ContractforExportingMiningEquipment.doc

n更多企业学院： 中小企业管理全能版183套讲座+89700份资料总经理、高层管理49套讲座+16388份资料中层管理学院46套讲座+6020份资料国学智慧、易经46套讲座人力资源学院56套讲座+27123份资料各阶段员工培训学院77套讲座+ 324份资料员工管理企业学院67套讲座+ 8720份资料工厂生产管理学院52套讲座+ 13920份资料财务管理学院53套讲座+ 17945份资料销售经理学院56套讲座+ 14350份资料销售人员培训学院72套讲座+ 4879份资料 Contract for Exporting Mining Equipment Contract No. _ This Contract is made and entered into on the 15th,Oct. in Sulaiminiyh by and between Mass Iraq Cement Co,Ltd ( as the Buyer) and China Jiangsu Grand Economic Devolpment Co.,Ltd. a company incorporated under the laws of China(hereinafter referred to as the seller). Whereas, the Buyer desires to engage the Seller to provide the Mining Equipment, all related design, technical document, technical service and technical training and to obtain from the Seller a license of know-how and other technical information in relation with the Equipments design, erection, commissioning, operation and maintenance. Now it is hereby mutually agreed as follows: Article 1 Definitions1.1 “Acceptance ”means the Buyer accepted the Equipment in accordance with Article xx. 1.2 “Commissioning” means the operation of the Equipment in accordance with Article 9.4 for the purpose of carrying out Performance Test.1.3 “Contract” means this Contract signed by and between the Buyer and the Seller, including Appendices attached which shall form an integral part of this Contract.1.4 “Effective Date of the Contract” means the date when the Contract enters into force upon fulfillment of all the conditions stated in Article 16.1.1.5 “Equipment” means the equipment, machinery, instruments, spare parts and materials supplied by the Seller as listed in Appendix 3.1.6 “Erection” means the installation of the Equipment including placing and connecting parts to their positions according to the design drawing.1.7 “Job Site” means the site where the Equipment shall be located and/or erected, namely Mass Iraq Cement Plant. 1.8 “Last Shipment” means the shipment with which the accumulated invoice value of shipped goods has reached 100 percent of the total the Equipment price.1.9 “Performance Test” means the tests for examining whether the Equipment is able to meet guarantee figures . 1.10 “Technical Document” means the technical indices, specifications, drawings, manual and instructions related to the design, erection, test-run, commissioning, acceptance, operation and maintenance of the Equipment to be provided by the Seller.1.11 “Technical Service” means the technical instruction, assistance and guidance rendered by the Seller. 1.12 “Technical Training ” means the training rendered by the Seller.1.13 “Test Run” means the initial run of a single machine or the whole system of the Equipment without materials.1.14 “Warranty Period” means the period of the warranty given by the Seller as specified in Article 10.2, during which the Seller is responsible for the defects of the Equipment as per Article 10. Article 2 Scope of the Contract2.1 The Sellers Obligation 2.1.1 The Seller shall supply the Equipment and spare parts, provide the design, Technical Document, and conduct the Technical Service and Technical Training, and grant a non-exclusive and non-transferable right to use the know-how and other technical information related to the Equipments design, Erection, Commission, operation and maintenance. 2.1.2 The Seller shall procure and supply the Equipment and spare parts which is listed in Appendix , the specification is detailed in Appendix . 2.1.3 The Seller shall provide design in respect to the Equipment and submit to the Buyer the Technical Document .2.1.4 The Seller shall conduct the Technical Services at the Job Site.2.1.5 The Seller shall conduct the Technical Training of the Buyers trainees as per Appendix .2.1.6 The Seller agrees to grant non-exclusive and non-transferable right to use the know-how, other technical information related to the Equipments design, Erection, Commission, operation and maintenance free of charge, which the Seller provides and discloses to the Buyer during the implementation of the Contract period.2.2 The Buyers Obligation2.2.1 The Buyer shall at his own costs and expenses, provide the Seller with all information and data concerning the design as per Appendix. The Buyer shall ensure the correctness and exactitude of all such information and data.2.2.2 The Buyer shall at his own costs and expenses, obtain all necessary import permits, undertake customs clearance, take delivery of the Equipment to be supplied by the Seller and transport them from port to the Job Site in time.2.2.3 The Buyer shall at his own costs and expenses, perform all the civil works, construction, Erection, Test Run and Commissioning in accordance with the Technical Document and under the Technical Services rendered by the Seller. 2.2.4 The Buyer shall at his own costs and expenses, perform necessary administration and security guard at the Job Site.Article 3 Price 3.1 The Buyer agrees to pay the total Contract price to the seller, Technical Training and Service fee is free .3.2 The total Contract price, including price of the Equipment, design and Technical Document, shall be _. The breakdown is as follows: The price for Equipment is _. Fee for design is _. Fee for Technical Document is _.3.2.1 The total Contract price for the Equipment is for delivery CIF Shanghai. CIF term is in accordance with INTERNATIONAL RULES OF THE INTERPRETATION OF TRADE TERMS (INCOTERMS), 2000 edition, issued by the INTERNATIONAL CHAMBER OF COMMERCE (ICC).3.2.2 The total Contract price includes the price for spare parts listed in Appendix . However, the total Contract price also cover the supply of any other spare parts used in the Mining construction . At the Buyers request, the Seller may provide with any other spare parts. A separate agreement will be signed between two parties. 3.2.3 The above price is fixed and firm.3.3 The total Contract price cover the Technical Service fee and Technical Training fee. Article 4 Payment 4.1 Down PaymentAfter signing the Contract, the Buyer shall pay 30% percent of the each equipment Contract price by T/T to the Seller when the seller is finished the indent with the factor and inform the Buyer.4.2 The balance of the total Contract price amounting _ ( says _ only ) shall paid by a confirmed irrevocable Letter of Credit at sight, issued within 20 days after signing the Contract by a reputable bank and acceptable to the Sellers Bank in favor of the Seller. The Letter of Credit shall be available upon the presentation of the following documents:4.2.1 For 70 percent of the total Contract price amounting _ (say _ only) at delivery: (a) Bill of Lading in one original. (b) Commercial Invoice in three originals (c) Packing list in one original(s) and two copies (d) Certificate of Origin in one original(s) and two copies (e) Insurance Policy in one original(s) and two copies 4.3 All the banking charges incurred in the Sellers bank shall be born by the Seller while those incurred outside the Sellers bank shall be born by the Buyer. Article 5 Delivery 5.1 The Delivery of the Equipment 5.1.1 The delivery of the Equipment listed in Appendix shall be completed within _ ( ) months from the Effective Date of Contract.5.1.2 With in _ ( ) months after the Effective Date of the Contract, the Seller shall send to the Buyer a preliminary delivery schedule by Email. Not later than _ ( ) days before the first shipment, the Seller shall submit to the Buyer the final delivery schedule in three (3) copies indicating Contract number, dispatch number, name of the Equipment, quantity, approximate dimensions, volume of each package and time of each shipment.5.1.3 The loading port is Shanghai China, while the unloading port is _.5.1.4 Advance shipment, partial shipment and transshipment are allowed, however, the Seller shall inform the Buyer thirty (30) days before such shipment.5.1.5 The date of Bill of Lading for each shipment shall be considered as the actual delivery date. The date of the Last Shipment shall be considered as the actual whole delivery date of the Equipment to be supplied by the Seller.5.1.6 If the Equipment are shipped on deck, the Seller shall be responsible for their proper packing and take special protective measures.5.1.7 The Seller shall notify the Buyer by Emailbbb of the following within five (5) working days after each shipment is effected: (a) Contract number (b) Name of the vessel and loading port (c) Name of the Equipment shipped (d) Number and date of Bill of Lading (e) Total volume (f) Total gross and net weight (g) Total number of packages/cases5.1.8 The Seller shall airmail the following documents in duplicate to the Buyer: (a) Bill of Lading (b) Commercial Invoice (c) Packing List (d) Certificate of Origin (e) Insurance Policy.5.2 The Late Delivery of the Equipment5.2.1 If the Seller fails to deliver the Equipment in accordance with the final delivery schedule, the Seller shall pay to the Buyer liquidated damages for such delay at the following rates: (a) From the first week to the fourth week, the liquidated damages shall be _ ( ) percent of the value of the delayed portion of the Equipment per week(b) From the fifth week to the eighth week, the liquidated damages shall be _ ( ) percent of the value of the delayed portion of the Equipment per week (c) From the ninth week, the liquidated damages shall be _ ( ) percent of the value of the delayed portion of the Equipment per week5.2.2 The fractions of four days or more shall be counted as one week and fractions of less than four days shall be omitted. The total aggregate amount of the liquidated damages shall not exceed _ ( ) percent of the value of the delayed portion Equipment.5.2.3 The payment of liquidated damages under Article 5.2.1 above shall be in complete satisfaction of the Sellers obligation. Notwithstanding the Seller makes the payment of the liquidated damages for the late delivery Equipment, the Seller shall not be released obligation to deliver the Equipment.5.3 The Delivery of Technical Document5.3.1 The Technical Document shall be delivered CIP by air within _ ( ) months after the Effective Date of the Contract. 5.3.2 The date of airway bill shall be regarded as the actual delivery date of the Technical Document.5.3.3 Within _ ( ) working days after sending each lot of Technical Document, the Seller shall inform the Buyer of the Contract number, item number, number and date of airway bill and the flight.5.3.4 In case of shortage, loss of or damage caused to the Technical Document due to the Sellers reason, the Seller shall make supplement to the Buyer within 40 days after receiving the Buyers written notification without any charge. 5.4 The Late Delivery of Technical Document5.4.1 If the Seller fails to deliver the Technical Document in time, the Seller shall pay to the Buyer liquidated damages for such delay at the following rates: (a) From the first week to the fourth week, the liquidated damages shall be _ ( ) percent of the value of the delayed portion of Technical Document per week (b) From the fifth week to the eighth week, the liquidated damages shall be _ ( ) percent of the value of the delayed portion of Technical Document per week (c) From the ninth week, the liquidated damages shall be _ ( ) percent of the value of the delayed portion of Technical Document per week.5.4.2 The fractions of four days or more shall be counted as one week and fractions of less than four days shall be omitted. The total aggregate amount of the liquidated damages shall not exceed 20 percent of Technical Document price.5.4.3 The payment of liquidated damages under Articles 5.4.1 above shall be in complete satisfaction of the Sellers obligation. Notwithstanding the Seller makes the payment of the liquidated damages for the Technical Document, the Seller shall not be released obligation to deliver the Technical Document.Article 6 Packing and Marking6.1 The Equipment shall be packed to withstand long distance transportation, multiple handling.6.2 The Seller shall mark the following on two opposite sides of each package with indelible painted English words: (a) Destination (b) Consignee (c) Contract number (d) Shipping mark (e) Gross/net weight (kg) (f) Case/ bale number (g) Dimensions: L x W x H (cm)6.3 Each package shall contain one (1) copy of packing list.6.4 The Seller shall mark on the package, if necessary, “Handle with Care, “Right Side Up, “Fragile or other indicative marks according to the characteristics and feature of the goods as well as different requirement for transportation, loading and unloading of the goods.6.5 If the goods weigh three (3) or more than three (3) metric tons, gravity, hoisting position and illustrative marks shall be marked so as to facility loading, unloading and handing.6.6 All Technical Document provided by the Seller shall be properly packed to withstand long distance transportation and multiple handling. The surface of each package shall be marked with the following words: (a) Destination (b) Consignee (c) Contract number (d) Gross/net weight (kg) (e) Item number (f) Dimensions: L x W x H (cm)Article 7 Standards and Inspection 7.1 The Seller shall carry out the design, manufacture, inspection and test of the Equipment supplied by the Seller according to the existing standards of the Peoples Republic of China, namely GB.7.2 It is mutually agreed by both parties that the Equipment supplied by the Seller shall be inspected by the Entry-Exit Inspection and Quarantine Bureau of the Peoples Republic of China and that the Certificate of Inspection shall be deemed as the effective evidence of the quantity and quality of the Equipment. The inspection fee shall be on the Sellers account.7.3 The Buyer should store the Equipment after its arrival at the Job Site in accordance with the storage instruction given by the Seller.The seller should assistant the Buyer to do this.7.4 The open-case inspection of the Equipment shall be performed in the presence of the Sellers representatives at his own expenses on the Job Site. The Buyer shall inform the Seller of the date one (1) month before the date of open case inspection and shall also render assistance to the Sellers inspectors in their inspection work.7.5 During the joint open-case inspection, a detailed inspection record shall be made and signed by the representatives of both parties. In case the Seller is responsible for any defect or shortage of the Equipment, the inspection record shall be taken as an effective evidence for the Buyer to claim repair, replacement or supplement to the Seller. 7.6 If any missing, defect of or damage to the Equipment is found in open-case inspection attributable to the Buyers responsibility or fault, or any third partys (such as carriers or insurers) responsibility or fault, the Seller shall make repair, replacement or supplement at the Buyers expenses in accordance with the separate agreement signed by both parties.7.7 The Buyer is not entitled to open the case, assemble and/or disassemble the Equipment without the Sellers prior written consent. If there is not joint open case inspection due to the Buyers reason, the quantity and apparent quality of the Equipment shall be deemed correct and in perfect condition. Article 8 Design and Design Liaison8.1 The Buyer shall provide to the Seller within 10 days after the Effective Date of the Contract, all the design data which shall be taken as the design basis.8.2 A design liaison meeting shall be held in the one month after receiving the basic design information, the Seller will dispatch his technical personnel to the Job Site to participate in the meeting. During the meeting period, the Seller will discuss with the Buyer the relevant design details. Both parties shall sign an agreement outlini