The following terms used in this Contract shall have the meanings given to them below respectively:

The following terms used in this Contract shall have the meanings given to them below respectively

(1) “Contract” means the agreement made and entered into by and between the Seller and Buyer, setting forth their respective rights and obligations, including all attachments, appendixes and other documents constituting an integral part of the Contract

(2) “Contract Price” means the price as specified in the Contract, which is payable to the Seller after full performance by the Seller of its obligations under the Contract

(3) “Goods” means in accordance with provisions of the Contract, all equipment, machinery, instruments, spare parts, tools, manuals and other technical data and materials which shall provided by the Seller to the Buyer

(4) “Service” means in accordance with provisions of the Contract, supportive services relative to goods supplied, which shall be undertaken by the Seller, e.g. transportation, insurance and other related services such as installation, commissioning or other instructions, provision of technical agreements, trainings and other similar obligations

(6) “Seller” means the company or entity having corporate capacity providing goods and services under this Contract

(7) “Site” means the place at which goods hereunder will be installed and used

(8) “Acceptance” means confirmation on the compliance of goods with requirements of technical specifications, as made by both Parties in accordance with specified procedures and conditions

Unless otherwise specified, the applicable national standards and industrial standards shall apply. If there are not applicable national standards or industrial standards, the generally accepted standards or those specific standards and norms serving for the purposes of this Contract shall apply

The Seller shall ensure that in using the goods or any part thereof, the Buyer will not be claimed by any third party for infringement of parent, brand or any other intellectual property right. In case of such a claim, the Seller shall negotiate with the third party, assume any and all legal responsibilities and costs incurred and compensate for the loss of the Buyer

4.1 Unless otherwise specified herein, all goods supplied by the Seller shall be subject to packaging of national or industrial standards against long-distance transportation, moisture, vibration, rust and rough handling, ensuring that goods will be delivered to the site safely and in good conditions. Rust, damage and loss of goods due to poor packaging shall be totally assumed by the Seller

4.2 Four detailed packing lists, together with quality compliance certificates and the related materials shall be provided

5.1 The mark on both sides of the packing box shall clearly indicate the following information in Chinese using colorfast paint

5.2 If a single piece of goods weighs two tons or more, the “center of gravity” and “hoisting points” shall be indicted on both sides of the packing box in Chinese and appropriate shipping mark in order to facilitate loading, unloading and handling. Words such as “Handle with care”, “Keep dry”, “Keep upright”, etc. and other appropriate marks shall be clearly indicated in the packing box

6.1 Delivery to the site: The Seller shall deliver goods to the site of the Buyer, at the expenses of the Seller (the delivery date shall be the date on which all goods are delivered to the site)

6.2 Delivery notice: The Seller shall inform the Buyer of the following information via telegram or telex 10 days prior to the delivery date specified in the Contract: contract number, goods name, quantity, pieces of packing boxes, gross weight, total volume (m3) and ready for delivery date. In addition, the Seller shall inform the Buyer of the following information via registered letter, containing detailed packing list in triplicate: contract number, goods name, specifications, quantity, gross weight, total volume (m3), pieces of packing boxes and sizes (L*W*H) of each packing box, unit price, total price and ready for delivery date as well as special requirements and precautions regarding transportation and delivery of goods

6.3 Goods delivered shall not exceed the quantity or weight specified in the Contract. Otherwise, any and all consequences incurred due to the excess shall be totally assumed by the Seller

7.1 Within 24 hours after ready for delivery notice, the Seller shall inform the Buyer of the following information via telegram or telex: contract number, goods name, quantity, gross weight, total volume (m3), invoice value, name of transportation vehicle and departure date

7.2 If the Seller fails to promptly inform the Buyer of such information via telegram or telex, any and all losses so caused shall be totally borne by the Seller

Goods shall be delivered to the site. The Seller shall purchase “all-risk” insurance for the goods prior to delivery to the site, which shall be 110% of invoice value, covering all goods undertaken to be shipped by the Seller

Technical materials under the Contract shall be delivered in the modes set forth below (if there is any discrepancy between technical materials and technical agreement, the provisions of the technical agreement shall prevail)

10.1 Within 3 days after effectiveness of the Contract, the Seller shall provide the design institute and Buyer with all necessary materials (refer to the technical agreement for details)

10.2 Another set of complete technical materials shall be sent together with each batch of goods delivered (each piece of equipment shall have one set of technical materials written in Chinese, e.g. catalogue index, drawings, technical specifications, operation manual, user guide, maintenance guide or service manual, schematic drawings, etc.)

10.3 If it is confirmed by the Buyer that the technical materials provided are incomplete or missing during transportation, the Seller shall send these materials free of charge three days after receipt of a notice from the Seller

11.1 The Seller shall ensure that the goods supplied are brand new and not used, are manufactured using top class workmanship and best materials, and completely comply with provisions of the Contract regarding quality, specifications and performance. The Seller shall ensure that goods supplied are properly installed and may operate normally and shall have satisfactory performance during design service life. During the quality warranty period, the Seller shall be responsible for any deficiency and failure incurred due to defects in design, workmanship and / or materials used

11.2 Based on inspection results made in accordance with the related standards specified in the technical agreement or inspection results given by the local quality inspection authorities, or if there is any inconsistency in the quality, quantity or specifications as discovered in the quality warranty period, or it is confirmed that goods supplied have any defect, including any potential defect or any noncompliant materials used, the Buyer shall promptly inform the Seller in writing and lodge a claim

11.3 If the Seller fails to rectify the defect within 15 days after receipt of such a notice, the Buyer may take necessary remedial measures at the risk and expense of the Seller

11.4 Unless otherwise specified in the special clauses of the Contract, the quality warranty period of goods supplied hereunder shall be 12 months after finance acceptance of the goods

11.5 Loss claimed and expenses for remedial measures taken may be directly deducted from the Contract price

12.1 Prior to delivery of goods, the Seller shall make a detailed and complete inspection of the goods regarding the quality, specifications, performance, quantity, etc. and issue a certificate evidencing that the goods comply with provisions of this Contract. The certificate will constitute an important part of documents to be used for applying for payment. However, the inspection of the quality, specifications, performance and weight shall not be deemed final inspection. Results and details of the inspection conducted by the manufacturer shall be indicated in the certificate

12.2 After arrival of goods at the site, the Buyer will inspect the goods regarding the quality, specifications, quantity and weight. If any consistency with provisions of the Contract in the specifications and / or quantity is discovered, the Buyer may within 90 days after delivery of goods to the site, lodge a claim against the Seller based on the inspection results made in accordance with the related standards specified in the technical agreement or inspection results given by the local quality inspection authorities, unless the responsibilities will be assumed by the insurance company or transportation company

12.3 The goods supplied fail to comply with the quality and / or specifications specified in the Contract, or any defect in the goods is discovered within the quality warranty period specified in Article 11 hereof, including any potential defect or any noncompliant materials used, the Buyer may lodge a claim against the Seller

12.4 The Buyer has right to send personnel to the plant to monitor the manufacturing of goods and the Seller shall provide convenience conditions for the personnel regarding intercity traffic, communications, food and accommodation

12.5 The manufacturer shall notify the Buyer prior to commencement of mechanical operation test and / or performance test of goods to be supplied

12.6 Inspection of goods shall be conducted by both Parties in accordance with technical clauses of the Contract and compliance inspection certificate signed by use department of Buyer and the Seller (or authorized signatory) (including test report issued by the relevant laboratory) will be the final acceptance inspection document. An acceptance inspection document which is not signed and sealed by the Buyer is invalid. Any acceptance inspection document issued by a third party (including any administrative authorities) shall not be used as an acceptance inspection document for purpose of this Contract