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

2、o 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 '

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

4、 for the purpose of carrying out Performance Test.1.3 “ Contract m”eans 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 enfotercrseiun

5、ptoonfulfillment 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 connectinpgarts to thei

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

7、t price.1.9 “ PerformanceTest ”means the tests for examining whether the Equipment is able to meet guarantee figures .1.11 “ Technical Service1.10 “ Technical Document me”ans the technical indices, specifi cations, drawings, manual and instructions related to the design, erection, test-run, commissi

8、oning, acceptance, operation and maintenance of the Equipment to be provided by the Seller.means the technical instruction, aesasnisdtagnucidance rendered by theSeller.1.12 “ Technical Training” means the trainingbyretnhdeeSr edller.1.13 “Test Run ” means the initial run of a single machine or the w

9、hole system 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 2 Scope of the Contract2.1 The Seller 's Obli

10、gation2.1.1 The Seller shall supply the Equipment and spare parts, provide the design, Technical Document, and conduct the Technical Service and Technical Training, and grant a non-exclusive and non-transferable right to use the know-how and other technical information related to the Equipment '

11、s design, Erection, Commission, operation and maintenance.2.1.2 The Seller shall procure and supply the Equipment and spare parts which is listed in Appendix , the specification is detailed in Appendix .2.1.3 The Seller shall provide design in respect to the Equipment and submit to the Buyer the Tec

12、hnical Document .2.1.4 The Seller shall conduct the Technical Services at the Job Site.2.1.5 The Seller shall conduct the Technical Training of the BuyerAppen'dixs .trainees as per2.1.6 The Seller agrees to grant non-exclusive and non-transferable right to use the know-how, other technical infor

13、mation related to the Equipment 'dsesign, 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 Obligation2.2.1 The Buyer shall at his own costs and expenses, pro

14、vide the Seller with all information and data concerning the design as per Appendix. The Buyer shall ensure the correctness and exactitude 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 deli

15、very of the Equipment to be supplied by the Seller and transport them from port 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 and Commissioning in accordance with the Technical Document and under the Technic

16、al Services rendered by the Seller.2.2.4 The Buyer shall at his own costs and expenses, perform necessary administration and security guard at the Job Site.Article 3 Price3.1 The Buyer agrees to pay the total Contract price to the seller, Technical Training and Service fee is free .3.2 The total Con

17、tract 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 Technical Document is .3.2.1 The total Contract price for the Equipment is for delivery CIFShanghai. CIF term is inaccordance wit

18、h INTERNA TIONAL RULES OF THE INTERPRETATION OF TRADE TERMS (INCOTERMS), 2000 edition, issued by the INTERNATIONAL CHAMBER OF COMMERCE(ICC).3.2.2 The total Contract price includes the price for spare parts listed in Appendix . However, the total Contract price also cover the supply of any other spar

19、e parts used in the Mining construction . At the Buy er ' s request, the Seller may provide with any other spare parts. A separate agreement will be signed between two parties.3.2.3 The above price is fixed and firm.3.3 The total Contract price cover the Technical Service fee and Technical Train

20、ing fee.Article 4 Payment4.1 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 the Buyer .4.2The balance of the total Contract price amounting _ ( says _

21、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 Banikn favor of the Seller. The Letter of Credit shall be available upon the presentation of the following documents:4.2.1

22、 For 70 percent of the total Contract price amounting (say _ only) at delivery:(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

23、(s) and two copies4.3 All the banking charges incurred in the Sellerbe 'bosrnbbaynkthsehSalel ller while thoseincurred outside the Seller' s bank shall be born by the Buyer.Article 5 Delivery5.1 The Delivery of the Equipment5.1.1 The delivery of the Equipment listed in Appendix shall be comp

24、leted within ( )months from the Effective Date of Contract.5.1.2 With in ( ) months after the Effective Date of the Contract, the Seller shall send to theBuyer a preliminary delivery schedule by Email.Not later than ( ) days before the first shipment, the Seller shall submit to the Buyerthe final de

25、livery 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.5.1.3 The loading port is Shanghai China, while the unloading port is .5.1.4 Advance shipment, partial shipment a

26、nd transshipment are allowed, however, the Seller shall inform the Buyer thirty (30) days before such shipment.5.1.5 The date of Bill of Lading for each shipment shall be considered as the actual delivery date. The date of the Last Shipment shall be considered as the actual whole delivery date of th

27、e Equipment to be supplied by the Seller.5.1.6 If the Equipment are shipped on deck, the Seller shall be responsible for their proper packing and take special protective measures.5.1.7 The Seller shall notify the Buyer by Emailbbb of the following within five (5) working days after each shipment is

28、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/cases5.1.8 The Seller shall airmail the following documents in duplicate to the Buyer:(a

29、) Bill of Lading(b) Commercial Invoice(c) Packing List(d) Certificate of Origin(e) Insurance Policy.5.2 The Late Delivery of the Equipment5.2.1 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 d

30、elay 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

31、 of the Equipment per week(c) From the ninth week, the liquidated damages shall be ( ) percent ofthe value of the delayed portion of the Equipment per week5.2.2 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

32、amount of the liquidated damages shall not exceed ( ) percent of the value of the delayed portion Equipment.5.2.3 The payment of liquidated damages under Article 5.2.1 above shall be in complete satisfaction of the Seller 'obsligation. Notwithstanding the Seller makes the payment of the liquidat

33、ed damages for the late delivery Equipment, the Seller shall not be released obligation to deliver the Equipment.5.3 The Delivery of Technical Document5.3.1 The Technical Document shall be delivered CIP by air within ( ) months after theEffective Date of the Contract.5.3.2 The date of airway bill sh

34、all be regarded as the actual delivery date of the Technical Document.5.3.3 Within ( ) working days after sending each lot of Technical Document, the Seller shallinform the Buyer of the Contract number, item number, number and date of airwaybill and theflight.5.3.4 In case of shortage, loss of or da

35、mage caused to the Technical Document due to the Sellerreason, the Seller shall make supplement to the Buyer within 40 days after receiving the Buyer' swritten notification without any charge.5.4 The Late Delivery of Technical Document5.4.1 If the Seller fails to deliver the Technical Document i

36、n time, 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 Technical Document per week(b) From the fifth week to the eighth week, the

37、 liquidated damages shall be ( ) percent of the value of the delayed portion of Technical Document per week(c) From the ninth week, the liquidated damages shall be ( ) percentof the value of the delayed portion of Technical Document per week.5.4.2 The fractions of four days or more shall be counted

38、as one week and fractions of less than four days shall be omitted. The total aggregate amount of the liquidated damages shall not exceed 20 percent of Technical Document price.5.4.3 The payment of liquidated damages under Articles 5.4.1 above shall be in complete satisfaction of the Seller 'obsl

39、igation. Notwithstanding the Seller makes the payment of the liquidated damages for the Technical Document, the Seller shall not be released obligation to deliver the Technical Document.Article 6 Packing and Marking6.1 The Equipment shall be packed to withstand long distance transportation, multiple

40、 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(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

41、(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 according to the characteristics and feature of the goods as well as different requirement for transportation, loading and unloadin

42、g 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 loading, unloading and handing.6.6 All Technical Document provided by the Seller shall be properly packed to withstand long distance

43、 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 7 Standards and Inspection7.1 The Seller shall carry out the design

44、, manufacture, inspection and test of the Equipment supplied by the Seller according to the existing standards of the People 'Rsepublic of China, namely GB.7.2 It is mutually agreed by both parties that the Equipment supplied by the Seller shall be inspected by the Entry- Exit Inspection and Qua

45、rantine Bureau of the People'ChsinRaepublic ofand that the Certificate of Inspection shall be deemed as the effective evidence of the quantity and quality of the Equipment. The inspection fee shall be on the Seller' s account.7.3 The Buyer should store the Equipment after its arrival at the

46、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 the presence of the Seller representatives at his own expenses on the Job Site.The Buyer shall inform the Sell

47、er of the date one (1) month before the date of open case inspection and shall also render assistance to the Seller' s inspectors in their inspection work.7.5 During the joint open-case inspection, a detailed inspection record shall be made and signed by the representatives of both parties.In ca

48、se 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.7.6 If any missing, defect of or damage to the Equipment is found in open-case inspection att

49、ributable to the Buyer' s responsibility or fault, or any third party's (such as carrier's or insurer's)responsibility or fault, the Seller shall make repair, replacement or supplement at the Buyer ' s expenses in accordance with the separate agreement signed by both parties.7.7

50、The Buyer is not entitled to open the case, assemble and/or disassemble the Equipment without the Seller' s prior writtentc. onsenIf there is not joint open case inspection due to the Buyer' s reason, the quantity and apparequality of the Equipment shall be deemed correct and in perfect cond

51、ition.Article 8 Design 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 meeting shall be held in the one month after receiving the basic design inform

52、ation, 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.8.3 During the design liaison meetin

53、g, 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 respectively.Article 9 Erection, Test Run, Commissioning, Performance Test an

54、d 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 Representatives9.2.1 Each party shall nominate one (1) Chief Representative to deal with the technical matters during the period from

55、the start of the Erection to Acceptance of the Equipment.9.2.2 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

56、they have no right to revise, alter or amend the Contract without the written authorization of both parties.9.2.3 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 countersig

57、ned by the other party.9.3 Erection and Test Run9.3.1 The Seller' s Chief Representativeasrrhivaell at the Job Site 10 days prior to the beginningof the Erection.9.3.2 When Erection is completed and in full conformity with requirements of the Technical Document, a Certificate of Completion for E

58、rection 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.9.3.3 As soon as the completion of Erection, Test Run for

59、single machine and the whole system of the Equipment shall be started.9.3.4 If the Test Run fails due to the Seller 'resason, the Seller shall make necessary repair, replacement and/or modifications to the Equipment as quickly as possible at the Seller 'costs within the period of time agreed upon by both parties. After repair, replacement and