as per Clause 12.2 hereof be withheld by the Buyer
from the payment under Clause 4 of the Contract and paid to the relevant
tax authorities by the Buyer for the Seller. The Buyer shall submit the
original and one copy of relevant tax receipts issued by the Chinese tax
authorities to the seller by courier service within fifteen (15) days
after Xxxxx’s receipt of the same.
|
|
13.
|
ARBITRATION
AND GOVERNING LAW
|
|
13.1
|
All
disputes in connection with this Contract or the execution thereof shall
be settled through friendly negotiation. If no settlement can be reached
the disputes shall be submitted to China International Economic and Trade
Arbitration Commission for arbitration which shall be conducted in
accordance with the Commission’s arbitration rules in effect at the time
of applying for arbitration.
|
11
|
13.2
|
The
arbitration award shall be final and binding upon both parties and shall
be carried out by both parties.
|
|
13.3
|
In
the course of arbitration, both parties shall continue to execute the
Contract except those under
arbitration.
|
|
13.4
|
The
arbitration fee shall be borne by the losing
party.
|
|
13.5
|
This
Contract shall be governed by and construed in accordance with the laws of
the People’s Republic of China.
|
|
14.
|
LEGAL
ADDRESS
|
BUYER:
CHINA
PETROCHEMICAL INTERNATIONAL COMPANY
ADDRESS:
A6 HuiYinDong Street, Chaoyang District, Beijing, China
100029
|
|
Tel
No.
|
+86-10-6499
9307
|
|
|
Fax
No.:
|
+86-10-6499
9348
|
SELLER:
RUA SEEN
TRADING (INTERNATIONAL) LIMITED.
ADDRESS:
0’x
xxxxx, Xxxxx 0, Xxx Xxxxx House, 00 Xxx Xxxxx Xxxxxx,
Central
Hong Kong.
|
Tel No.:
|
x000-00000000
|
|
Fax No.:
|
x000-00000000
|
|
15.
|
CONFIDENTIALITY
|
|
15.1
|
The
Seller shall not, without the Buyer’ s prior written consent, disclose the
Contract, or any provision thereof, or any specification, plan, drawing,
pattern, sample, or information furnished by or on behalf of the Buyer in
connection therewith, to any person other than a person employed by the
Seller in the performance of the Contract. Disclosure to any such employed
person shall be made in confidence and shall extend only as far as may be
necessary for purposes of such
performance.
|
|
15.2
|
The
Seller shall not, without the Buyer’ s prior written consent, make use of
any document or information enumerated in Clause 5.1 except for purpose of
performing the Contract.
|
|
15.3
|
Any
documents, other than the Contract itself, enumerated in Clause shall
remain the property of the Buyer and shall be returned (including all
copies) to the Buyer on completion of the Seller’ s performance under the
Contract if so required by the
Buyer.
|
12
|
16.
|
Warranty
and Liability
|
|
16.1
|
The
Seller warrants that the Contract Commodity supplied under the Contract
are new, unused, of the most recent or current models, and those they
incorporate all recent improvements in design and materials unless
provided otherwise in the Contract . The Seller further warrants that all
Contract Commodity supplied under the Contract shall have no defect,
arising from design, materials, or workmanship (except when the design
and/or material is required by the Buyer’s specifications) or from any act
or omission of the Seller, that may develop under normal use of the
supplied Contract Commodity in the conditions prevailing in the country of
final destination.
|
|
16.2
|
The
Seller shall indemnify the Buyer against all third-party claims of
infringement of patent, trademark, copyright or other intellectual
property rights arising from use of the Contract Commodity or any part
thereof in the P.R. China.
|
|
17.
|
Change
Orders
|
|
17.1
|
The
Buyer may at any time, by a written order given to the Seller make changes
within the general scope of the Contract in any one or more of the
following:
|
|
|
1)
|
drawings,
designs, or specifications, where Contract Commodity to be furnished under
the Contract are to be specifically manufactured for the
Buyer;
|
|
|
2)
|
the
method of shipment or package;
|
|
|
3)
|
the
place of delivery; and/or
|
|
|
4)
|
The
Services to be provided by the
Seller,
|
|
17.2
|
If
any such changes cause an increase or decrease in the cost or the time
required for, the Seller’ s performance of any provisions under the
Contract, an equitable adjustment shall be made in the Contract Price
and/or delivery schedule, and the Contract shall accordingly be amended.
Any claims by the Seller for adjustment under this clause must be asserted
within thirty (30) days from the date of the Seller’ s receipt of the
Buyer’ s change order.
|
|
18.
|
MISCELLANEOUS
|
|
18.1
|
The
Contract is made in English; Appendix 1 to 5 to the present Contract shall
be integral parts of the Contract and shall have the same force as this
CONTRACT itself . However, in case certain content of Appendices to this
CONTRACT is not in conformity with the DEFINITIONS and/or Clause 1 to 18
of this CONTRACT, the DEFINITIONS and Clause 1 to 18 of this CONTRACT
shall prevail.
|
|
18.2
|
The
Contract is signed in six (6) originals,
five (5)
for the Buyer and one (1) for the
Seller.
|
13
|
18.3
|
The
Contract is signed by the authorized representatives of both parties on
Beijing in Sep. 28th,
2007, and shall become effective by the Buyer’s official
notification.
|
|
18.4
|
Any
modification to the Contract shall be made in written form and signed by
the authorized representatives of both parties to constitute integral
parts of the Contract , and shall have the same force as Contract
itself.
|
|
18.5
|
Seller
agrees to provide Buyer the overall fabrication and materials procurement
schedule of the Contract Commodities within one (1) month after the
effective date of Contract. Seller also agrees to provide Buyer monthly
status reports (within first week of each month) of the status of the
fabrication and/or materials procurement ( 3 ) months before the delivery
date specified in Clause 6.1 of the Contract. In case any critical or
important issues that will influence the delivery date of the Contract
Commodities, the Seller is obliged to notify Buyer within three (3) days
after it first is notified or otherwise becomes aware, of such influence
to the delivery date.
|
|
18.6
|
Xxxxx
will nominate a third party to inspect the production of the Contract
Commodities, with providing no interruption on normal production; Seller
will pay the fee of the inspection with total of forty thousand
USD.
|
|
18.7
|
The
contact procedures
|
|
18.7.1
|
TO
BUYER:
|
All issue
related to the execution of this CONTRACT, for the attention of
Xx. Xxx
xxx
CHINA
PETROCHEMICAL INTERNATIONAL COMPANY
ADDRESS:
A6 BuiXinDong Street, Chaoyang District, Beijing, China 100029
Tel No. : x00 00 0000
0000
Fax No.; x00 00 0000
0000
Email:xxx0000@xxxxxxx.xxx.xx
18.7.2
TO
SELLER:
For the
attention of
Xx. Xxxx
Xxxxx
XXX XXXX
TRADING (INTERNATIONAL) LIMITED
ADDRESS:
8th floor, Suite 1, New Xxxxx House, 00 Xxx Xxxxx Xxxxxx, Xxxxxxx Xxxx
Xxxx.
Tel No.:
x000-00000000
Fax No.:
x000-00000000
E-mail :
xxx@xxxxxxxxxxxxxx.xxx
14
|
18.8
|
Appendices
|
|
Appendix
1
|
Technical
Documentation
|
|
|
Appendix
2
|
Break-down
price
|
|
|
Appendix
3
|
Specimen
of Letter of Guarantee Issued by the Seller’s Bank (Down
payment)
|
|
|
Appendix
4
|
Specimen
of Letter of Guarantee Issued by the Seller’s Bank (Mechanical
Guarantee)
|
|
|
Appendix
5.
|
The
Seller’ s Declaration of Non-Coniferous Wood Packing
Material.
|
|
|
|
The
Seller’ s Declaration of Non-Wood Packing
Material
|
15
SIGNATURE
For and
an behalf of ______________________________________ For and on behalf
of
|
BUYER:
|
SELLER:
|
|
|
|
For and
on behalf of For and on behalf of
|
END
|
USER:
CONTACTOR:
|
|
|
Sinopec
Zhongyuan Oilfield
Company
Puguang Branch
|
|
Sinopec
Engineering
Incorporation
|
16
Appendix
3 Specimen of Irrevocable Letter of Guarantee for down-payment
To
Beneficiary
Re:
Irrevocable Letter of Guarantee
No.:
Date:
With
reference to contract No.
(hereinafter referred to as “Contract”) signed on ________ between
your company (hereinafter referred to as “the Buyer”) and (hereinafter referred
to as “ the Seller”) , covering the supply of as defined under Clause 1 of the
Contract amounting to USD (Say: US Dollar ) , regarding the Seller’s obligations
to make refund of the advance payment under Contract, we hereby undertake as
follow:
Our
liability under this Irrevocable Letter of Guarantee shall be limited to 10%
(ten percent) of the total Contract price as stipulated in Clause 3 of Contract:
USD ________ (Say: US Dollar )
Within
ten (10) days after receipt of your written notice demanding refund from the
Seller due to the Seller’s failure to fulfill its obligations under Contract, we
shall unconditionally refund to you or your order up to the amount paid by you
to the Seller according to Clause 9.2.1 of Contract, USD
________ (Say: US Dollar ___________) together with interest at the
rate of 5% (five percent) per annum from the date of your payment of this amount
up to the date of actual refund.
The
amount guaranteed under this Irrevocable Letter of Guarantee will be reduced
automatically in proportion to each payment actually made by the Buyer to the
Seller.
This
Irrevocable Letter of Guarantee shall become effective on its opening date and
shall remain valid until the thirtieth (30th) day
after the date of the last shipment for Contract Commodities.
17
Appendix
4 Specimen of Letter of Guarantee for Mechanical Guarantee
To:
Beneficiary
Re:
Irrevocable Letter of Guarantee
No.:
Date:
With
reference to contract No.
(hereinafter referred to as “Contract”) signed
on
between your company (hereinafter referred to as “the Buyer.”) and
(hereinafter referred to as “ the Seller”) , covering the supply of as defined
under Clause 1 of the Contract amounting to USD ________ (Say: US Dollar
_____), regarding the Seller’s obligations for Mechanical Guarantee to the
commodities and spare parts under the Contract, we hereby undertake as
follow:
Our
liability under this Irrevocable Letter of Guarantee shall be limited to 5%
(five percent) of the total Contract price as stipulated in Clause 3 of
Contract: USD ________ (Say: US Dollar
)
Within
ten (10) days after receipt of your written notice demanding refund from the
Seller due to the Seller’s failure to fulfill. .:its obligations under Contract,
we shall unconditionally refund to you or your order up to the amount paid by
you to the Seller according to Clause 4.2.3 of Contract:
USD
(Say: US Dollar ___________) together with interest at the rate of 5% (five
percent) per annum from the date of your payment of this amount up to the date
of actual refund.
This
Irrevocable Letter of Guarantee shall become effective on its opening date and
shall remain valid until the thirtieth (30th) day
after the date of the expiration of the mechanical guarantee period for Contract
Commodities and spare parts.
18
Appendix
5
The
Seller’ s Declaration of Non-Wood Packing Material and IPPC logo
Sample
To the
Service of General Administration of Quality Supervision, Inspection and
Quarantine of the People’s Republic of China:
It is
declared that this shipment
(commodity)
(quantity/weight) does not contain wood packing materials.
|
Name
of Export. Company;
|
|
(Stamp
or Signature of Director)
|
|
Date:
|
IPPC
LOGO:
19
Side
Letter of contract
|
1.
|
The
Seller shall dispatch his experienced, healthy and competent technical
personnel at his own expenses to the Buyer’ s plant site during erection
and performance test to provide relevant Technical Services free of charge
until the CONTRACT COMMODITIES have a stable and normal
performance.
|
|
2.
|
The
Seller shall be responsible for the training of the technical personnel of
the Buyer at ________.
The details are specified in
Appendix
of
the Contract.
|
|
3.
|
The
packing cost of the CONTRACT COMMODITIES.
and the fee for Xxxxx’s training at by the Seller are included
in the total Contract price, Related Technical Documentation is on the
basis of DDU (Incoterms 2000) by the international courier service to the
attention and address as per Clauses 7.4 of the
Contract.
|
20
