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1、Purchase Contract(LD-CP1-SHC-PCD-210)BetweenSINOHYDRO Corporation CP1 ProjectAndGulf lights Electrical Engineering W.L.LFORInternal Arc Fault Type Test for 11KV 31.5KA AIS SwitchboardsIndex1. Definitions .2. Preamble3. Price.4. Taxes/Duties.5. Terms of Payment6. Scope of Works.7. Validity of Price a

2、nd Change in Items/Quantity8. Materials9. Delivery.10. Transport.11. Storage.12. Late Delivery and Penalty13. Specifications14. Tests & Inspection.15. Quality/Inspection/Testing.16. Defects.17. Warranty/Guarantee18. Defects Liability Period (DLP).19. Operation & Maintenance 20. Assignment an

3、d Sub-contracting21. Risk and Title.22. Insurance.23. Health and Safety.24. Force majeure.25. No Waivers.26. Suspension.27. Termination of the Contract.28. Patents & Copyrights.29. Packing.30. Case Markings.31. Labeling and instructions.32. Arbitration.33. Law Governing Contract.34. Others .35.

4、Appendixes36. Effect.37. Confidentiality.Purchase ContractContract No: LD-CP1-SHC-PCD-210Date: 16-02-2016The Buyer:SINOHYDRO CORPORATION SINOHYDRO LUSAIL CP1 PROJECT, QATAR (hereinafter referred to as the “Buyer”)Add:1km Off Palm Road, 5km North from Ritz-Carlton Hotel Roundabout, North of West Bay

5、Lagoon, Doha, Qatar. P.O.BOX:23928Contact:Mr. Chunyang Li TEL: 00974 44901486 FAX: 00974 44901483Mobile: 00974 70175818E-mail: leey.sinohydrob3, yl.sinohydrob3The Seller:Gulf Lights Electrical Engineeing W.L.L (hereinafter referred to as the “Seller”)Add: P. O. Box 2071，Doha, QatarContact: Mr. Muham

6、med SalimTEL: 00974 4469 9683/4/5/7 FAX: 00974-4469 9686Mobile: 00974 5514 1180E-mail: salimThis contract is made between the Buyer and the Seller, whereby the Seller agrees to complete Internal Arc Fault Type Test for Tamco Manufactured 11KV 31.5KA AIS Switchboards for the buyer, in accordance with

7、 the terms and conditions stipulated below:1. Definitions1.1 “The Contract” shall mean these Conditions and the documents listed therein.1.2 “the Products/Services” shall mean the Products/Services described in the Contract (including any replaced Products/Services and spare parts) and the term the

8、Products/Services shall whenever the context permits include any work or services performed under the Contract by the Supplier or any of its sub-contractors in connection with or incidental to the Products/Services.1.3 “The Site” means Lusail CP 1 Project site where the actual work is executed.1.4 “

9、The Manufacturer” means “Tamco Switchgear (Malaysia) SDN BHD”, hereinafter called as “Tamco”.1.5 “The Main Contractor” means Sinohydro for whom the Seller has undertaken to execute the Works or any part thereof.1.6 “The Buyer” shall mean the company described in the order i.e. M/s. SINOHYDRO LUSAIL

10、CP1 PROJECT.1.7 “The Seller shall mean the company described in the order i.e. M/s. Gulf Lights Electrical Engineeing W.L.L to whom the order is issued.1.8 “The Works” shall mean the works for and in connection with which the Products/Services are required.2. PreambleIt is understood that the Seller

11、 has studied all relevant tender specifications, documents and/or drawings applicable for this product and the materials fully comply with the same unless specifically mentioned otherwise in the Contract. It is also understood that the Products/Services provided under the scope of this Contract will

12、 be in full compliance with the Qatar Rules/Regulations and Practices/other concerned local statutory authorities such as Kahramaa etc.3. Price3.1 Total Contract amount is USD 800,000.00, namely, US dollar Eighty Hundred Thousand Only. The amount shall include all kinds of taxes, loading charges, tr

13、ansportation charges, manpower charges, materials cost and insurance etc.3.3.13.2 The price of the Products/Services shall be as stated in the Contract and except as otherwise agreed in writing between the parties shall be the total compensation payable to the Seller under the Contract.3.3 The Buyer

14、 reserves the right to set off any sums in respect of which the Seller may be indebted or in default to the Buyer whether or not in connection with the sale or supply of the Products/Services. 4. Taxes/DutiesAll taxes and duties in the country of manufacture/seller and the country of project unless

15、otherwise specifically excluded/mentioned elsewhere in the Contract are deemed to be included in the price.5. Terms of Payment100% LC as follows:l 20% immediate (within 10days from LC established date);l 50% payment (within 10days from the date of BOL) from dispatch of switchboards to CESI-Italy;l 2

16、5% payment: 1 week before the Type test commence date;l 5% payment: 1 week from receipt of official approval letter/certificate from Kahramaa.6. Scope of WorksScopes of works includes carrying out and completing the Internal Arc Fault Type Test for Tamco Manufactured 11KV 31.5KA AIS Switchboards as

17、per latest Kahramaa specifications and compliance to the applicable international standards & local authorities as applicable. The final official approval letter/certificate from Kahramaa will be the only evidence regarded as the completion of Internal Arc Fault Type Test and the only proof to r

18、elease the last 5% payment. Once the Type Test was approved by Kahramaa, Gulf Lights should complete the modification work as Kahramaa approval on existing 11KV, 31.5KA AIS Switchboards at Lusai CP1 site without any charge from Sinohydro in two weeks.7. Validity of Price and Change in Items/Quantity

19、7.1 The unit rates shall remain valid till end of the project for Buyer to give the Seller the final Quantity against each size. The buyer has the right to change, add or delete quantities/sizes during the contract period, till completion of the project at agreed prices stated in the Contract.7.2 Th

20、e Seller shall not make any variations in the design, materials or method of manufacture of the Goods, nor substitute other parts or fitments for any proprietary or special parts or fitments ordered by the Buyer without the prior written consent or request of the Buyer.7.3 Where the Contract or any

21、part thereof is terminated, any payments already made by the Buyer shall be returned to the Buyer.7.4 Any adjustment to the Contract price occasioned by any variation shall be ascertained and determined at the same level of pricing as that stated in the Contract.7.5 Variations shall be confirmed by

22、amendment to the Contract, signed by or on behalf of the Buyer and issued to the Seller.8. Materials8.1 The Goods shall be securely and properly packed and, in accordance with any instructions given by the Buyer and delivered to the address specified in the Contract. The Seller shall give reasonable

23、 notice to the Buyer of the time of delivery.8.2 It is a condition of the Contract that the Seller shall deliver the Goods at the date and/or within the time or period stated in the Contract.8.3 Subject to Sub-clause 8.1 above, the Seller shall give the Buyer immediate notice of any potential delay

24、in delivery.8.4 Without prejudice to any of the Sellers obligations under the Contract, the Seller and its sub-contractors shall at all times allow persons duly authorized by the Buyer to enter upon the premises where the Goods or any part thereof is being manufactured or any work in connection ther

25、ewith is being carried out and shall provide such programs, schedules, reports and other information as the Buyer may require to monitor the progress of the Goods and to satisfy the Buyer that all practicable measures have been and are being taken to meet the due date and/or time of delivery.8.5 Del

26、ivery in installments or separate consignments shall be permitted only with the prior consent in writing of the Buyer and only in accordance with the terms of such consent, and such permission, if given shall not entitle the Seller to claim payment prior to delivery of the whole of the Goods, unless

27、 otherwise expressly agreed in writing by the Buyer. 9. Delivery9.1 Delivery will be arranged as the Tamco quotation mentioned.9.2 Request for approval of shipment should be submitted to the Buyer .The delivery only can be arranged after getting approval from the Buyer.10. Transport10.1 The Seller s

28、hall transport all contract materials to designated place as Tamco quotation mentioned.10.2 The Buyer shall make available to the Seller such assistance in unloading as has been included in the Contract and is confirmed by the Seller to the Buyer in writing seven days prior to delivery of the Goods.

29、 The Goods shall not be treated as having been delivered to the Place of Delivery until they are safely unloaded and taken over by the Buyer. 11. StorageIf the Buyer is not able to accept delivery of the Goods on the due date:11.1 The Seller shall at its own risk, (but subject to reimbursement as pr

30、ovided in Sub-clause 11.3 of this Clause) if the Buyer so requests, store the Goods at suitable premises, advising the Buyer beforehand of the particulars of such proposed storage.11.2 The Seller shall insure the Goods for their full replacement value on all risks terms acceptable to the Buyer in th

31、e joint names of the Seller and the Buyer and shall notify the Buyer of such insurance cover.11.3 Subject to receiving a certificate of insurance in a form acceptable to the Buyer, the Buyer shall reimburse the Seller in respect of all reasonable storage and handling charges and insurance premiums s

32、o incurred or paid.12. Service/Products Delay and PenaltyShould the Seller fail to make the Test on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 24 of this Contract, the Buyers shall agree to postpone the Test on condition that the Seller agrees to p

33、ay a penalty which shall be deducted from the amount of the Contract. The penalty, however, shall not exceed 10% of the total value of the contract involved in the late delivery. The rate of penalty is charged at 0.5% of the value of delayed Products/Services for every seven days, odd days less than

34、 seven days should be counted as seven days. In case the Seller fail to make delivery five weeks later than the time of delivery stipulated in the Contract, the Buyers shall have the right to cancel the contract and the Seller, in spite of the cancellation, shall still pay the as foresaid penalty to

35、 the Buyers without delay.13. Specifications13.1 The proposed materials/systems from Seller shall be brand new and totally compatible as per the approved technical submittal and any discrepancy on delivered items shall not be acceptable.13.2 The Supplier shall fully comply with specifications/docume

36、nts as listed in Clause 34 incorporating the Employers/Consultants/Project managers comments on the Suppliers submittal.13.3 Interference Suppression: All equipment/material must be adequately suppressed in order to reduce interference with Radio and radar equipment to a minimum.14. Tests & Insp

37、ection14.1 All routine tests as per the Specifications /manufacturers standard/ quality assurance plan shall be carried out at the manufacturers cost at their works on the respective pieces of item supplied by the Seller, before dispatch. 14.2 The materials delivered to our site store will be inspec

38、ted by the Buyer / the Employers representatives/ Consultants on delivery and at every stage of execution at site. The defective material noticed at site at any stage, shall be replaced within seven days of written instruction, without any cost impact to the Buyer. 14.3 Factory test certificates/tec

39、hnical data and information shall be furnished by the Seller without any extra cost and delay, whenever required.15. Quality/Inspection/Testing15.1 The Seller shall provide free supervision for the testing/commissioning and/or installation or including Handing over to End-User/Client.15.2 Inspection

40、 does not relieve Seller of his responsibilities under this contract especially towards performance, guarantee and workmanship.15.3 All Goods (including raw materials and unfinished goods) shall be fit for the purpose for which they are intended and will satisfy all performance specifications and ot

41、her requirements in accordance with the Contract and of first class materials, workmanship and design and to the satisfaction of the Buyer and the Owner.15.4 All Goods shall comply in all respects with the terms of the Contract and all warranties or representations given or made on behalf of the Sel

42、ler or implied at law. For the avoidance of doubt any express warranty or guarantee given by the Seller shall extend to parts and labour and shall apply until expiry of a period of five years from the date of project handover (incorporating the Goods) are completed, accepted and put into use by the

43、Owner.15.5 The Seller shall satisfy itself that it understands the Buyers requirements in order to comply with the obligations contained in Sub-clause 15.3 above and also to prevent delay caused by any work which may be necessary to meet the Buyers requirements. The cost of any such work shall be bo

44、rne by the Seller.15.6 Without prejudice to the provisions of Sub-clause 15.5 of this Clause, the Seller shall at its own expense carry out such inspections and tests of the Goods as may be required for the purposes of ensuring that the Goods are (i) safe and without risks to health when properly us

45、ed and (ii) in full compliance with the Contract.16. Defects16.1 If, on inspection or test, (whether at any time prior to or after delivery) in manufacture or use, any Goods are found to be faulty in quality, damaged, defective, or not to comply with these Conditions (including Goods damaged in tran

46、sit), the Buyer may, at its option:(i) reject the whole or any part of the Goods in which event any payment previously made therefore shall be refunded to the Buyer or(ii) Require the Seller at its own cost either to replace the Goods or to rectify any defect.16.2 In addition to its remedies under S

47、ub-clause 16.1 above the Buyer shall be indemnified by the Seller against all loss, damages, costs, charges, expenses or claims (including without limitation any claims by third parties) arising by reason of any failure of the Goods to comply with any term of these Conditions whether expressed or im

48、plied by statute, common law, custom or otherwise or by reason of any act or omission of the Seller, its servants, agents or sub-contractors in the performance of the Contract.16.3 Any inspection, test, checking or approval by or on behalf of the Buyer (or any failure to inspect, test, check, approv

49、e or make any complaint to the Seller), shall in no event be construed as acceptance of any of the Goods supplied or work or services performed by the Seller or any of its subcontractors and shall in no way relieve the Seller from any obligation or liability under the Contract or otherwise.17. Warra

50、nty/GuaranteeAll items shall be under the Sellers comprehensive warranty for a period of xxx years from the date of Handover certificates or issue of Final Acceptance Certificate whichever is later by the Buyer.18. Defects Liability Period (DLP)The DLP period in accordance with the main contract is

51、xxx years from the practical completion and/or the hand over date of the project.19. Operation & Maintenance Manual20. Assignment and Sub-contracting21. Risk and Title21.1 In no circumstances shall the risk of damage to or loss or destruction of the Goods pass to the Buyer prior to delivery of t

52、he Goods to the Place of Delivery.21.2 Title in the Goods or any part thereof shall pass to the Buyer on their being appropriated to the Contract or on delivery of or on payment for the Goods or any such part whichever is the sooner. Any Goods for which the Buyer has paid but which have not been del

53、ivered shall be clearly identified as the property of the Buyer and stored in safe and suitable conditions and in accordance with any instructions given by the Buyer.22. Insurance22.1 The Seller shall at its own expense effect and maintain throughout the performance of the Contract(i) such insurance

54、s as the Seller may be required to effect and maintain by law;(ii) “all risks” insurance for the full replacement value of the Goods and other items while they remain at the Sellers risk;(iii) insurance in respect of liability for death of or injury to third parties or loss of or damage to third par

55、ty property to at least statutory requirements.22.2 The Seller shall provide the Buyer upon request with details of all insurance cover for the time being held by it in relation to the Goods and the Sellers obligations under the Contract.23. Health and SafetyThe Seller is to comply with the latest legal and statutory obligations in respect of Health and Safety at Work in respect of design, manufacture, import, supply, erect and install of articles and substances to ensure, so far as is reasonably