国外项目分包合同样本-(中英对照)

1、精选优质文档-倾情为你奉上精选优质文档-倾情为你奉上专心-专注-专业专心-专注-专业精选优质文档-倾情为你奉上专心-专注-专业分包合同协议SUBCONTRACT AGREEMENT该合同签订于2014年_月_日，签订地址：_THIS AGREEMENT is made the _ day of _2014,at_合同双方BETWEEN甲方：是在_法律下单独构成、成立的一个公司，其公司总部在：_在（国家）注册的办公室在：地址 （以下称为“承包商”）M/s Xinjiang Beixin Road & Bridge Group Co., Ltd a company duly organized a

2、nd existing under the laws of the _ having its Head Office at _ and registered Office in (Country)at (address) (hereinafter referred to as Contractor ) of the one part;及乙方：_其办公室位于_（以下称为“分包商”）AND _Whose office is situated at _(hereinafter referred to as the Subcontractor ) of the other part.鉴于1.承包商已经

3、与_业主(以下称为“业主”)签订了一个合同（以下称为“主合同”）关于执行_(项目名称)_(以下称为“项目”)的施工合同。工程师是_(工程师名称) （以下称为“工程师”）。WHEREAS 1.The Contractor has entered into a Contract (hereinafter referred to as the “Main Contract”) with (Employer) , (hereinafter referred to as the Employer ) for the Construction Contract for (Project Name) (he

4、reinafter referred to as the “Project”). The Engineer is (Engineer) (hereinafter referred to as the “Engineer”). 2.承包商已经出标分包工程范围为_（以下称为“分包工程”）由承包商施工主合同工程（以下称为“主合同工程”）的部分工程，其分包工程按照主合同规定的条款及条件实施除非本分包合同（以下称为“分包协议或分包合同”）有其他规定，及2.The Contractor has offered to sublet certain works with scope of _(hereinaf

5、ter referred as “Subcontract Works”) which as part of works to be executed by the Contractor under the Main Contract (hereinafter referred to as the “Main Contract Works”), under the terms and Conditions as described in the Main Contract unless otherwise stated in this Subcontract Agreement (hereina

6、fter referred to as the Subcontract Agreement or Subcontract) to the Subcontractor and3.同时分包商已经同意作为分包商执行该工程，并同意完成分包工程的施工及维修，其分包工程在承包商的指示及监督下实施，并严格按照分包商合同规定的条款执行及业主与承包商签订的主合同条款实施工程。 3.While the Subcontractor has agreed to execute the said works as Subcontractor, and to complete and maintain the propo

7、sed part of the Subcontract Work herein agreed, under the direction and supervision of the Contractor and strictly in accordance with the provisions stipulated in the Subcontract as well as Main Contract signed in between the Contractor and the Employer.4.构成合同的文件应认为是互相说明的。为了解释的目的，文件的优先次序如下：4.The doc

8、uments forming the Subcontract are to be taken as mutually explanatory of one another. For the purposes of interpretation, the priority of the documents shall be in accordance with the following sequence:分包协议a) The Sub Contract Agreement中标函b) Letter of Acceptance备忘录（如果有）c) Memorandum of Understandin

9、g (if any)d) 分包合同特殊条款d) Particular Conditions of Sub-Contracte) 分包合同一般条款e) The General Conditions of Sub-Contractf) 应用于该分包合同的主合同一般条款及特殊/特定条款、规范及图 f) General and special/Particular Conditions, Specifications and Drawings of Main Contract, applicable to the present Sub-Contract agreementg) 标价的工程量清单g)

10、The priced Bill of Quantitiesh) 履约保函h) Performance Security任何由承包商通知的其他分包合同文件Any other document regarding sub-contract and notified by the Contractor.如果以上各文件之间存在任何分歧，应该由承包商进行书面澄清。If an ambiguity or discrepancy is found in the documents, the Contractor shall issue any necessary clarification or instru

11、ction. 5. 考虑到承包方付给分包商的各项款额，分包商特此立约向承包方/业主保证遵守合同的各项规定实施和完成工程，并修补其任何缺陷。5. In consideration of the payments to be made by the Contractor to the Subcontractor as indicated in this Agreement, the Subcontractor hereby covenants with the Contractor/the Employer to execute the Works and to remedy defects th

12、erein in conformity in all respects with the provisions of the Contract.6. 鉴于分包商执行、完成工程及工程维修，承包商由此保证按照合同规定时间及方式向分包商支付。6. The Contractor hereby covenants to pay the Subcontractor in consideration of the execution and completion of the Works and the remedying of defects therein, the Contract Price at

13、the times and in the manner prescribed by the Contract.此立据。本协议书于上面所定的日期，由合同双方根据各自的法律签署订立，开始执行。IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed in accordance with their respective laws on the day, month and year indicated above.For and on behalf of the ContractorFor and

14、 on behalf of the Subcontractor Signed by: Signed by: Witness:Witness: 中标通知书Letter of Acceptance致：中标单位（分包商） 日期：To: XXX (name of Subcontractor) Date: 关于实施_项目分包工程_中标通知书Subject: Letter of Acceptance for Subcontract Works _for Project of XXX 贵单位所提交的关于实施_项目分包工程的报价，现已经由我方审核通过，分包合同金额为:_（大写：_）。This is to no

15、tify that your bid offer for execution of the subcontract works _ for Project of XXX as estimated accepted subcontract price is equivalent of _(in words: Say _only) is hereby checked and accepted by the undersigned of this company. 请贵方根据合同条款第7条规定按照我方提供的保函格式在收到该中标通知书后的_天内提供中标金额10%的银行保函。In pursuant to

16、 the clause 7 of the Subcontract Agreement, you are requested to furnish the Performance Security as per the specified and accepted of this company with an amount of 10% of the accepted subcontract price within _ days of receipt of this Letter of Acceptance. 特别提醒：如果贵方在收到该中标通知书后28天内未向我方提供要求的保函，则认为贵方自

17、动放弃履约本分包工程，则双方前期签订的分包合同协议书（或其他意向书）及该中标通知书将视为无效。Special Notes: If you are fail to provide the required Performance Security within 28 days after receive this LOA, and then you are considered to waive to performance this subcontract works by yourself, therefore the signed Subcontract Agreement (or the

18、 signed Letter of Intent) and this LOA is hereby shall become void. 新疆北新路桥集团股份有限公司Xinjiang Beixin Road & Bridge Group Co., Ltd 中标通知书的签收 Receipt of the Letter of Acceptance (LOA)分包商代表名字： _ Received by the name of representative:_分包商代表职务：_ Position of the representative:_分包商代表签字：_ Signing & Stamp:_现在同

19、意并签收该中标通知书。Acknowledgement this LOA and received by the Subcontractor签收日期：_ On the day of _DD_MM_YY. 第D部分-分包合同特殊条款Section D-Particular Conditions of Subcontract Agreement分包合同数据 Data for Subcontract Agreement 项目 Items 参考通用合同条款 reference to clause of General Conditions数据 Data承包商名称 Name of Contractor 地

20、址及联系方式 Address and Contact Clause 1.1分包商的名称 Name of Subcontractor 地址及联系方式Address and ContractClause 1.2业主名称Name of EmployerClause 1.3工程师名称Name of EngineerClause 1.4开工日期 Date of Commencement of Subcontract WorksClause 3.1 Within 14 days of Commencement Date完工期限Time for Completion Clause 3.2 _日历天 cale

21、ndar days 缺陷责任期Defected Liability PeriodClause 22.4365天(calendar days)适用法律Applied LawsClause 25主要语言Applied LanguageClause 25英语 English 交流及合同语言Govern Language for communication and Subcontract AgreementClause 25英语 English 履约保函Performance GuaranteeClause 7应开具占合同金额10%的无条件银行担保 10% of Subcontract Price i

22、n form of unconditional Bank Guarantee 工程延期损失及最大限额Delay Damages & Max. amount for delay damagesClause 3.5.3每天扣取最终合同金额的0.1%，延期最大损失限额10%0.1% (one tenth percent) of the Subcontract Price & Max. delay damage amount is limited as 10% of Subcontract Price暂定金额Provision Sum 无 Nil分包合同调差表Cost Adjustment Table

23、 Clause 9.3 不可调 NO Adjustable 动员预付款Mobilization Advance PaymentClause 9.1分包合同金额 %Sum of % Subcontract Agreement Price预付款分摊返还比例Mobilization Refund Installation Clause 9.1. %Deduct % from IPCs保留金百分比Ratio of Retention MoneyClause 10.1每份支付证书的10%10% deduct from each IPC保留金限额Limited Retention Money Clause

24、 10.1合同金额的5%5% of Subcontract Agreement Price中期支付证书最低额度Min. Amount of IPCClause 9.3分包合同价格的5%5% of the accepted subcontract agreement price延期付款利率Delay interest rateClause 11.1无 Nil分包商提供的保险Insurance of the Subcontractor Clause 19设备、人员及第三方责任险Insurance for Subcontractors Personnel, Machinery/Equipment &

25、 The Third Party Liability特殊条款 Particular Provision 以下特殊合同条款（PC）将作为通用合同条款（GC）修正和补充。当通用条款与特殊条款出现分歧时，应以特殊条款为准。The followings Particular Conditions and clauses (PC) are set forwarding to form as amendment and supplement of the General Conditions (GC) of the Subcontract Agreement. Any disputes arise bet

26、ween the General Conditions and the Particular Conditions of this Subcontract Agreement then the Particular Conditions shall be prevailed.第E部分-分包合同一般条款Section E-General Conditions of Subcontract Agreement Section E General Condition of Subcontract AgreementContents Definition and Explanation the “Co

27、ntractor”the “Subcontractor”the “Employer”the “Engineer”the “Main Contract” the “Subcontract Works”the “Subcontract Agreement”the “Subcontract Price”the “Drawings”the “Specification”Scope, Content and Manner of Execution 2.1 Scope of Subcontract Works2.2 Content of Subcontract Works2.3 Manner of Exe

28、cution of Subcontract Works3. Date of Commencement and Time for Completion 3.1 Commencement of Subcontract Works 3.2 Time of Completion for Subcontract Works 3.3 Working Program 3.4 Reasonable Extension of Time for Completion 3.5 Delayed by Subcontractor 4. General Provisions4.1 Binding of the Main

29、Contract4.2 Subcontractors Site Inspection 4.3 Subcontractors Indemnify4.4 Subletting of the Subcontract Works4.5 Setting Out 4.6 Execution of the Temporary Works 5. The Contractor 5.1 Contractors Right of Access5.2 Contractors Site Supervision5.3 Right of the Contractor5.3.1 Right of Inspection5.3.

30、2 Reducing or Increasing 5.3.3 Right of the Contractor to Charge 5.3.4 Removal of the Subcontractors Employee6. The Subcontractor6.1 Subcontractors Superintendence 6.2 Subcontractors Cooperation 6.3 The Third Party Liability of the Subcontractor6.4 Obey Instruction of the Contractor and Engineer 7.

31、Performance Guarantee7.1 Providing of Performance Guarantee7.2 Expire and Extension of Performance GuaranteeRelease of Performance Guarantee8.Subcontract Price8.1 The Priced Bill of Quantity8.2 Taxes9. Subcontract Price and Payment9.1 Mobilization Advance9.2 Material Advance9.3 Adjustment in Escalat

32、ion of Cost9.4 Application of Interim Payment Certificates9.5 Final Bill9.5.1 Preparation and Submission of the Final Bill9.5.2 Payment of Final Bill10.Retention Money10.1 Deduction of the Retention Money10.2 Refund of Retention Money11. Contractors Default11.1 Delay Payment11.2 Termination of the M

33、ain Contract12. Subcontractors Default12.1 Execution of Works12.2 Subcontractors Bankruptcy or Regroup12.3 Working Progress12.4 Fail to Follow Orders12.5 Penalty on Subcontractors Default 13 .Termination of Subcontract Agreement13.1 Termination due to Employers Reason13.2 Termination due to Subcontr

34、actors Reason14. Supply of Drawings & Documents14.1Preparation & Supply of the Drawings14.2 Hand over the Drawings & Documents15. Variation16. Value of Variations17. Material, Machinery and Workmanship 17.1 Supply of Material17.2 Contractor Instructs to Removal 17.3 Inspection from the Employer/Engi

35、neer/Contractor17.4 Contractors Control 17.5 Increasing of Insufficient Resource17.6 Property in Materials and Plant18. Staff and Labour19. Insurance19.1 Insurance of Machinery/Equipment and Personnel of the Subcontractor19.2 Insurance for Subcontractors All Risk and Third Party Liability20. Safety

36、Construction and Environment Protection Policy21. Handing/Taking Over of the Subcontract Works21.1 Testing on Completion 21.2 Preparation of As-Built Drawings and Documents21.3 Taking Over Certificate21.4 Defects Liability Period 21.5 Defects Liability Certificate/Performance Certificate22. Specific

37、 Risks23. Notices and Claims 24. Applied Laws and Language25. Amendments 26. Settlement of Disputes Confidentiality General Condition of Subcontract AgreementDefinition and ExplanationIn this Subcontract Agreement (as hereinafter defined) the following words and expressions shall have the meanings h

38、ereby assigned to them, except where the context otherwise required:1.1“Contractor means M/s Xinjiang Beixin Road & Bridge Group Co., Ltd(which as defined in the Subcontract Data)as contractor in the Main Contract accepted by the Employer& named as “Contractor” in the Subcontract Agreement and inclu

39、des its authorized representatives, legal successors and any assignees.1.2 “The Subcontractor” means the party which has signed this Subcontract Agreement with the Contractor for the execution of the Subcontract Works and includes its authorized representatives, legal successors, but not any assigne

40、es.1.3 “Employer means the person named as employer in the Subcontract Data and the legal successors in title to this person.1.4“Engineer means the person appointed by the Employer to act as the Engineer for the purposes of the Contract and named in the Subcontract Data, or other person appointed fr

41、om time to time by the Employer and notified to the Contractor.1.5 “Main Contract” means Contract signed between the Contractor and the Employer, including its contract documents, specification and any supplements as issued for constitution of documents for the Main Contract. 1.6 “Subcontract Works”

42、 means the works as described in Clause 2 of this Subcontract Agreement, and includes all the works undertaken by the Subcontractor as well as any maintenance works after the completion and during the Defect Liability Period.1.7 “Subcontract Agreement” means this Subcontract Agreement signed by the

43、Contractor and the Subcontractor, along with any appendixes, amendments, variations and supplementary files.1.8 “Subcontract Price” means the sum specified in Clause 8 of this Subcontract Agreement as payable to the Subcontractor for the works as are set forth in BOQ and also subject to such additio

44、ns thereto and deduction therefrom as may be made under the provisions hereinafter contained.1.9 “Drawings” means design drawings provided by the employer and detailed construction/shop drawings & As-Built Drawings provided by subcontractor and approved by the Engineer, and covers all drawings, calc

45、ulation, samples, patterns, models, operation and maintenance manuals or other technical information of similar nature.1.10 “Specification” means Specifications mentioned in the Main Contract and any specification provided by the Engineer or Contractor to be applied for this Subcontract Works.Scope,

46、 Content and Manner of Execution of Subcontract Works2.1 Scope of the Subcontract WorksThe Scope of the Subcontract Works shall be as specified in the Letter of Acceptance or section/scope designated by the Contractor.2.2 The Content of the Subcontract WorksThe contents of the Subcontract Works are

47、as listed in bill of quantities of this Subcontract Agreement and any measures including any works for incorporate in the permanent works as any auxiliary works, temporary works & buildings, providing security protection, and etc. as required in the Main Contract, and any other works hereafter may b

48、e instructed by the Engineer or Contractor for full completion of the Subcontract Works.2.3 The Manner of Execution All work to be done under the Subcontract Agreement shall be executed in the manner set out in the specifications, or where not so set out, to the satisfaction of the Contractor and/or

49、 Engineer, and all the Subcontract Works on site shall be carried out in accordance with such reasonable directions as the Engineer may give through the Contractor.The Commencement, Time for Completion, Working Progress & Delay 3.1 Commencement of Subcontract WorksWithin 14 days of receipt the writt

50、en Commencement notice from the Contractor, or such other period as may be agreed in writing, that the Subcontractor shall commence to execute the subcontract works as soon as is reasonably practicable after the Commencement Date, and shall then proceed with the subcontract works with due expedition

51、 and reasonable arrangement as planned in the provided Working Schedule and without delay.3.2 Time for Completion The Time for Completion of the Subcontract Works is specified in the Subcontract Data which in accordance with the scope of the subcontract works (as limited as clause 2) upon mutual con

52、sent of the Contractor and the Subcontractor, and the Subcontractor shall complete the Whole of Subcontract Works to reach the satisfaction and approval of the Contractor and/or Engineer. Working Program 3.3.1 Submission of Working ProgramThe Subcontractor shall submit a detailed working program to

53、the Contractor within 15 days after signing of this Subcontract Agreement for approval of the Contractor to be formed as part of the Subcontract Agreement; and the Subcontractor must strictly follow the approved Working Program to execute the works. The Subcontractor is deemed to have made fully con

54、sideration of climate, physical, society and etc. reasons may effects execution of the subcontract works for preparing of the Working Program. 3.3.2 Revised Working ProgramDuring implement of the Subcontract works, if the subcontractors working schedule is lagged 15% of the submitted Working Program

55、 then the Contractor will require the Subcontractor to revise the original Working Program which under the condition that without extension of the Time for Completion, the Subcontractor should increase quantity of the related resource as machinery/equipment, manpower and etc. to recover the lagged p

56、lan as per the Revised Working Program. For ensurance of completion the Subcontract Works in the limited duration the Subcontractor may be titled to subject two chances to revise the working program. If the site progress of the subcontract works is still not matching to the latest revised working pr

57、ogram then it shall be subjected to Clause 3.5. Reasonable Extension of Time for CompletionThe Subcontractor shall be entitled subjected to an extension of the Time for Completion if the construction progress is delayed by any of the following causes:(a) A variation of increasing quantity- during im

58、plement of the subcontract works if the increased quantity of key activities is accepted and considered by the Contractor or Engineer for time extension. (b) By the reason of unforeseeable or force majeure that seriously affect the planned working program. (c) By any circumstances or occurrence (oth

59、er than a breach of this Subcontract by the Subcontractor), entitling the Contractor to an extension of his time for completion of the Main Works under the Main Contract; or(d) Other circumstances duly accepted by the Contractor that have an influence to the planned working program. In any such even

60、ts as this clause then the Subcontractor can submit application for extension of Time for Completion, the Contractor will make valuation of the request and take consideration of performance of the Subcontractor and other circumstances to consent and approve. However, the approval of extension of the