成套设备出口合同范本附

1、Contract for Exporting Mining EquipmentContract No. _This Contract is made and entered into on the 15 th,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

2、 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 Equipment des

3、ign, erection, commissioning, operation and maintenance. Now it is hereby mutually agreed as follows:Article 1Definitions1.1“ Acceptance” means the Buyer accepted the Equtipmenaccordance with Article xx.1.2 “ Commissioning ” means the operation of the Equipment in accordance with Article 9.4 for the

4、 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 intoforce uponfu

5、lfillment 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 connectingparts to their posit

6、ions according to the design drawing.1.7 “ Job Site ” means the site where the Equipment shall betedlocand/or erected, namely Mass Iraq Cement Plant.1.8 “ LastShipment ”means the shipment with which the accumulated invoice value of shipped goods has reached 100 percent of the total the Equipment pri

7、ce.1.9 “ PerformanceTest ”means the tests for examining whether the Equipment is able to meet guarantee figures .1.10 “ TechnicalDocument ”means the technical indices, specificat ions, drawings, manual and instructions related to the design, erection, test-run, commissioning, acceptance, operation a

8、nd maintenance of the Equipment to be provided by the Seller.1.11“ Technical Service” means the technical instruction, assistancendguidance rendered by theSeller.1.12“ Technical Training” means the trainingbyrenderedtheSeller.1.13 “ Test Run ” means the initial run of a single machine or the whole s

9、ystem of the Equipment without materials.1.14 “ WarrantyPeriod ”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 2Scope of the Contract2.1 The Seller s Obligation s des

10、ign, Erection, Commission, operation and maintenance. sx trainees. as per Appendidesign, 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 Buyer s ObligationArticle 3Price3.1 T

11、he 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 Te

12、chnical Document is _.accordance with INTERNA TIONAL RULES OF THE INTERPRETATION OF TRADE TERMS (INCOTERMS), 2000 edition, issued by the INTERNA TIONAL CHAMBER OF COMMERCE (ICC). s request,Sellerth may provide with any other spare parts. A separate agreement will be signed between two parties.3.3 Th

13、e total Contract price cover the Technical Service fee and Technical Training fee.Article 4Payment4.1 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 th

14、e Buyer .4.2The 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 Seller s Bankin favor of the Seller. The Letter of Credit shall

15、be available upon the presentation of the following documents:(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 copie

16、s4.3 All the banking charges incurred in the Seller s bank shall be born byle thoseSeller whi incurred outside the Seller s bank shall be born by the Buyer.Article 5Delivery5.1 The Delivery of the Equipmentfrom the Effective Date of Contract.Buyer a preliminary delivery schedule by Email.Not later t

17、han _ ( ) days before the first shipment, the Seller shall submit to the Buyer thefinal delivery schedule in three (3) copies indicating Contract number, dispatch number, name ofthe Equipment, quantity, approximate dimensions, volume of each package and time of each shipment.Equipment to be supplied

18、 by the Seller.(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/cases(a) Bill of Lading(b) Commercial Invoice(c) Packing List(d) Certificate of Or

19、igin(e) Insurance Policy.5.2 The Late Delivery of the EquipmentSeller 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

20、(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 week_ ( ) percent of t

21、he value of the delayed portion Equipment.obligations. 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 DocumentEffective Date of the Contract.inf

22、orm the Buyer of the Contract number, item number, number and date of airway bill and the flight. sreason, the Seller shall make supplement to the Buyer within 40days after receiving the Buyer swritten notification without any charge.5.4 The Late Delivery of Technical Document(a) From the first week

23、 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

24、ninth week, the liquidated damages shall be _ ( ) percentof the value of the delayed portion of Technical Document per week.obligations. Notwithstanding the Seller makes the payment of the liquidated damages for the Technical Document, the Seller shall not be released obligation to deliver the Techn

25、ical Document.Article 6Packing 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(

26、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, “ Handlewith Care", “ RightSide Up",“ Fragile"or other indicative marks accor

27、ding 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 loadin

28、g, 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 weigh

29、t (kg)(e) Item number(f) Dimensions: L x W x H (cm)Article 7Standards and Inspection7.1 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 People Republics of China, namely GB.7.2 It is mutuallyag

30、reed by both parties that the Equipment supplied by the Seller shall beinspected by the Entry- Exit Inspection and Quarantine Bureau of the People s Republic of Chinaand that the Certificate of Inspection shall be deemed as the effective evidence of the quantity andquality of the Equipment. The insp

31、ection fee shall be on the Seller s 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

32、the presence of the Sellerrepresentatives at his own expenses on the Job Site.The Buyer shall informthe Seller of the date one (1) month before the date of open caseinspection and shall also render assistance to the Seller s inspectors in their inspection work.7.5 During the joint open-case inspecti

33、on, 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 th

34、e Seller.7.6 Ifany missing, defect of or damage to the Equipment is found in open-case inspectionattributable to the Buyer s responsibility or fault, or any third party's (such as carrier's or insurer's)responsibilityor fault, the Seller shall make repair, replacement or supplement at th

35、e Buyer sexpenses 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 Equipmentwithout the Seller s prior written consent.If there is not joint open case inspection due to the Buyer s reason, the quantity an

36、d apparentquality of the Equipment shall be deemed correct and in perfect condition.Article 8Design 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 m

37、eeting 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 a

38、n agreement outlining the design details.8.3 During the design liaison meeting, the Seller and the Buyer shall provide assistance to the other dispatched personnel in arranging entry visas to the respective countries. The expense incurred on the dispatched personnel shall be borne by the party respe

39、ctively.Article 9Erection, Test Run, Commissioning, Performance Test and Acceptance9.1 The Erection, Test Run, Commissioning, Performance Test shall be conducted by the Buyer with the assistance of the Seller as per Appendix 6.9.2 Chief Representatives9.3 Erection and Test Run s ChiefresentativeRep

40、shall arrive at the Job Site 10 days prior to the beginning of the Erection.9.3.4 Ifthe Test Run fails due to the Seller reason, the Sellershall make necessary repair,replacement and/ormodifications to the Equipmentas quickly as possible at the Sellercostswithinthe periodof time agreed upon by bothp

41、arties. Afterrepair, replacementand/ormodification, the Test Run shall be carried out again as soon as possible.originals, one for each party, within three (3) days. The date of signing the said Certificates shall be deemed as the date of completion of Test Run of the Equipment.9.4 Commissioning and

42、 Performance TestIn the opinion of both parties, the Equipment is ready for the Commissioning, both parties shall confirm the readiness for the Commissioning in writing.the readiness for the Commissioning. The Commissioning period shall 10 days after commencement of the Commissioning. s reason, the

43、Buyer shall agree to give an extension of one months so that the Seller can make improvement or adjustment to the Equipment and conduct further Performance Test. All the costs and expenses for making improvement or adjustment to the Equipment shall be borne by the Seller.reason, the Seller shall pay

44、 the liquidated damages as per Appendix 5 to the Buyeragainst theAcceptance Certificate signed by both parties.The Seller s aggregate liability to pay liquidated damages for failure to attain the performance sguarantees shall not exceed _ ( ) percent of the Equipment price.9.5 Acceptance(b) Erection

45、 and Commissioning has not been completed du e to the Buyer sreason such as delayed civil construction, lack of raw materials, spare partsand utilities in the _ ( ) months from the date of Bill of Lading of the LastShipmentnotice,s issue such Acceptance Certificate.notice,s the Buyer fails to issue

46、theAcceptance Certificate or fails to informthe Seller inwriting of the reasonable reason whytheBuyer has not issued the Acceptance Certificate, the Equipment shall be deemed to have beenaccepted at the date of the Seller s said notice. s responsibilities and obligations under the Contract shall bed

47、eemed to have been fulfilled except stipulated in Article 10.Article 10Guarantee and Warranty10.1 The Seller guarantees that:(a) The Equipment supplied by the Seller shall be new and made of adequate materials, and free of defects(b) The Technical Document shall be complete, clear and correct10.2 Th

48、e period of warranty given by the Seller under Article 10.1 shall be 12 months from the date of Acceptance or 16 months from the date of Last Shipment, whichever comes earlier.10.3 Defect of the EquipmentThe Seller shall take immediate action to eliminate the defect at the Seller s expenses the peri

49、od agreed by both parties.the defective parts by non- defective parts at the Seller s costs and expenses.occurred shall be on the Seller s account against the Seller s prior written consent. s improper operation or maintenance, the Seller will provide technical assistance to eliminate the defect or

50、replace the defected parts, the costs and expenses thus occurred shall be on the Buyer s account.(a) Combination of the Equipment with any machinery, and/or component other than those supplied by the Seller(b) Alteration, modification or repair without the Seller s prior written consent(c) Failure o

51、f the Buyer to follow the Technical Document and instructions ofthe Seller, including the Buyer s improper operation and maintenance(d) Normal wear and tear10.4 During the Warranty Period, should Technical Document supplied by the Seller be found incomplete, unclear or incorrect, the Seller shall be

52、 liable to supplement, replace or correct the Technical Document free of charge.10.5 In no circumstances shall any party be liable for indirect incidental or consequential damage to the other party, including loss of profit and production.10.6 Notwithstanding anything to the contrary provided in the

53、 Contract, the aggregate liability of the Seller to the Buyer under Article 5 and any other liability under this Contract shall not exceed_ ( ) percent of the total Contract price.Article 11Intellectual Property Right11.1 In order to put the Equipment into normal operation, the Seller grants a non-e

54、xclusive and non- transferable license of know- how, other technical information related to the Equipment s design, Erection, Commission, operation and maintenance, which the Seller provides and discloses to the Buyer during the implementation of the Contract period.11.2 The Seller represents that it is authorized to grant th