Ф3.2m×1 TWO-STAGE COLD
COAL GAS STATION
THE SELLER: XXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Contract No: No: 01/2007/HCT-QINGDAO
The contract is signed in Vietnam in
THE BUYER: XXXXXXXXXXXXXXXXX
Represented by: Mr.
THE SELLER: XXXXXXXXXXXXXXXXXXX
Represented by: Mr.
The Seller and the Buyer have agreed upon the terms and conditions as follows:
ARTICLE 1: LANGUAGE AND UNIT OF MEASUREMENT
1.1 Contract documents, reports, communication and correspondences between two Contractual parties, requirements and work instruction and all other notices shall be done in English.
1.2 The metric decimal system shall be applied in the execution of the Contract.
ARTICLE 2: DEFINITIONS
In the contract, the following words and expressions shall have the meaning hereby assigned to them accept where the context otherwise requires:
2.1 “Contract” means agreement signed between the Seller and the Buyer including: Proforma
invoice, instructions, drawings and other documents includes any arising additions, amendments, agreements and modifications made in writing and signed by both parties, which should be included herein.
2.2 “Equipment” means machines, equipments supplied by the Seller according to the Buyer’s requirements in this Contract.
2.3 “Goods” means all “equipment” and documentation of design, engineering and
instruction in erection, operation and maintenance.
2.4 “Instruction” means the technical instructions, descriptions and technical documents; technology process, standards for quality control, tables, designing, drawings, computer programs and other documents, which should be provided during the implementation of the contract.
2.5 “Related services” means the scope of work and services stipulated in this contract and carried out by the Seller as follows:
2.5.1 Designing works
2.5.2 Instruction in and supervision of erection, mechanical test and commissioning performance
2.5.3 Training The Buyer’s workers and technicians to have full skills in operation and maintenance of supplied equipment.
2.6 “Inspection” means the inspection of the equipment before and after shipment carried out by the Buyer’s person(s).
2.7 “Month” and “Day” means Gregorian calendar month and day.
2.8 “Year” means 365 days
2.9 “Effective date of the Contract” means the date defined in the Article 20
ARTICLE 3: OBJECT OF THE CONTRACT AND THE SELLER’S SCOPE OF SUPPLY
3.1 Object of the Contract
The Seller commits to the Buyer complete the supply of machines, equipments and related services of 1 set of Diameter 3.2m two-stage cold coal gas station as stipulated in ANNEX 1 - Quotation for 3.2m two-stage cold coal gas station (which is considered as an integral part of this contract).
3.2 The Seller’s scope of supply
The Seller undertakes to supply equipments and related services for said plant.
- Machines, equipments and overall spareparts of 3.2m two stage cold coal gas station and materials for improving 02 kilns, 02 vertical driers and 01 sprayer as described ANNEX 1 and ANNEX 2 (which is considered as an integral part of this contract).
- The Design for the Project including designs for the plant foundation and equipments foundation, for workshop and for pipelines leading from gasification system to the Buyer’s 02 kilns, 02 vertical dryers and 01 sprayer.
- All services by the Seller’s specialists inside Vietnam for the project coordination and supervision, control commissioning, start-up and for the training of the Buyer’s personnel
ARTICLE 4: QUALITY
4.1 All the Goods shall be manufactured in Shandong - China, brand-new and not be manufacturing mistake and be at first-class quality. The goods is manufactured according to international standard (ISA) or equivalent standard applied in country of origin and suitable with Annexes of contract.
4.2 Basing on specification of each equipment, the Buyer has to pay attention to environment condition in Vietnam. All equipments must be suitable with tropical climate in Vietnam.
4.3 The goods have Certificate of Quality and Certificate of finished goods of manufacturer
4.4 All weilding points of gasifier body, pipelines, steam drum must be tested to check the leaking of gas before painting and packing. Testing results must be recorded by photos and enclosed with equipments.
4.5 Joining points of flange must be assembled by amiang gasket
4.6 Power instruments of control system must be Omron or Siemen. All control system must be supplied enough of signal cable, connection cable from electric cabinet to equipments.
4.7 Motors of pressure adding pumps, water pumps, air fans, hydraulic oil pump have IP index of ≥ 66
4.8 The materials used for the manufacture of the equipment and workmanship therefore as well as technical execution and assembly must be of the high quality.
All the main equipments, coal gas pipeline, pressure devices must be absolutely safe.
ARTICLE 5: CONTRACT VALUE AND PAYMENT TERMS
5.1 Total contract value: USD
Total contract value is:
The total contract value is fixed and not adjustable until completion of contract execution except for changes specified in Article 17 of this contract.
5.2 The prices as specified are understood to be DAF Huu Nghi Quan port, in accordance with INCOTERMS 2000 by ICC, and included following:
- Machines, equipments (including: packing, marking, and painting), listed in the
Annex 1, Annex 2 which is considered as an integral part of the contract
- 20 good technicians for installation and kiln modification, operation and technology transferring.
5.3 Payment terms:
5.3.1 Payment shall be in USD and shall be made in the following way:
5% of total contract value equal to USD is paid as down payment by T/T from the date of signing contract, then the contract come into effect.
75% of total contract value equal to USD is paid by T/T when the goods arrives Huu Nghi Quan border gate, before custom clearance.
15% of total contract value equal to USD is paid by T/T after signing Final Acceptance of Protocol
5% of total contract value equal to USDis paid by T/T after The Seller submits a Certificate of Guarantee valued 5% total contract amount with validity of 12 months from signing Protocol of Final Acceptance (during guarantee time).
5.3.2 Seller’s bank information as following:
Bank: Shenzhen Development Bank Co.,Ltd. Qingdao Branch
Beneficiary: QINGDAO CHINABRIDGE IMPORT & EXPORT CO., LTD.
5.3.3 Buyer’s bank information as follows:
ARTICLE 6: CONDITIONS AND TIME OF DELIVERY
6.1 The machines and equipments of F3.2m two-stage cold coal Gas Station will be manufactured after receiving the down payment from the buyer, the period of manufacturing is 40 days. It is estimated to take 15 days for packing and transporting to Huu Nghi Quan border gate.
6.2 The Seller delivers the Goods on DAF Huu Nghi Quan border gate basis in accordance with the INCOTERMS 2000 published by ICC.
6.3 Partial shipment is allowed
Transshipment (if any) is allowed.
6.4 The date of the Cargos Receipt is considered as the delivery date of the goods.
6.5 Delivery notice:
6.5.1 After the goods leaves the Seller's factory, the Seller will inform the Buyer the trucks numbers and the time when the goods arrives Huu Nghi Quan.
6.5.2 After the arrival of the Goods at the Huu Nghi Quan -Vietnam, the Buyer has the right to check quantity and quality of all goods, the Seller can dispatch representative at site when inspecting.
ARTICLE 7: PACKING AND MARKING
7.1 The Goods shall be delivered in standard packing for export goods. All equipments and parts must be marked as follows and suitable with packing list:
- Name of goods
- Quantity of parts, equipments
7.2 The goods (gasification equipments) easily damaged should be packed with oil paper wrapping and polyethylene materials as inner packaging, outer packing should be used packing box.
Big parts, super big parts and irregular form parts shall be packed suitable with the transportation by truck.
7.3 The volume and weight of the single packing box shall be suitable for loading and transporting by crane, auto cars, trucks, and manpower.
7.4 Before packing the appropriate antirust and protective measures for the goods are to be taken in order to protect them from damages or corrosion. according to the seller’s requirement.
7.5 The Seller shall deliver to the Buyer, together with the Goods, the instruction handbooks relevant to the purchased equipment and must specify the number of boxes in each container.
7.6 The marking must be clearly done in indelible paint, and not less than five (5) centimeters, unless restricted by the size conspicuously mark on the site of the package appropriate international marks according to difference characteristics and the requirement for transportation, loading and unloading of the Goods.
Marking shall be as follows:
HANOI CERAMIC TILES COMPANY
Contract No. Item No.
Consignee (Name and address):
Port or Place of loading (exit):
Place of destination: Huu Nghi Quan, Vietnam
Gross weight (kg) Net weight (kg)
Dimension: length (cm) Width (cm) Height (cm)
Position of Centre of gravity (+)
Package No. / Total number of packages
The above marking shall be on all documents forwarded to the Buyer
ARTICLE 8: TECHNICAL ASSISTANCE FOR ERECTION, MACHINE TEST AND COMMISSIONING PERFORMANCE TEST FOR ACCEPTANCE OF THE PLANT
8.1 The Seller has to send 20 good experienced technicians to the factory for installation, kilns modification, operation and technology transferring. Total time is 45 days.
8.1.1 Before coming to Vietnam for technical service, the Seller must send to the factory all technical documents which are 2 sets in English including all information and instructions related to the necessary tools and equipments for installation and operation according to article 11.4 stated below.
Operation process includes followings:
- Process of Unloading test operation
- Process of Loading test operation
- Process of Problem handling
- Process of Operation state change
- Process of Chemical test
- Process of Safety at operation
8.2.2 Before erection, packages shall be opened for checking with the presence of the factory and the Seller’s representatives. In case components mentioned in the packing lists are found missing or damaged, a report signed by the Factory’s and the Seller’s representatives shall be made, also giving detailed descriptions of the packages at the time of checking.
8.2.3 Before the erection work begins, the Seller’s technical personnel shall give detailed descriptions of the methods and requirements of the erection. During the erection, the technical personnel shall give technical instructions to the erection work and take part in the inspection and test of erection quality of all the equipment，Important technical instructions by the Seller’s technical personnel shall be submitted in written form.
8.2.4 After the accomplishment of erection, the representatives of both parties shall make inspection and sign the Certificate of Completing the installation.
8.3 Machine test and commissioning performance test (in 2-3 days)
8.3.1 After signing the Certificate of Completing the Installation, both parties shall carry out no load test. A certificate for the test run will be signed by the representatives of both parties which include:
+ Testing the movement of the single standard machine.
+ Testing all mechanical and electrical connections.
8.3.2 After the accomplishment of the test run, the machinery will be put into load test operation.
8.3.3 Before starting the commissioning, the Factory shall make available sufficient skilled personnel including the personnel for operation, maintenance, testing and local supply.
8.3.4 Within the following 7 days from the successful completion of the performance test, the
Factory and the Seller will sign the Protocol of Final Acceptance basing on the technical specifications mentioned in Annex 3.
ARTICLE 9: INSURANCE
The Seller shall buy insurance policy for the Goods inside China under the contract for
110% PCT (one hundred and ten percent) of the total invoice value, covering all risks.
ARTILCE 10: GUARANTEE
10.1 The Seller should design and manufacture the equipments according to technical drawings
and related standards of P. R. China.
The guarantee period for the plant shall be twelve (12) months after installation. During this period, the Seller undertakes to supply the new equipment or spare parts for repair and replacement of damaged parts and/or machines due to faults in designs and/or manufacturing at the Seller’s cost.
10.2 The Buyer must promptly inform the Seller in written form of any possible problems arising form this guarantees.
10.3 Within 10 days from receiving notice of the Buyer, the Seller should send experts to Buyer’s plant for maintenance and replacement due to design and manufacture errors. If over 10 days from receiving notice of the Buyer the Seller does not send experts or/and concerned materials for repairing, the Buyer can go ahead repairing by themselve. All concerned repair costs will be paid by the Seller without complaint.
10.4 The Seller has to send to the Factory a Certificate of Guarantee valued 5% total contract amount through the Buyer’s bank as soon as signing the Final protocol of Acceptance.
ARTICLE 11: OBLIGATIONS OF THE SELLER
The Seller undertakes to fulfill all his Contractual obligations as follows:
11.1 To supply all machines, equipment and related services for the plant in accordance with ANNEX 1 “Φ3.2m×1 two-stage cold coal gas station quotation list” in sufficient quantities, quality and types.
11.2 To establish a timing schedule immediately after effective date of contract as the agreement reached by both sides, which secures the contract. And this timing schedule will rule the performance of the contract.
11.3 To supply equipments according to the contract on the basis of DAF Huu Nghi Quan port in conformity with Article 6 of this contract. The Seller is also required to state clearly the followings:
● Origin and technical specifications of each equipment.
● Timing schedule of delivery
● Drawings, catalogues and necessary certificates
11.4 The Seller will have to provide the Buyer the following technical data and drawings each in 3 copies in order to allow the Buyer to prepare work for construction, assembling and commissioning of the equipment as follows:
● Drawings for the construction of foundation and workshop of the machinery, designs of the pipeline from the station to the Buyer’s 2 kilns ,02 vertical driers and 01 sprayer within 10 days from the date of signing contract.
● Technical data relating to the using of electrical power, water, compressed air within 10 days from the date of this contract coming into force.
● All instruction manuals of the machines supplied by the Seller within 10 days from the date of this contract coming into force.
ARTICLE 12: OBLIGATIONS OF THE BUYER
The Buyer undertakes to fulfil all his Contractual obligations as follows:
12.1 To provide the Seller with basis and necessary data and documents signed by the Buyer and related to the plant for the Seller’s designing and setting up the list of equipment and materials for the plant. The Buyer is to be responsible for the correctness of the documents.
12.2 To carry out all the import procedures and other necessary permits and approval by Vietnam government for signing and implementing the contract.
12.3 After receiving all goods, the Buyer should inform the Seller 15 days ahead of installation so that the Seller could transact visa and other necessary procedures.
12.4 To clear place for the erection site, arrange the necessary equipment, materials and manpower required for the work and make possible the beginning of the erection according to the timing schedule agreed by both parties. The Buyer must strictly comply with design documents provided by the Sellers in order to make sure quality of installation
To guard the erection site and goods that are delivered and materials for the Seller’s Expert (s) work. If any equipments and material were lost, the Buyer would take all responsibilities.
Some equipments easily damaged by humidity and force, easily fragile should be kept in room.
The Buyer should take measure to make sure personal safety at work of technicians at the seller side and their possessions.
To provide the labors force to fulfill the necessary requirements as to follow the timing schedule. If the labors force is not satisfactory to the Seller, the lost cost by delay of execution should be borne by the Buyer.
12.5 To assist the Seller’s experts to carry out necessary entry procedures such as entry visa, permit for working, etc. to come to Vietnam.
12.6 To assist the Seller’s experts, in case of their illness and accident, access to medical facilities, the Medical expenses should be borne by the Seller.
12.7 The Buyer will bear safety wears for the Seller’s technicians during they work in Vietnam.
12.8 To provide constant raw materials for operation of the plant.
12.9 To provide necessary storage facilities for storing process equipment and other erection materials during erection time.
For the technical assistance, the Buyer will bear :
+ Fees for transportation inside Vietnam for installation, operation and performance. The Buyer will pick up the Seller’s technicians at the airport (in case of travelling by air) or at Vietnam-China border (in case of travelling by road or by train)
+ Cost for accommodation : The Buyer will rent a house which is near the Buyer’s factory for technician. Breakfasts, lunches and dinners will be taken in the Buyer’s factory’s canteen.
+ Pocket money for technician is 10 USD per day for each person
ARTICLE 13: FORCE MAJEURE.
13.1 All occurrences and circumstances which happen after the Contract has come into force due to unforeseen and unavoidable facts of an extra ordinary character beyond the will and control of the Contracting parties hereto such as fire, natural calamity, war, strike etc... and with directly affect the fulfillment of the whole and/or part of the Contractual obligations are to be considered as cases of FORCE MAJEURE.
13.2 If the contact can not be put into effect due to FORCE MAJEURE, the contract shall automatically be extended with a new annex.
13.2.1 The party who can not carry out contract due to force majeure shall inform the other party thereof by fax immediately but not more than twenty (20) days after the commencement of such force majeure and termination thereof and confirm it within seven (07) days of the date of such fax by registered e-mail letter.
ARTICLE 14: TAXES AND DUTIES
When the Seller intends to bring all necessary instruments, materials and equipment into Vietnam for their performance, they must notify the Buyer of it and be accepted in advance by the Buyer in order that the Buyer can arrange the customs formalities for temporary importation.
All taxes and other duties due to performance of this contract incurred outside of Vietnam shall be at the Seller’s charge, any one incurred inside of Vietnam shall be at Buyer’s charge.
ARTICLE 15: CONFIDENTIAL TREATMENT AND SECRECY
The Seller retain the ownership of studies, drawings, models and any documents issued and communicated to the Buyer, or of which the Buyer may have had knowledge in fulfilment of the contract. Such information and documents may be used by the Buyer and exclusively for execution of the Contract.
These documents and information(including the content of the contract) shall be treated as confidential and shall not be distributed, published or generally communicated to any third parties without prior permission in writing by the Seller.
The Seller shall retain the exclusive ownership of the studies performed by the same, or by its representatives or subcontractors, for execution of the contract.
ARTICLE 16: CONCILIATION, ARBITRATION
If at any time during the validity of this contract any question, dispute or difference shall arise between the parties, either party shall, as soon as reasonably practicable give to other party notice in writing of the existence of such question, dispute or difference specifying its nature and point at issue. The parties shall settle such matter amicably first.
All the disputes arising from and/or by this contract shall be finally settled according to the rules of Conciliation and Arbitration of the International Chamber of Commerce. The place of the Arbitration shall be in Vietnam International Economic and Trade Arbitration Commission.
The arbitrators are authorized to judge impartially and their judgement shall be final conclusive and binding on the parties hereto.
The cost of arbitration shall be shared as determined by the Arbitrator(s).
ARTICLE 17: CHANGE AND AMENDMENT OF CONTRACT
17.1 Change of contract
The Buyer can send to the Seller notices of change for the contract as follows:
- Extending the supply of goods and services
- Design drawings and specification of goods according to the contract
- Transporting and package method
- Delivery time and services supply time
17.2 Amendment of contract
If the amendment of contract is the reason of increase or decrease of costs and time for the Seller to proceed any works according to contract, the contract value will be amended accordingly.
17.3 If any changes or amendments of contract articles is not agreed in writing and be signed of contractual parties, it will not be valid.
ARTICLE 18: CONTRACT DOCUMENTS
The following form documents indispensable parts of this Contract:
· The Contract
· Amendments or supplement in written form signed by the Seller and the Buyer.
ARTICLE 19: PERFORMANCE SECURITY
After signing contract, the Seller has to deliver a Performance Security issued by a famous bank of China with amount of 10% total contract value to the Purchaser to guarantee Seller’s performance of the contract to be signed.
ARTICLE 20: LIQUIDATED DAMAGES FOR CONTRACT VIOLATION
21.1 The Seller agrees to pay for the Buyer as follows:
21.1.1 Liquidated damages due to the delay of delivery and services
Any delay of the shipment due to the Seller’s fault, the following liquid damage will be applied:
· No liquidated damage will be applied for 2 weeks delay.
· 1% of total contract value for the delayed goods of every 2 weeks next.
· 0.5% of total contract amount per day due to the delay of delivery after the Buyer already pays 75% total contract value when the goods arrives Huu Nghi Quan.
21.1.2 The liquidated damages due to non – achievement of designed capacity.
- The two first weeks after the 30 days from the Performance Test if performance capacity is lower than the guaranteed capacity, the 0.25% contract value shall be paid by the Seller as liquidated damage.
- For the third week, if performance capacity is still lower than guaranteed capacity, the Seller shall be paid 0.5% contract value for every week.
Total amount of liquidated damages due to non-achievement of designed capacity shall not exceed 5% of total contract value.
21.2 The Buyer agrees to pay for the Seller the arising cost caused by the late payment of 75% total contract amount when the goods arrives Huu Nghi Quan.
ARTICLE 22: EFFECTIVENESS OF THE CONTRACT
The present Contract will be considered as the tie when it is signed by both the Buyer and the Seller. However, the contract will come into effect upon fulfilment of all the following conditions:
· The Buyer receives Performance security of 10% total contract value
· The Seller receives the deposit of 10% total contract value.
The contract is made in seven (08) original copies in English with same valid.
FOR AND ON BEHALF FOR AND ON BEHALF
OF THE BUYER OF THE SELLER