技术进口合同范本(英文)

　 技术进口合同范本 ( 英文 ) 来源：商务部服务贸易和商贸服务业司

　Contract for Equipment Sales and Technology Licensing

　Contract No.

　This Contract (hereinafter referred to as the

　“Contract ” ) is made and entered into as of (the date of signature ) in (the place of signature) through friendly negotiation by and between , a company incorporated

　and existing under the laws of

　 with its registered address at -

　, and with its principal place of business at

　(hereinafter referred to as the “ Buyer ” ), and

　 , a company incorporated and existing under the laws of the

　People ’ s Republic of China with its registered address at -

　 ， and with its principal place of business at

　 (hereinafter referred to as the “ Seller ” ).

　Whereas,

　the Buyer

　desires to

　engage the Seller to provide the Equipment, related design, Technical Documentation, Technical Service and Technical Training and to obtain from the

　Seller a license of

　Patent and/or Know-how in relation

　to the Erection, Test

　Run, Commissioning, Performance Test ，operation and maintenance for the Equipment, as well as manufacture of the Contract Products. Now it is hereby mutually agreed as follows:

　Article 1 Definitions

　1.1 “ Acceptance ” means the Buyer accepted the Equipment in accordance with Article 11.5. 1.2 “ Commissioning ” means the operation of the Equipment in accordance with Article 11.4 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 “ Contract Products ” refers to all types of the products manufactured with

　Patent and/or Know-how under

　the Contract, details of which

　are specified in Appendix 1. 1.5 “ Destination Airport ” refers to Airport.

　1.6 “ Effective Date of the Contract ” means the date when the Contract enters into force upon fulfillment of all the conditions stated in Article 18.1. 1.7 “ Equipment ” means the equipment, machinery, instruments, spare parts and materials supplied by the Seller as listed in Appendix 3. 1.8 “ Erection ” means placing the Equipment to the positions according to the design drawings, and connecting it with relevant equipment and utilities.

　1.9 “ Improvement ” refers to new findings and/or modifications made in the validity period of

　the Contract by either party on Patent and/or Know-how in the form of new designs, formulas, recipes, ingredients, indices, parameters, calculations, or any other indicators.

　1.10 “ Job Site ”means the

　site where the

　Equipment

　shall be located and/or erected, namely . 1.11 “ Know-how” refers to any valuable technical knowledge, data, indices, drawings, designs and other technical information, concerning

　the Erection, Test Run, Commissioning,

　Performance Test ， operation and maintenance for the Equipment as well as manufacture of the Contract Products, developed

　and owned or

　legally acquired and possessed by the Seller and disclosed to the Buyer by the Seller, which is unknown to either public or the Buyer before the Date of Effectiveness of this Contract, and

　for which appropriate protection measures have been taken by the Seller for keeping Know-how in secrecy. The specific description of Know-how is set forth in Appendix 3. 1.12 “ Last

　Shipment ” means the

　shipment with which

　the accumulated invoice value of shipped goods has reached ( ) percent of the total Equipment price. 1.13 “ Patent ” refers to any and all of the effective patent rights possessed by the Seller and licensed to the Buyer under the Contract in connection with the

　Erection, Test Run, Commissioning, Performance Test,operation and maintenance for the Equipment, as well as manufacture of the Contract Products, the No. and list of which are set forth in Appendix 3. 1.14 “ Performance Test ” means the tests for examining whether the Equipment is able to meet guarantee figures specified in Appendix 1.

　1.15 “ Technical Documentation ”

　means

　the

　technical

　indices

　and

　data, specifications,

　 drawings,

　 processes,

　 technical

　and

　 quality

　standards,

　and

　 other documents carrying the descriptions and explanations of Patent, Know-how and other technical information, in connection with the Erection, Test Run, Commissioning,

　Performance Test ， operation and maintenance for the Equipment, as well as manufacture of the Contract Products, to be provided by the Seller as listed in Appendix 4.

　1.16 “ Technical Service ” means

　the technical instruction, assistance and guidance rendered by the Seller as per Appendix 6.

　1.17 “ Technical Training ” means the training rendered by the Seller as per Appendix 7. 1.18 “ Test Run ” means the initial run of a single machine or the whole system of the Equipment without materials.

　1.19 “ Warranty Period ” means the period of the warranty given by the Seller as specified in Article 12.2, during which the Seller is responsible for the defects of the Equipment as per Article 12.

　 Article 2 Scope of the Contract

　2.1 The Seller ’ s Obligation

　2.1.1 The Seller shall supply

　the

　Equipment,

　provide

　the

　design,

　Technical Documentation, and conduct the Technical Service and Technical Training, and grant the Buyer a right to use the Patent and/or Know-how as set forth in the Contract.

　2.1.2 The Seller shall supply the Equipment which is listed in Appendix 3, the specification is detailed in Appendix 1. 2.1.3 The Seller shall provide design in accordance with Appendix 5, and submit to the Buyer the Technical Documentation listed in Appendix 4.

　2.1.4 The Seller shall conduct the Technical Services at the Job Site as per Appendix 6. 2.1.5 The Seller shall conduct the Technical Training as per Appendix 7.

　2.2 The Buyer ’ s Obligation

　2.2.1 The Buyer shall at his own costs and expenses, provide the Seller with all

　information and data concerning the design as per Appendix 2. The Buyer shall ensure the completeness, correctness and accuracy 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 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， Commissioning and Performance Test in accordance with the Technical Documentation under

　the Technical Services rendered

　by the Seller as per Appendix 6.

　2.2.4 The Buyer shall at his own costs and expenses, supply all the equipments,

　spare parts and facilities required, except for the Equipment supplied by the Seller as per Appendix 3. 2.2.5 The Buyer shall at his own costs and expenses, provide the qualified and appropriate technical personnel, labor, tools, utilities and the Job Site in time for Erection, Test Run,

　Commissioning, and Performance Test as specified in Appendix

　2.

　2.2.6 The Buyer shall at his own costs and expenses, perform necessary administration and security guard at the Job Site.

　 Article 3 Grant of License

　3.1 The Seller agrees to grant to the Buyer and the Buyer agrees to obtain from the Seller a license to manufacture the Contract Products as well as to conduct Erection, Test Run, Commissioning, Performance Test, operation and maintenance for the Equipment with Patent and/or Know-how as well as to use and sell the Contract Products. The name, model,

　specification, and technical data of

　the Contract Products

　are detailed in Appendix 1. The Buyer shall not make use of Patent and/or Know-how for any purposes other than those stipulated in the Contract without prior written approval from the Seller. The annual output of the Contract Products manufactured by the Buyer shall in no case exceed . 3.2 (Option 1)

　The license granted under the

　Contract shall be an exclusive license.

　The Seller shall not retain its right to grant the licenses to any third parties,

　or

　to

　explore Patent and/or Know-how as well as to

　sell the

　Contract Products by itself within the territory specified in Article 3.4. (Option 2) The license granted under the Contract shall be a non-exclusive

　license. The Seller shall retain its right to

　grant the licenses to

　any third parties, and to explore Patent and/or Know-how as well as to sell the Contract Products by itself within the territory specified in Article 3.4.

　3.3 The license granted under the Contract shall be a non-transferable and non-sublicensing license, under which

　the

　Buyer shall neither

　be entitled to transfer nor grant sub-license to any third party without prior written approval from the Seller.

　3.4 Territory

　3.4.1 The Seller

　agrees

　to

　grant the license to

　the Buyer only within the territory of

　(country or region). The Buyer shall not explore Patent and/or Know-how in any place other than the Job Site without previous written consent of the Seller. 3.4.2 The Seller agrees to grant a license to the Buyer to use and sell the Contract Products only within the territory of (Country or region). In case the Buyer fails to perform its obligations under this Clause, all the actual losses and damages thus incurred to

　the

　Seller shall be

　borne by the Buyer, and the Seller shall have the right to terminate the Contract without prejudice to any remedies specified in the Contract.

　Article 4 Price

　4.1 The Buyer agrees to pay the total Contract price, Technical Training and Technical Service fee to the Seller.

　4.2 The total

　Contract price,

　including

　price of the

　Equipment,

　design, Technical Documentation and a license fee in a fixed

　amount, shall be

　 (say

　 only).

　The breakdown price is as follows:

　The price for Equipment is

　(say

　only). Fee for design is (say

　only). Fee for Technical Documentations is

　(say

　 only).

　License fee is (Say: only)

　4.2.1 The total Contract price for the Equipment is for delivery CIF Port, and the Technical Documentations is for delivery CIP (by air) Airport. CIF and CIP term shall be interpreted in accordance with INCOTERMS 2000, issued by the INTERNATIONAL CHAMBER OF COMMERCE (ICC). 4.2.2 The total Contract price includes the price for spare parts listed in Appendix 3. However, the total Contract price does not cover the supply of any other spare parts. At the Buyer ’ s request, the Seller may provide with any other spare parts. A separate agreement shall be signed between the parties.

　4.2.3 The above price is fixed and firm.

　4.3 The total Contract price does not cover the Technical Service fee and Technical Training fee specified in Appendix 6,7. 4.4 The total Contract price as well as the Technical Training and Technical Service fee shall

　not be regarded or in any way be explained or interpreted as covering any of the custom duties, taxes, or charges, fees, and expenses unless expressly listed in the Contract.

　 Article 5 Payment

　5.1 Down Payment

　Within ( ) days after signing the Contract, the Buyer shall pay ( ) percent of the total Contract price amounting by T/T to the Seller.

　......................The Beginning of Option.......................

　5.2 [Option One: Payment by Sight L/C]

　The balance of the total Contract price amounting ( says only ) shall

　be paid by an irrevocable Letter of Credit at

　sight, issued within

　( ) days after signing the Contract by a reputable bank in

　acceptable to the Seller in favor of the Seller. The Letter of Credit shall be available upon the presentation of the following documents till (specific expiration date or a specific circumstance for the expiration of the Letter of Credit). 5.2.1

　 ( ) percent of the total Contract price amounting (say only) shall be paid by the Buyer to the Seller within days after the following documents have been submitted by the Seller: (a) Bill of Lading in one (1) original and ( ) copies;

　(b) Commercial Invoice in one (1) original and ( ) copies;

　(c) Packing list in one (1) original and ( ) copies;

　(d) Certificate of Origin in one (1) original and ( ) copies;

　(e) Insurance Policy in one (1) original and ( ) copies;

　5.2.2

　 ( ) percent of the total Contract price amounting (say only) shall be paid by the Buyer to the Seller within days after the following documents have been submitted by the Seller: (a) One (1) copy

　of the Acceptance Certificate

　signed

　by the Buyer as per Article 11.5, or

　the Seller

　’ s written statement

　specifying

　the lapse of more

　than seven (7) days after the

　Seller ’ s

　notice requesting the

　Buyer

　to issue the Acceptance Certificate in accordance with Article 11.5; (b) One ( 1 ) copy of commercial invoice.

　5.2.3

　 ( ) percent of the total Contract price amounting (say only) shall be paid by the Buyer to the Seller within days after the following documents have been submitted by the Seller: a) One (1) original Letter of Retention Guarantee in the form of Appendix 10;

　b) One (1) copy of Commercial Invoice.

　5.2 [Option Two: Payment under a L/G]

　The balance of the total Contract price amounting (say only ), plus

　interest for deferred payment in the amount of

　(say

　only ), totaling

　(say

　only ) as detailed in Appendix 12 shall be paid by the Buyer by installments as specified in Appendix 12 and backed by an irrevocable Letter of Guarantee in favor of the Seller as per the Appendix 11, issued within ( ) days after signing the Contract by the reputable bank in acceptable to the Seller. ......................The End of Option.......................

　5.3 All the banking charges incurred in the Seller

　’ s bank shall be borne by the Seller while those incurred outside the Seller ’ s bank shall be borne by the Buyer.

　 Article 6 Delivery of Equipment and Technical Documentation

　6.1 The Delivery of the Equipment

　6.1.1 The delivery of the

　Equipment

　listed in Appendix 3 shall be completed within

　( ) months from the Effective Date of the Contract.

　6.1.2 Within

　(

　) months after the Effective Date of the Contract, the Seller shall send to the Buyer a preliminary delivery schedule by fax. 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.

　6.1.3 The port of shipment is , while the port of destination is .

　6.1.4 Advance shipment, partial shipment and transshipment are

　allowed, however, the Seller shall inform the Buyer thirty (30) days before such shipment. 6.1.5 The date of Bill of Lading for each shipment shall be considered as the actual delivery date. 6.1.6 The Seller shall notify the Buyer by fax 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/cases

　6.1.7 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.

　6.2 The Late Delivery of the Equipment

　6.2.1 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 week 6.2.2 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.

　6.2.3 The Seller shall be released from the liability to the Buyer whatsoever

　in respect of

　the late delivery after his payment of liquidated damages in accordance with Article 6.2. Notwithstanding the Seller

　 ’s payment of the liquidated damages for the late delivery Equipment, the Seller shall not be released from

　his obligation

　to deliver the Equipment.

　6.3 The Delivery of the Technical Documentation

　6.3.1 The Technical Documentation listed in Appendix 4 shall be delivered CIP

　airport by air within ( ) months after the Effective Date of the Contract.

　6.3.2 The date of airway bill shall be regarded as the actual delivery date of the Technical Documentation. 6.3.3 Within ( ) working days after sending each lot of the Technical

　Documentation, the Seller shall inform the Buyer

　of

　the Contract number,

　item number, number and date of airway bill and the flight. 6.3.4 In case of shortage, loss of or damage to the Technical Documentation due to the Seller ’ s reason, the Seller shall make supplement to the Buyer within

　(

　)

　days after receiving the

　Buyer ’ s written notification without any further charge.

　Article 7 Packing and Marking

　7.1 The Equipment shall be packed to withstand long distance transportation, multiple handling. 7.2 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)

　7.3 Each package shall contain one (1) copy of packing list.

　7.4 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. 7.5 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

　facilitate loading, unloading and handing. 7.6 All Technical Documentation 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 8 Technical Service and Technical Training

　8.1 The Seller shall dispatch technical personnel to Job Site to render Technical Service in accordance with Contract according to a time schedule agreed upon between both parties. The number, specialty, rank, treatment of the personnel, and payment as well as the contents, and requirements of Technical Service are specified in Appendix 6. 8.2 The Buyer shall have the right to send its technical personnel to the relevant factory selected by the Seller for training. The number, speciality, treatment of the personnel, and payment as well as the contents, time schedule, and requirement of training, are specified in Appendix 7. 8.3 Either party

　shall provide assistance to

　the

　other

　party ’teschnical personnel

　in

　their

　application for

　visa,

　working permit, and/or

　other necessary formalities for rendering Technical Service or training under the Contract in the other party ’ s factory. 8.4 Either Party ’ s technical personnel shall abide by the loafwth se other party ’ s country and the regulations of the other party during their stay in the other party

　’ s country.

　 Article 9 Standards and Inspection

　9.1 The Seller shall carry out the design, manufacture, inspection and test of the Equipment

　according to

　the existing standards of the People ’ s Republic of China, namely GB.

　9.2 The Seller or the manufacturer shall, at his own costs and expenses, inspect the Equipment and issue the ex-work quality certificate. 9.3 The open-case inspection of the Equipment shall be performed by the Buyer in the presence of the Seller ’ s representatives on the Job Site in days after the arrival of the Equipment at the Job Site. The open-case inspection fee shall be borne by the Buyer. 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

　Seller ’ s representatives in their inspection work.

　9.4 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. Any of such claims shall be lodged by

　the

　Buyer within

　month(s) after the arrival of the Equipment at the Job Site.

　9.5 If any shortage, defect of or damage to the Equipment is found in open-case

　inspection not attributable to the Seller ’ s responsibility, the Seller shall make repair, replacement or supplement at the Buyer

　’ s expenses in accordance with the separate agreement signed by both parties.

　9.6 The Buyer is not entitled to open the case, assemble and/or disassemble the Equipment without the Seller ’ s prior written consent.

　If there is no joint open case inspection due to the reasons not attributable to the Seller, the quantity and apparent quality of the Equipment shall be deemed correct and in perfect condition.

　 Article 10 Design and Design Liaison

　10.1 The Buyer shall provide to

　the

　Seller within

　(

　)

　days after the Effective Date of the Contract, all the design data which shall be taken as the design basis. The Seller shall not be liable to the Buyer for, and the Buyer shall indemnify the

　Seller and hold the Seller harmless from any damages or failure caused by the incompleteness, incorrectness and/or inaccuracy of any such information and data. 10.2 A design liaison meeting shall be held in the ( ) month after receiving above mentioned design data, 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 outlining the design details. 10.3 During the design liaison meeting, the Seller and the Buyer shall provide

　assistance to the other ’ s dispatched personnel in arranging entry visas to the respective countries. The expense incurred on the dispatched personnel shall be borne by the party respectively.

　Article 11 Erection, Test Run, Commissioning, Performance Test and Acceptance

　11.1 The Erection, Test Run, Commissioning, Performance Test shall be conducted by the Buyer. 11.2 Chief Representatives

　11.2.1 Each party shall nominate one (1) Chief Representative to deal with the technical matters during the period from the start of the Erection to Acceptance of the Equipment. 11.2.2 Detailed arrangements shall be made through friendly discussions by the

　Chief Representatives of both

　parties. The Chief Representatives of

　both

　parties shall fully cooperate to carry out their duties stipulated in the Contract, however they

　have no right to

　revise, alter or

　amend the Contract without the

　written authorization of both parties. 11.2.3 The Chief

　Representatives

　of

　both parties shall communicate through Linking Sheet

　for

　the matters relative to opinions, suggestions and information. The linking sheet shall be countersigned by the other party. 11.3 Erection and Test Run

　11.3.1 The Erection shall be completed by the Buyer in ( ) days from the

　effective date of the Contract. The Seller ’ s Chief Representative shall arrive at the Job Site ( ) days prior to the beginning of the Erection.

　11.3.2 When Erection is completed and in full conformity with requirements of

　the

　Technical Documentation, a Certificate of

　Completion for Erection of the Equipment shall be signed by the Chief Representatives of both parties in two (2) originals, one for each party, within three (3) days. The date of signing said Certificate shall be deemed as the date of completion of Erection. 11.3.3 As soon as the completion of Erection, Test Run for single machine and the whole system of the Equipment shall be started. 11.3.4 WhenTest

　Run has been successfully performed, a Certificate of Completion for Test Run of the Equipment shall be signed by the Chief Representatives of both parties in two (2) 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. 11.4 Commissioning and Performance Test

　11.4.1 Within

　( ) days after the completion of

　the Test

　Run, the Buyer shall make available qualified operation and maintenance personnel, raw materials, spare parts, utilities and other matters required for the Commissioning. Detailed procedures such as instrument calibrating, items of recording, sampling methods and analyzing methods, which are necessary for the Commissioning shall be discussed and agreed upon by the Chief Representatives of both parties. If in the opinion of both parties, the Equipment is ready for the Commissioning, both parties shall confirm the readiness for the Commissioning in writing.

　11.4.2 The Commissioning of the Equipment shall be started immediately after the confirmation of the readiness for the Commissioning. The Commissioning period shall

　 ( ) days after commencement of the Commissioning.

　11.4.3 When the Seller and the Buyer consider that stable operation of the Equipment has been achieved, the date of Performance Test shall be fixed by Chief Representatives of both parties.

　11.4.4 The Seller shall have the right to access to the laboratory and testing

　facilities in order to take samples and make analytical tests. The sample taking and analytical test during the Commissioning period will be done in the presence of the Chief Representatives of both parties.

　11.4.5 During the period of Commissioning until Acceptance of the Equipment, the

　Seller may use the Buyer ’ s stored spare

　parts. Should the Buyer ’ s stored spare parts be

　used by the Seller due to

　the Seller ’ s responsibility,

　the Seller shall

　replenish the stores with the same in time at Job Site; otherwise the Seller shall provide the same at the Buyer ’ s costs upon the Buyer ’ s timely request.

　11.4.6 If the result of Performance Test has reached the guarantee figures as per Appendix 1, the Acceptance Certificate of the Equipment shall be signed by the Chief Representatives of both

　parties in two (2) originals, one for each party, within three (3) days. 11.4.7 If the

　Performance Test

　cannot

　meet guarantee figures specified in Appendix 1, both parties shall jointly make investigations so as to find out the reason for clarifying the responsibility.

　11.4.8 If the guarantee figures are not met

　due to

　the Seller ’ s reason, the Buyer shall agree to give an extension of ( ) 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.

　11.4.9 During the extension period, if the guarantee figures are still not met

　due to

　the Seller ’ s reason, the

　Seller shall pay the

　liquidated damages as per Appendix 1 to the Buyer against the Acceptance Certificate signed by both parties. The Seller ’s aggregate liability to

　pay liquidated damages for failure to attain

　the performance guarantees shall not exceed ( ) percent of the Equipment price.

　The Seller shall have no further liability whatsoever to the Buyer

　in respect of such failure after payment of the liquidated damages. 11.4.10 If the non-achievement of the guarantee figures is due to the reasons not attributable to the Seller, the Seller shall agree to give an extension of

　( )

　months. During the extension period all costs thereto incurred for the adjustment of the Equipment, as well as the costs and expenses for the Seller

　’ s technical personnel shall be borne by the Buyer. In case the guarantee figures still can not be achieved due to the

　reasons not

　attributable to

　the

　Seller in the extension period, the Equipment shall

　be accepted by the Buyer. Both parties shall sign the Acceptance Certificate. 11.5 Acceptance

　11.5.1 Acceptance shall occur in respect of the Equipment when :

　(a) Performance Test has been successfully completed as per

　the Article 11.4.6.;

　or

　(b) The Performance Test

　has

　not been completed due to the

　reasons

　not

　attributable to

　the

　Seller such as delayed civil construction, lack of

　and/or any other inconformity of raw materials, spare parts of the Buyer

　’ s scope of supply under Appendix 2, and utilities with the requirements of the Contract in the ( ) months from the date

　of Bill of Lading of the Last Shipment; or

　(c) The Seller has paid the liquidated damages as per Article 11.4.9; or

　(d) The guarantee figures still can

　not

　be

　reached

　due to

　reasons not attributable to the Seller ’ s reason in the extension period as specified in Article 11.4.10; or (e) The Buyer

　takes

　the single machine and the whole

　system

　of

　the Equipment into use without the Seller ’ s approval. 11.5.2 At any time after any of

　the events set out in Article 11.5.1 has occurred, the Seller may give a notice to the Buyer requesting the issuance of the Acceptance Certificate.

　11.5.3 The Buyer shall within seven (7) days after receipt of

　the

　Seller ’ s notice, issue such Acceptance Certificate.

　11.5.4 If within seven (7) days after receipt of the Seller ’ s notice, the Buyer fails to issue the Acceptance Certificate or fails to inform the Seller in writing, with convincing evidence, of the reason why the Buyer has not issued the Acceptance Certificate, the Equipment shall be deemed having been accepted on the seventh day of the Seller ’s said notice. 11.5.5 After

　 the

　Acceptance,

　 the

　Seller

　 ’ s responsibilities

　and obligations

　under the Contract shall be deemed having been fulfilled except those as stipulated in Article 12 and 14.

　Article 12 Guarantee and Warranty

　12.1 The Seller guarantees that:

　(a) The Equipment supplied by the Seller shall be new and made of adequate materials, and in conformity with the technical requirements of the Contract; (b) The Technical Documentation shall be complete, clear and correct.

　12.2 The period of warranty given by the Seller under Article 12.1 shall be

　 (

　)

　months from

　the

　date

　of

　Acceptance or ( ) months from the date of Last Shipment, whichever comes earlier. 12.3 Defect of the Equipment

　12.3.1 During the Warranty Period, should any defect due to inferior materials

　or bad workmanship of the Equipment be found under normal operation, the Buyer shall give the Seller a notice stating the details, together with all available evidence. The Seller shall take immediate action to eliminate the defect at the Seller ’ s expenses within the period agreed by both parties.

　12.3.2 If certain defect can not be eliminated despite of several attempts, the

　Seller shall replace the defective parts with non-defective parts at the Seller ’ s costs and expenses.

　12.3.3 If the defect is eliminated by the Buyer himself, subject to the Seller ’ s prior written consent, all the direct costs and expenses thus incurred shall be borne by the Seller.

　12.3.4 The Seller may reduce the price of the defective Equipment according to the degree of inferiority or extent of damage as agreed by both parties. After the reduction the Seller shall be released from its obligations and liabilities. 12.3.5 During the Warranty Period, should any defect due to the Buyer’ s improper operation or maintenance be found, the Seller will provide technical assistance to eliminate the defect or replace the defected parts upon Buyer ’ s requests. All the costs and expenses thus occurred shall be borne by the Buyer.

　12.3.6 Subject to Article 12.3.1, The Seller shall not be responsible for any

　defect or damage to the Equipment arising out of any circumstances including but not limited to the following causes: (a) Combination of

　the Equipment with any machinery, and/or component other than those supplied by the Seller; or

　(b) Alteration, modification or repair without the

　Seller ’ s prior written consent; or

　 (c) Failure of the Buyer to follow the Technical Documentation and instructions

　of the Seller, i...